<PAGE>   1





                                                                     EXHIBIT 4.1





                              THE MONY GROUP INC.

                                       TO

                           THE CHASE MANHATTAN BANK,
                                    TRUSTEE.


                             SENIOR NOTE INDENTURE

                          DATED AS OF JANUARY 11, 2000
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<TABLE>
<CAPTION>
                                                          TABLE OF CONTENTS
<S>                                                                                                                <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION . . . . . . . . . . . . . . . . . . . . . . . . . 1
    SECTION 1.01          DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         "Act"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Affiliate"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Authenticating Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Certificate of a Firm of Independent Public Accountants"  . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         "Company"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Company Request" or "Company Order" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Corporate Trust Office" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Corporation"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Defaulted Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Depositary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Global Security"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Indenture"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Interest Payment Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         "Officers' Certificate"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         "Outstanding"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
    SECTION 1.02          COMPLIANCE CERTIFICATES AND OPINIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
    SECTION 1.03          FORM OF DOCUMENTS DELIVERED TO TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . 7
    SECTION 1.04          ACTS OF HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
    SECTION 1.05          NOTICES, ETC., TO TRUSTEE AND COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
    SECTION 1.06          NOTICE TO HOLDERS OF SENIOR NOTES; WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.07          CONFLICT WITH TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.08          EFFECT OF HEADINGS AND TABLE OF CONTENTS  . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.09          SUCCESSORS AND ASSIGNS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.10          SEPARABILITY CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.11          BENEFITS OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
    SECTION 1.12          GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    SECTION 1.13          LEGAL HOLIDAYS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE TWO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

    SECTION 2.01          FORMS GENERALLY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
    SECTION 2.02          FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>




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<TABLE>
<S>                                                                                                                <C>
    SECTION 2.03          SENIOR NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY  . . . . . . . . . . . . . . . . .  11

ARTICLE THREE THE SENIOR NOTES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

    SECTION 3.01          AMOUNT UNLIMITED; ISSUABLE IN SERIES  . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    SECTION 3.02          EXECUTION, AUTHENTICATION, DELIVERY AND DATING  . . . . . . . . . . . . . . . . . . . . .  14
    SECTION 3.03          REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE . . . . . . . . . . . . . . . . . . .  16
    SECTION 3.04          MUTILATED, DESTROYED, LOST AND STOLEN SENIOR NOTES  . . . . . . . . . . . . . . . . . . .  17
    SECTION 3.05          PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED  . . . . . . . . . . . . . . . . . . . . .  18
    SECTION 3.06          PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    SECTION 3.07          CANCELLATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    SECTION 3.08          COMPUTATION OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE FOUR SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

    SECTION 4.01          SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . .  20
    SECTION 4.02          APPLICATION OF TRUST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE FIVE REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

    SECTION 5.01          EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
    SECTION 5.02          ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT  . . . . . . . . . . . . . . . . . . .  22
    SECTION 5.03          COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE . . . . . . . . . . . . .  23
    SECTION 5.04          TRUSTEE MAY FILE PROOFS OF CLAIM  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
    SECTION 5.05          TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SENIOR NOTES . . . . . . . . . . . . . .  25
    SECTION 5.06          APPLICATION OF MONEY COLLECTED  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    SECTION 5.07          LIMITATION ON SUITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
    SECTION 5.08          UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST . . . . . . . .  26
    SECTION 5.09          RESTORATION OF RIGHTS AND REMEDIES  . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    SECTION 5.10          RIGHTS AND REMEDIES CUMULATIVE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    SECTION 5.11          DELAY OR OMISSION NOT WAIVER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    SECTION 5.12          CONTROL BY HOLDERS OF SENIOR NOTES  . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    SECTION 5.13          WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
    SECTION 5.14          UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 5.15          WAIVER OF STAY OR EXTENSION LAWS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

ARTICLE SIX THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

    SECTION 6.01          CERTAIN DUTIES AND RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
    SECTION 6.02          NOTICE OF DEFAULTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
</TABLE>





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<TABLE>
<S>                                                                                                                <C>
    SECTION 6.03          CERTAIN RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
    SECTION 6.04          NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SENIOR NOTES  . . . . . . . . . . . . . . . .  31
    SECTION 6.05          MAY HOLD SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    SECTION 6.06          MONEY HELD IN TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    SECTION 6.07          COMPENSATION AND REIMBURSEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
    SECTION 6.08          DISQUALIFICATION; CONFLICTING INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . .  32
    SECTION 6.09          CORPORATE TRUSTEE REQUIRED; ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . .  32
    SECTION 6.10          RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR . . . . . . . . . . . . . . . . . . . .  33
    SECTION 6.11          ACCEPTANCE OF APPOINTMENT BY SUCCESSOR  . . . . . . . . . . . . . . . . . . . . . . . . .  34
    SECTION 6.12          MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS . . . . . . . . . . . . . . .  35
    SECTION 6.13          PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY . . . . . . . . . . . . . . . . . . . .  36
    SECTION 6.14          APPOINTMENT OF AUTHENTICATING AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . .  38

    SECTION 7.01          COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS . . . . . . . . . . . . . . . .  38
    SECTION 7.02          PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS  . . . . . . . . . . . . . . . . .  38
    SECTION 7.03          REPORTS BY TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
    SECTION 7.04          REPORTS BY COMPANY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  . . . . . . . . . . . . . . . . . . . . . . . .  39

    SECTION 8.01          COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS  . . . . . . . . . . . . . . . . . .  39
    SECTION 8.02          SUCCESSOR CORPORATION SUBSTITUTED . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40

ARTICLE NINE SUPPLEMENTAL INDENTURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40

    SECTION 9.01          SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS  . . . . . . . . . . . . . . . . . . .  40
    SECTION 9.02          SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS . . . . . . . . . . . . . . . . . . . . .  41
    SECTION 9.03          GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE . . . . . . . . . . . . . . . . . . .  42
    SECTION 9.04          EXECUTION OF SUPPLEMENTAL INDENTURES  . . . . . . . . . . . . . . . . . . . . . . . . . .  42
    SECTION 9.05          EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    SECTION 9.06          CONFORMITY WITH TRUST INDENTURE ACT . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    SECTION 9.07          REFERENCE IN SENIOR NOTES TO SUPPLEMENTAL INDENTURES  . . . . . . . . . . . . . . . . . .  43

ARTICLE TEN COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

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<TABLE>
<S>                                                                                                               <C>

    SECTION 10.01         PAYMENT OF PRINCIPAL AND INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    SECTION 10.02         MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    SECTION 10.03         MONEY FOR SENIOR NOTES PAYMENTS TO BE HELD IN TRUST . . . . . . . . . . . . . . . . . . .  44
    SECTION 10.04         CORPORATE EXISTENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 10.05         [RESERVED]  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 10.06         STATEMENT AS TO COMPLIANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    SECTION 10.07         WAIVER OF CERTAIN COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

ARTICLE ELEVEN REDEMPTION OF SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46

    SECTION 11.01         APPLICABILITY OF ARTICLE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    SECTION 11.02         ELECTION TO REDEEM; NOTICE TO TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . .  46
    SECTION 11.03         SELECTION BY TRUSTEE OF SENIOR NOTES TO BE REDEEMED . . . . . . . . . . . . . . . . . . .  47
    SECTION 11.04         NOTICE OF REDEMPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
    SECTION 11.05         DEPOSIT OF REDEMPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
    SECTION 11.06         SENIOR NOTES PAYABLE ON REDEMPTION DATE . . . . . . . . . . . . . . . . . . . . . . . . .  48
    SECTION 11.07         SENIOR NOTES REDEEMED IN PART . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48

ARTICLE TWELVE SINKING FUNDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49

    SECTION 12.01         APPLICABILITY OF ARTICLE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
    SECTION 12.02         SATISFACTION OF SINKING FUND PAYMENTS WITH SENIOR NOTES . . . . . . . . . . . . . . . . .  49
    SECTION 12.03         REDEMPTION OF SENIOR NOTES FOR SINKING FUND . . . . . . . . . . . . . . . . . . . . . . .  49

ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50

    SECTION 13.01         NO RECOURSE AGAINST OTHERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
    SECTION 13.02         ASSIGNMENT; BINDING EFFECT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
</TABLE>





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<PAGE>   6
                             SENIOR NOTE INDENTURE

     THIS SENIOR NOTE INDENTURE is made as of January 11, 2000, between THE
MONY GROUP INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
1740 Broadway, New York, New York 10019, and The Chase Manhattan Bank, a banking
corporation duly organized and existing under the laws of the State of New York,
having its principal corporate trust office at 450 West 33rd Street, New York,
New York 10001, as Trustee (herein called the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured senior
debentures, notes or other evidences of indebtedness (herein called the "Senior
Notes"), to be issued in one or more series as in this Indenture provided; and

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

     NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Senior Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Senior
Notes or of series thereof, as follows:

                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01         DEFINITIONS

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

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

     (2)  all other terms used herein which are defined in the 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 in
the United States of America, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States of America at the date
of such computation; and






<PAGE>   7
     (4)  the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

     Certain terms, used principally in Article Six, are defined in that
Article.


     "Act", when used with respect to any Holder of a Senior Note, has the
meaning specified in Section 1.04.

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

     "Authenticating Agent" means any Person or Persons authorized by the
Trustee to authenticate one or more series of Senior Notes.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of the officers and/or directors of the Company
appointed by that board.

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

     "Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed, or (iii) a day on which the Trustee's
Corporate Trust Office is closed for business.

     "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by an independent public accountant or a firm of independent
public accountants who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such
accountant or firm shall be entitled to rely upon an Opinion of Counsel as to
the interpretation of any legal matters relating to such certificate.

     "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 instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.





                                       2
<PAGE>   8

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

     "Corporate Trust Office" means the office of the Trustee in the Borough of
Manhattan, New York City, at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Indenture is located at 450 West 33rd Street, New York, New
York 10001.

     "Corporation" includes corporations, partnerships, limited liability
companies, associations, companies and business trusts.

     "Defaulted Interest" has the meaning specified in Section 3.05.

     "Depositary" means, unless otherwise specified by the Company pursuant to
either Section 2.03 or 3.01, with respect to Senior Notes of any series issuable
or issued as a Global Security, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.

     "Event of Default" has the meaning specified in Section 5.01.

     "Global Security" means, with respect to any series of Senior Notes issued
hereunder, a Senior Note that is executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with Section 2.03 of this Indenture and any
indenture supplemental hereto.

     "Holder", when used with respect to any Senior Note, means the Person in
whose name the Senior Note is registered in the Security Register.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of the particular series of Senior Notes established as
contemplated by Section 3.01.

     "Interest Payment Date", when used with respect to any series of Senior
Notes, means the dates established for the payment of interest thereon, as
provided in the supplemental indenture for such series.

     "Maturity" when used with respect to any Senior Note, means the date on
which the principal of such Senior Note or an installment of principal becomes
due and





                                       3
<PAGE>   9

payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be reasonably acceptable to the Trustee.

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

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

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

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

     (iv) Senior Notes, or portions thereof, converted into or exchanged for
another security if the terms of such Senior Notes provide for such conversion
or exchange;

provided, however, that in determining, during any period in which
any Senior Notes of a series are owned by any Person other than the Company or
any Affiliate thereof, whether the Holders of the requisite principal amount of
Outstanding Senior Notes of such series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Senior Notes of
such series owned by the Company or any Affiliate thereof shall be disregarded
and deemed not to be Outstanding. In determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Senior Notes that a Responsible Officer of the
Trustee knows to be so owned by the Company or an Affiliate of the Company in
the above circumstances shall be so disregarded. Senior Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the


                                       4
<PAGE>   10

satisfaction of the Trustee the pledgee's right so to act with respect to such
Senior Notes and that the pledgee is not the Company or any Affiliate of the
Company.

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

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

     "Predecessor Security" of any particular Senior Note means every previous
Senior Note evidencing all or a portion of the same debt as that evidenced by
such particular Senior Note; and, for the purposes of this definition, any
Senior Note authenticated and delivered under Section 3.04 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Senior Note.

     "Redemption Date" , when used with respect to any Senior Note to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

     "Redemption Price" , when used with respect to any Senior Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Senior Notes of any series means the date specified for that purpose as
contemplated by Section 3.01, whether or not a Business Day.

     "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.03.

     "Senior Note" has the meaning stated in the first recital of this Indenture
and more particularly means any Senior Notes authenticated and delivered under
this Indenture.

     "Special Record Date" for the payment of any Defaulted Interest on the
Senior Notes of any series means a date fixed by the Trustee pursuant to Section
3.05.

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


                                        5

<PAGE>   11

     "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 Trust Indenture Act or provision, as the case may be, as
amended or replaced from time to time. "

     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 Senior Notes pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include each Person who is
then a Trustee hereunder, and if at any time there is more than one such Person,
"Trustee" as used with respect to the Senior Notes of any series shall mean the
Trustee with respect to Senior Notes of that series.

     "Vice President" when used with respect to the Company 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 1.02     COMPLIANCE CERTIFICATES AND OPINIONS

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

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

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

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

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

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

                                        6
<PAGE>   12

SECTION 1.03     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 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 Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

SECTION 1.04 ACTS OF HOLDERS

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

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

                                        7

<PAGE>   13


     (c)  The principal amount and serial numbers of Senior Notes held by any
Person, and the date of holding the same, shall be proved by the Security
Register.

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

     (e)  The fact and date of execution of any such instrument or writing and
the authority of the Person executing the same may also be proved in any other
manner which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this
Section.

     (f)  If the Company shall solicit from the Holders of Senior Notes of any
series any Act, the Company may, at its option, by Board Resolution, fix in
advance a record date for the determination of Holders of Senior Notes entitled
to take such Act, but the Company shall have no obligation to do so. Any such
record date shall be fixed at the Company's discretion. If such a record date is
fixed, such Act may be sought or given before or after the record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be Holders of Senior Notes for the purpose of determining whether
Holders of the requisite proportion of Senior Notes of such series Outstanding
have authorized or agreed or consented to such Act, and for that purpose the
Senior Notes of such series Outstanding shall be computed as of such record
date.


SECTION 1.05     NOTICES, ETC., TO TRUSTEE AND COMPANY

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

     (1)  the Trustee by any Holder of a Senior Note or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention: Capital
Markets Fiduciary Services, or

     (2)  the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to the
attention of its Secretary, at 1740 Broadway, New York, New York 10019, or at
any other address previously furnished in writing to the Trustee by the Company,
with a copy to the attention of Jonathan L. Freedman, Esq., at Dewey Ballantine
LLP, 1301 Avenue of the Americas, New York, New York 10019.

                                        8

<PAGE>   14


SECTION 1.06     NOTICE TO HOLDERS OF SENIOR NOTES; WAIVER

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Senior Notes of any event, such notice shall
be sufficiently given if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder. In any case where notice
to Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.

     Where this Indenture 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 Senior Notes 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 1.07     CONFLICT WITH TRUST INDENTURE ACT

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required to be a part of and govern this
Indenture, such required provision shall control.

SECTION 1.08     EFFECT OF HEADINGS AND TABLE OF CONTENTS

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

SECTION 1.09     SUCCESSORS AND ASSIGNS

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

SECTION 1.10     SEPARABILITY CLAUSE

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

SECTION 1.11     BENEFITS OF INDENTURE

     Nothing in this Indenture or the Senior Notes, express or implied, shall
give to any Person, other than the parties hereto, their successors hereunder
and the

                                        9

<PAGE>   15

Holders of Senior Notes any benefit or any legal or equitable right, remedy or
claim under this Indenture.

SECTION 1.12     GOVERNING LAW

     This Indenture and the Senior Notes shall be governed by, and construed in
accordance with, the internal laws of the State of New York.

SECTION 1.13     LEGAL HOLIDAYS

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Senior Note shall not be a Business Day, then (notwithstanding
any other provision of this Indenture or of the Senior Notes) payment of
interest or principal (and premium, if any) need not be made on such date, but
may be made on the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.


                                   ARTICLE TWO

SECTION 2.01     FORMS GENERALLY

     The Senior Notes of each series shall be in substantially the form appended
to the supplemental indenture authorizing such series, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Senior
Notes, as evidenced by their execution of the Senior Notes.

     The Senior Notes of each series shall be issuable in registered form
without coupons.

     The definitive Senior Notes may be printed, typewritten, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Senior Notes, as evidenced by their
execution of such Senior Notes.

SECTION 2.02     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     The form of the Trustee's Certificate of Authentication for a series of
Senior Notes shall be in substantially the form appended to the Supplemental
Indenture authorizing such series.

                                       10

<PAGE>   16

SECTION 2.03     SENIOR NOTES ISSUABLE IN THE FORM OF A GLOBAL SECURITY

          (a)  If the Company shall establish pursuant to Section 3.01 that the
Senior Notes of a particular series are to be issued in whole or in part in the
form of one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 3.02 and the Company Order delivered
to the Trustee thereunder, authenticate and deliver such Global Security or
Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Senior Notes of such
series to be represented by such Global Security or Securities, (ii) may provide
that the aggregate amount of Outstanding Senior Notes represented thereby may
from time to time be increased or reduced to reflect exchanges, (iii) shall be
registered in the name of the Depositary for such Global Security or Securities
or its nominee, (iv) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction and (v) shall bear a legend in
accordance with the requirements of the Depositary.

          (b)  Notwithstanding any other provision of this Section 2.03 or of
Section 3.03, subject to the provisions of paragraph (c) below, unless the terms
of a Global Security expressly permit such Global Security to be exchanged in
whole or in part for individual Senior Notes, a Global Security may be
transferred, in whole but not in part and in the manner provided in Section
3.03, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or
approved by the Company, or to a nominee of such successor Depositary.

          (c)    (1)  If at any time the Depositary for a Global Security
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time the Depositary for the Senior Notes
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such Global Security. If a successor Depositary for such Global Security is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
individual Senior Notes of such series in exchange for such Global Security,
will authenticate and deliver individual Senior Notes of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security.

          (2)  The Company may at any time and in its sole discretion determine
that the Senior Notes of any series issued or issuable in the form of one or
more Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of individual
Senior Notes of such series in exchange in whole or in part for such Global
Security, will authenticate and deliver individual Senior Notes of such series
of like tenor and terms in definitive form in an aggregate principal

                                       11

<PAGE>   17

amount equal to the principal amount of such Global Security or Securities
representing such series in exchange for such Global Security or Securities.

          (3)  If specified by the Company pursuant to Section 3.01 with respect
to Senior Notes issued or issuable in the form of a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for individual Senior Notes of such series of like
tenor and terms in definitive form on such terms as are acceptable to the
Company and such Depositary. Thereupon the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge, (A) to each
Person specified by such Depositary a new Senior Note or Notes of the same
series of like tenor and terms and of any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Security; and (B) to such Depositary
a new Global Security of like tenor and terms and in an authorized denomination
equal to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Senior Notes delivered to
Holders thereof.

          (4)  In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Senior Notes in definitive form in authorized denominations.
Upon the exchange of the entire principal amount of a Global Security for
individual Senior Notes, such Global Security shall be cancelled by the Trustee.
Except as provided in the preceding paragraph, Senior Notes issued in exchange
for a Global Security pursuant to this Section shall be registered in such names
and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. Provided that the Company and the Trustee have so
agreed, the Trustee shall deliver such Senior Notes to the Persons in whose
names the Senior Notes are registered.

          (5)  Any endorsement of a Global Security to reflect the amount, or
any increase or decrease in the amount, or changes in the rights of Holders, of
Outstanding Senior Notes represented thereby shall be made in such manner and by
such Person or Persons as shall be specified therein or in the Company Order to
be delivered pursuant to Section 3.02 with respect thereto. Subject to the
provisions of Section 3.02, the Trustee shall deliver and redeliver any such
Global Security in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 3.02 has been, or simultaneously is, delivered, any
instructions by the Company with respect to such Global Security 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.


                                       12

<PAGE>   18

                                 ARTICLE THREE

                                THE SENIOR NOTES

SECTION 3.01     AMOUNT UNLIMITED; ISSUABLE IN SERIES

     The aggregate principal amount of Senior Notes which may be authenticated
and delivered under this Indenture is unlimited.

     The Senior Notes may be issued in one or more series. There may be
established, pursuant to one or more indentures supplemental hereto, prior to
the issuance of Senior Notes of any series,

          (1)  the title of the Senior Notes of the series (which shall
distinguish the Senior Notes of the series from Senior Notes of all other
series);

          (2)  any limit upon the aggregate principal amount of the Senior Notes
of the series which may be authenticated and delivered under this Indenture
(except for Senior Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Senior Notes of the series
pursuant to Sections 2.03, 3.03, 3.04, 9.07 or 11.07);

          (3)  the Person to whom interest on a Senior Note of the series shall
be payable if other than the Person in whose name that Senior Note (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

          (4)  the date or dates on which the principal of the Senior Notes of
the series is payable;

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

          (6)  the place or places where the principal of (and premium, if any)
and interest, if any, on Senior Notes of the series shall be payable;

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

          (8)  the obligation, if any, of the Company to redeem or purchase
Senior Notes of the series pursuant to any sinking fund or analogous provision
or at the option of a Holder thereof and the period or periods within which, the
price or prices at


                                       13

<PAGE>   19

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

          (9)  the denominations in which Senior Notes of the series shall be
issuable;

          (10) if the amount of payments of principal of (and premium, if any)
or interest on the Senior Notes of the series may be determined with reference
to an index or formula, the manner in which such amounts shall be determined;

          (11) if other than the principal amount thereof, the portion of the
principal amount of Senior Notes of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

          (12) any deletions from, modifications of or additions to the Events
of Default or covenants of the Company as provided herein pertaining to the
Senior Notes of the series, and any change in the rights of the Trustee or
Holders of such series pursuant to Section 9.01 or 9.02;

          (13) any additions to the definitions currently set forth in this
Indenture with respect to such series;

          (14) whether the Senior Notes of the series shall be issued in whole
or in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for certificated Senior Notes of such series and
of like tenor of any authorized denomination and the circumstances under which
such exchange may occur, if other than in the manner provided for in Section
2.03; the Depositary for such Global Security or Securities; and the form of any
legend or legends to be borne by any such Global Security in addition to or in
lieu of the legend referred to in Section 2.03;

          (15) any restriction or condition on the transferability of such
Senior Notes; and

          (16) any other terms of the series.

All Senior Notes of any one series shall be substantially identical except as to
the date or dates from which interest, if any, shall accrue and denomination and
except as may otherwise be provided in the terms of such Senior Notes determined
or established as provided above. All Senior Notes of any one series need not be
issued at the same time and, unless otherwise provided, a series may be reopened
for issuances of additional Senior Notes of such series.

SECTION 3.02     EXECUTION, AUTHENTICATION, DELIVERY AND DATING

     The Senior Notes shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal

                                       14

<PAGE>   20


reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Senior Notes may be
manual or facsimile.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Senior Notes of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Senior Notes, and the Trustee, in accordance
with the Company Order, shall authenticate and deliver such Senior Notes. If all
of the Senior Notes of any series are not to be issued at one time and if the
supplemental indenture establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the Trustee for the issuance of
such Senior Notes and determining the terms of particular Senior Notes of such
series, such as interest rate, maturity date, date of issuance and date from
which interest shall accrue. In authenticating Senior Notes hereunder, and
accepting the additional responsibilities under this Indenture in relation to
such Senior Notes, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

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

          (a) the form and terms of such Senior Notes or the manner of
determining such terms have been established in conformity with the provisions
of this Indenture; and

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

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

          The Trustee shall not be required to authenticate such Senior Notes if
the issue of such Senior Notes pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Senior Notes and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

          If all the Senior Notes of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and Officers'
Certificate at the time of


                                       15

<PAGE>   21

issuance of each such Senior Note, but such opinion and certificate shall be
delivered at or before the time of issuance of the first Senior Note of such
series to be issued.

          Each Senior Note shall be dated the date of its authentication.

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

SECTION 3.03     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE


          The Company shall cause to be kept at the office of the security
registrar designated pursuant to this Section 3.03 or Section 10.02 (the
"Securities Registrar") a register (referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Senior Notes and of transfers and
exchanges of Senior Notes. The Trustee is hereby initially appointed as Security
Registrar for the purpose of registering Senior Notes and transfers and
exchanges of Senior Notes as herein provided.

          Subject to Section 2.03, upon surrender for registration of transfer
of any Senior Note of any series at the office or agency maintained for such
purpose for such series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Senior Notes of the same series, Stated Maturity
and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount.

          Subject to Section 2.03, Senior Notes of any series may be exchanged,
at the option of the Holder, for Senior Notes of the same series, Stated
Maturity and original issue date, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Senior Notes to be
exchanged at any such office or agency.

          Whenever any Senior Notes are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Senior Notes
that the Holder making the exchange is entitled to receive.

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

          Every Senior Note presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and



                                       16
<PAGE>   22

the Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Senior Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Senior Notes, other
than exchanges pursuant to Section 3.04, 9.07 or 11.07 not involving any
transfer.

          The Company shall not be required (i) to issue, to register the
transfer of or to exchange Senior Notes of any series during a period of 15 days
immediately preceding the date notice is given identifying the serial numbers of
the Senior Notes of that series called for redemption, or (ii) to issue, to
register the transfer of or to exchange any Senior Notes so selected for
redemption in whole or in part, except the unredeemed portion of any Senior Note
being redeemed in part.

          None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

SECTION 3.04     MUTILATED, DESTROYED, LOST AND STOLEN SENIOR NOTES

          If any mutilated Senior Note is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Senior Note of the same series, Stated Maturity and original
issue date, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Senior
Note and (ii) such security or indemnity as may be required by them to save each
of them and any agent of either of them harmless, then, in the absence of notice
to the Company or the Trustee that such Senior Note has been acquired by a
protected purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Senior Note, a new Senior Note of the same series, Stated Maturity and original
issue date, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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



                                       17
<PAGE>   23

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

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

SECTION 3.05     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

          Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Senior Notes, interest on any Senior Note that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Senior Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

          (1)  The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Senior Notes of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Senior Note of
such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Senior Notes of such
series at the address of such Holder as it appears in the Security Register, not
less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such



                                       18
<PAGE>   24

Defaulted Interest shall be paid to the Persons in whose names the Senior
Notes of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following Clause (2).

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

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

SECTION 3.06     PERSONS DEEMED OWNERS

          Prior to due presentment of a Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Senior Note is registered as the
absolute owner of such Senior Note for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 3.05) interest on
such Senior Note and for all other purposes whatsoever, whether or not such
Senior Note be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

SECTION 3.07     CANCELLATION

          All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by the Trustee. The Company may at any time
deliver to the Trustee for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Senior Notes so delivered shall be cancelled by the
Trustee. No Senior Notes shall be authenticated in lieu of or in exchange for
any Senior Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Senior Notes held by the Trustee
shall be disposed of by the Trustee in accordance with its customary procedures
unless the Company by Company Order shall otherwise direct.

SECTION 3.08     COMPUTATION OF INTEREST

          Except as otherwise specified as contemplated by Section 3.01 for
Senior Notes of any series, interest on the Senior Notes of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.



                                       19
<PAGE>   25


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01     SATISFACTION AND DISCHARGE OF INDENTURE

          This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Senior Notes herein expressly provided for) and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (1)  either

          (A)  all Senior Notes theretofore authenticated and delivered (other
than (i) Senior Notes that have been destroyed, lost or stolen and that have
been replaced as provided for in Section 3.04 and (ii) Senior Notes for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.03) have been delivered to the Trustee for
cancellation; or

          (B)  all such Senior Notes not theretofore delivered to the Trustee
for cancellation have become due and payable, or have been called for
redemption,

          and the Company, in the case of (B) above, has deposited or caused to
be deposited with the Trustee as funds in trust for the purpose described above
an amount sufficient to pay and discharge the entire indebtedness on such Senior
Notes not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest to the date of the Stated Maturity or
Redemption Date, as the case may be, or if later, the date of payment;

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

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

          In the event there are Senior Notes 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 Senior Notes of all series as to which it is Trustee and if the other
conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been



                                       20
<PAGE>   26

 deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

SECTION 4.02     APPLICATION OF TRUST

          Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Senior Notes, and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or an Affiliate acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01     EVENTS OF DEFAULT


          "Event of Default", wherever used herein with respect to Senior Notes
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):

          (1)  default in the payment of any interest upon any Senior Note of
that series when it becomes due and payable on an Interest Payment Date other
than at Maturity and continuance of such default for a period of thirty (30)
days; or

          (2)  default in the payment of the principal of, (or premium, if any)
or interest on any Senior Note of that series at its Maturity; or

          (3)  default in the deposit of any sinking fund payment, when and as
due by the terms of a Senior Note of that series and continuance of such default
for a period of three Business Days; or

          (4)  default in the performance or breach of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of one or more series of Senior Notes other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Senior Notes of that series, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or



                                       21
<PAGE>   27

          (5)  the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition by
one or more Persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 90 consecutive
days; or

          (6)  the commencement by the Company of a case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in a case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such action;
or

          (7) any other Event of Default provided with respect to Senior Notes
of that series in the supplemental indenture authorizing such series.

SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

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

          At any time after such a declaration of acceleration with respect to
Senior Notes of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Senior Notes


                                       22
<PAGE>   28

of that series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if

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

               (A)  all overdue interest on all Senior Notes of that series,

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

               (C)  to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such
Senior Notes, 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 any other amounts due to the Trustee under Section
6.07; and

          (2)  all Events of Default with respect to Senior Notes of that
series, other than the non-payment of the principal of Senior Notes of that
series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.13.

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



SECTION 5.03     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE

          The Company covenants that if an Event of Default occurs under Section
5.01(1), (2) or (3) with respect to any Senior Notes the Company will, upon
demand of the Trustee, pay to it, for the benefit of the Holders of such Senior
Notes, the whole amount then due and payable on such Senior Notes for principal
(and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates prescribed
therefor in such Senior Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
6.07.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Senior Notes and collect the
moneys adjudged or decreed to

                                      23
<PAGE>   29

be payable in the manner provided by law out of the property of the Company or
any other obligor upon such Senior Notes, wherever situated.


          If an Event of Default with respect to Senior Notes 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 Senior Notes of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM

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

          (1)  to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Senior Notes
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due to the Trustee under Section 6.07) and of
the Holders of Senior Notes allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Senior Notes 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 Senior Notes, to pay to the Trustee any amount due 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
6.07.

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

                                       24
<PAGE>   30



SECTION 5.05     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SENIOR NOTES

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

SECTION 5.06     APPLICATION OF MONEY COLLECTED

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

          First: To the payment of all amounts due the Trustee under Section
6.07; and

          Second: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Senior Notes in respect
of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Senior Notes for principal (and premium, if any) and interest,
respectively; and

          Third: The balance, if any, to the Person or Persons entitled thereto.

SECTION 5.07     LIMITATION ON SUITS

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

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

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

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



                                       25
<PAGE>   31

          (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 Senior Notes of that series;

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

SECTION 5.08     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                 AND INTEREST


          Notwithstanding any other provision in this Indenture, the Holder of
any Senior Notes shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.05) interest on such Senior Note on the due dates expressed in such
Senior Note (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.09     RESTORATION OF RIGHTS AND REMEDIES

          If the Trustee or any Holder of a Senior Note 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, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Senior Notes shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

SECTION 5.10     RIGHTS AND REMEDIES CUMULATIVE

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Senior Notes in the last
paragraph of Section 3.04, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Senior Notes is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



                                       26
<PAGE>   32

SECTION 5.11     DELAY OR OMISSION NOT WAIVER

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

SECTION 5.12     CONTROL BY HOLDERS OF SENIOR NOTES

          The Holders of not less than a majority in principal amount of the
Outstanding Senior Notes 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 Senior Notes of such series, provided that

          (1)  such direction shall not be in conflict with any rule of law or
with this Indenture, and could not involve the Trustee in personal liability in
circumstances where reasonable indemnity would not be adequate,

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

          (3)  subject to the provisions of Section 6.01, the Trustee shall have
the right to decline to follow such direction if a Responsible Officer of the
Trustee shall, in good faith, determine that such proceeding so directed would
be unjustly prejudicial to the Holders not joining in any such direction or
would involve the Trustee in personal liability.

SECTION 5.13     WAIVER OF PAST DEFAULTS

          Subject to Section 5.02, the Holders of not less than a majority in
principal amount of the Outstanding Senior Notes of any series may, on behalf of
the Holders of all the Senior Notes of such series, waive any past default
hereunder with respect to such series and its consequences, except a default

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



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<PAGE>   33

SECTION 5.14         UNDERTAKING FOR COSTS

          All parties to this Indenture agree, and each Holder of any Senior
Note by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Senior Notes of any series, or to any suit instituted
by any Holder of any Senior Note for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Senior Note on or after the
Stated Maturity or Maturities expressed in such Senior Note (or, in the case of
redemption, on or after the Redemption Date).

SECTION 5.15     WAIVER OF STAY OR EXTENSION LAWS

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01     CERTAIN DUTIES AND RESPONSIBILITIES

     (a) Except during the continuance of an Event of Default with respect to
Senior Notes of any series,

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

          (2)  in the absence of bad faith on its part, the Trustee may, with
respect to Senior Notes of such series, conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically



                                       28
<PAGE>   34

required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture.

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

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

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

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

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

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

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

SECTION 6.02     NOTICE OF DEFAULTS

          Within 90 days after the occurrence of any default hereunder with
respect to the Senior Notes of any series, the Trustee shall transmit by mail to
all Holders of Senior Notes of such series entitled to receive reports pursuant
to Section 3.13(c) of the Trust Indenture Act, notice of all defaults hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Senior Note of such series
or in the payment of any sinking fund installment with respect to Senior Notes
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

                                       29
<PAGE>   35

directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Senior Notes
of such series; and provided, further, that in the case of any default of the
character specified in Section 5.01(4) with respect to Senior Notes of such
series, no such notice to Holders shall be given until at least 45 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 Senior Notes of such series.

SECTION 6.03         CERTAIN RIGHTS OF TRUSTEE

          Subject to the provisions of Section 6.01:

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

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

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

     (d)  the Trustee may consult with counsel and the written advice of such
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;

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

     (f)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness 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;

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



                                       30
<PAGE>   36

     (h)  the Trustee shall not be charged with knowledge of any Event of
Default with respect to the Senior Notes of any series for which it is acting as
Trustee unless either (1) a Responsible Officer of the Trustee shall have actual
knowledge of the Event of Default or (2) written notice of such Event of Default
shall have been given to the Trustee by the Company, any other obligor on such
Senior Notes or by any Holder of such Senior Notes.

     (i)  the Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture.

SECTION 6.04     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SENIOR NOTES

          The recitals contained herein and in the Senior Notes (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Senior Notes. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Senior Notes or the proceeds thereof.

SECTION 6.05     MAY HOLD SENIOR NOTES

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Senior Notes and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 6.06     MONEY HELD IN TRUST

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

SECTION 6.07     COMPENSATION AND REIMBURSEMENT

          The Company agrees

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

          (2)  except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents



                                       31
<PAGE>   37

and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, willful misconduct or bad faith; and

          (3)  to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

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

          This indemnification shall survive the resignation or removal of the
Trustee and the termination of this Indenture.


          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

SECTION 6.08     DISQUALIFICATION; CONFLICTING INTERESTS

          If the Trustee has or shall acquire any conflicting interest, within
the meaning of the Trust Indenture Act, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.09     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by federal or
state authority and qualified and eligible under this Article and otherwise
permitted by the Trust Indenture Act to act as Trustee under an Indenture
qualified under the Trust Indenture Act. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.



                                       32
<PAGE>   38

SECTION 6.10     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

     (b) The Trustee may resign at any time with respect to the Senior Notes of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 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 the
Senior Notes of such series.

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

     (d) If at any time:

          (1)  the Trustee shall fail to comply with Section 6.08 after written
request therefor by the Company or by any Holder of a Senior Note who has been a
Holder of a Senior Note for at least six months, or

          (2)  the Trustee shall cease to be eligible under Section 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

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

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee with respect to all Senior Notes, or (ii) subject to Section 5.14, any
Holder of a Senior Note who has been a bona fide Holder of a Senior Note for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Senior Notes and the appointment of a successor Trustee or
Trustees.

          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Senior Notes of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Senior Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Senior Notes of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Senior Notes of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such




                                       33
<PAGE>   39

resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Senior Notes of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Senior Notes of such series delivered to the Company 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 6.11, become the successor Trustee with respect to the Senior Notes of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Senior Notes of any series
shall have been so appointed by the Company or the Holders of Senior Notes and
accepted appointment in the manner required by Section 6.11, any Holder of a
Senior Note who has been a bona fide Holder of a Senior Note 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 Senior Notes of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Senior Notes of any series and each appointment
of a successor Trustee with respect to the Senior Notes of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of such series of Senior Notes as their names and addresses appear in
the Security Register.

SECTION 6.11     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

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

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





                                       34
<PAGE>   40

vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Senior Notes of that or those
series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Senior Notes
of that or those series to which the appointment of such successor Trustee
relates.

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

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

     (e) Notwithstanding the replacement of the Trustee pursuant to Section
6.10, the Company's obligations under Section 6.07 shall continue for the
benefit of the retiring Trustee with respect to expenses, losses and liabilities
incurred by it prior to such replacement.

SECTION 6.12     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Senior Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Senior Notes so authenticated with the same
effect as if such successor Trustee had itself authenticated such Senior Notes.


                                       35
<PAGE>   41


SECTION 6.13     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Senior Notes), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

          (a)  "cash transaction" means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

          (b)  "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Company (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
(or any such obligor) arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.

SECTION 6.14     APPOINTMENT OF AUTHENTICATING AGENT

          At any time when any of the Senior Notes remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Senior Notes that shall be authorized to act on behalf of the
Trustee to authenticate Senior Notes of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.04, and Senior Notes so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Senior Notes by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so




                                       36
<PAGE>   42

published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

          Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or 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 to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of Senior
Notes, if any, of the series with respect to which such Authenticating Agent
will serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

          The provisions of Sections 3.06, 6.04 and 6.05 shall be applicable to
each Authenticating Agent.

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

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

          The Chase Manhattan Bank, as Trustee

          By:  As Authenticating Agent

          By:  Authorized Signatory


                                       37
<PAGE>   43

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

          The  Company will furnish or cause to be furnished to the Trustee

     (a) semi-annually, not later than June 1 and December 1, in each year, a
list, in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, or any of its Paying
Agents other than the Trustee, as to the names and addresses of the Holders of
Senior Notes as of the preceding May 15 or November 15, as the case may be, and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of the most recent Regular Record Date;

provided, however, that no such list need be provided so long as the Trustee is
the Security Registrar.

SECTION 7.02     PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS

     (a) The Trustee shall comply with the obligations imposed on it pursuant to
Section 312 of the Trust Indenture Act.

     (b) Every Holder of Senior Notes, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Senior Notes in accordance with Section 312(b) 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 7.03     REPORTS BY TRUSTEE

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

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




                                       38
<PAGE>   44

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

SECTION 7.04     REPORTS BY COMPANY

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

          (1)  file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended; or, if the Company 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, as amended, in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

          (2)  file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations;

          (3)  transmit, within 30 days after the filing thereof with the
Trustee, to the Holders of Senior Notes, 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 Company pursuant
to paragraphs (1) and (2) of this Section 7.04 as may be required by rules and
regulations prescribed from time to time by the Commission; and

          (4)  notify the Trustee when and as the Senior Notes of any series
become admitted to trading on any national securities exchange.

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

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



                                       39
<PAGE>   45

          (1)  in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company 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 supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Senior Notes and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;

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

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

SECTION 8.02     SUCCESSOR CORPORATION SUBSTITUTED

                 Upon any consolidation by the Company with or merger by the
Company into any corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor corporation formed by such consolidation or
into which the Company 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 Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Senior Notes.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 9.01     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

          Without the consent of any Holders of Senior Notes, the Company, when
authorized by 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
reasonably satisfactory to the Trustee, for any of the following purposes:

          (1)  to evidence the succession of another corporation to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Senior Notes; or



                                       40
<PAGE>   46

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

          (3)  to add any additional Events of Default; or

          (4)  to add to or change any of the provisions of this Indenture, to
change or eliminate any restrictions on the payment of principal (or premium, if
any) on Senior Notes or to permit the issuance of Senior Notes in uncertificated
form, provided any such action shall not adversely affect the interests of the
Holders of Senior Notes of any series in any material respect; or

          (5)  to change or eliminate any of the provisions of this Indenture
with respect to any series of Senior Notes theretofore unissued; or

          (6)  to secure the Senior Notes; or

          (7)  to establish the form or terms of Senior Notes of any series as
permitted by Sections 2.01 and 3.01; or

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

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

          (10) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to effect the qualification of this
Indenture under the Trust Indenture Act or under any similar federal statute
hereafter enacted, and to add to this Indenture such other provisions as may be
expressly required by the Trust Indenture Act.

SECTION 9.02     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Senior Notes of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of



                                       41
<PAGE>   47

modifying in any manner the rights of the Holders of Senior Notes of such series
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Senior Note
affected thereby,

          (1)  change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Senior Note, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or change the method of calculating the rate of
interest thereon, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or

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

          (3)  modify any of the provisions of this Section 9.02, Section 5.13
or Section 10.07, 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 Senior Note affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder of a Senior Note with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 10.07, or the
deletion of this proviso, in accordance with the requirements of Sections
6.11(b) and 9.01(8).

SECTION 9.03     GENERAL PROVISIONS REGARDING SUPPLEMENTAL INDENTURE

          (a)  A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been included solely
for the benefit of one or more particular series of Senior Notes, or which
modifies the rights of the Holders of Senior Notes 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 Senior Notes of any other series.


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

SECTION 9.04     EXECUTION OF SUPPLEMENTAL INDENTURES

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, in
addition to the documents required by Section 1.02, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be



                                       42
<PAGE>   48

obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties, immunities or liabilities under this Indenture or
otherwise.

SECTION 9.05     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 Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 9.06     CONFORMITY WITH TRUST INDENTURE ACT

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

SECTION 9.07     REFERENCE IN SENIOR NOTES TO SUPPLEMENTAL INDENTURES

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

                                   ARTICLE TEN

                                    COVENANTS

SECTION 10.01    PAYMENT OF PRINCIPAL AND INTEREST

          The Company covenants and agrees for the benefit of each series of
Senior Notes that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Senior Notes of that series in accordance with the
terms of the Senior Notes and this Indenture.

SECTION 10.02    MAINTENANCE OF OFFICE OR AGENCY

          The Company or its Affiliate will maintain an office or agency where
Senior Notes of each series may be presented or surrendered for payment, where
Senior Notes of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Senior Notes of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of Senior
Notes or shall fail to furnish the Trustee with the address thereof,



                                       43
<PAGE>   49

such presentations and surrenders of Senior Notes of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive
such respective presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies where the Senior Notes 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. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 10.03    MONEY FOR SENIOR NOTES PAYMENTS TO BE HELD IN TRUST

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

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

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

          (1)  hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Senior Notes of that 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 herein provided;

          (2)  give the Trustee notice of any default by the Company (or any
other obligor upon the Senior Notes of that series) in the making of any payment
of principal of (and premium, if any) or interest on the Senior Notes of that
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.



                                       44
<PAGE>   50

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

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

SECTION 10.04    CORPORATE EXISTENCE

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

SECTION 10.05    [RESERVED]

SECTION 10.06    STATEMENT AS TO COMPLIANCE

     (a) The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
1.02, signed by the principal executive officer, the principal financial officer
or the principal accounting officer of the Company, as to his or her knowledge
of the Company's compliance with all conditions and covenants under this
Indenture. For purposes of this Section 10.06, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.


                                       45
<PAGE>   51


     (b) The Company shall deliver to the Trustee, within five days after the
occurrence thereof, written notice of any Event of Default and any event which
after notice or lapse of time or both would become an Event of Default pursuant
to Section 5.01.

SECTION 10.07    WAIVER OF CERTAIN COVENANTS

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.04 with respect to the
Senior Notes of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Senior Notes of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive 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 Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


                                 ARTICLE ELEVEN

                           REDEMPTION OF SENIOR NOTES

SECTION 11.01    APPLICABILITY OF ARTICLE

          Senior Notes of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Senior Notes of any
series) in accordance with this Article.

SECTION 11.02    ELECTION TO REDEEM; NOTICE TO TRUSTEE

          The election of the Company to redeem any Senior Notes shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of all of the Senior Notes of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date. In case of any redemption at the election of
the Company of less than all the Senior Notes of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Senior Notes of
such series to be redeemed. In the case of any redemption of Senior Notes (i)
prior to the expiration of any restriction on such redemption provided in the
terms of such Senior Notes or elsewhere in this Indenture, or (ii) pursuant to
an election of the Company which is subject to a condition specified in the
terms of such Senior Notes, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.



                                       46
<PAGE>   52

SECTION 11.03    SELECTION BY TRUSTEE OF SENIOR NOTES TO BE REDEEMED

          If the Senior Notes are registered in the name of only one Holder, any
partial redemptions shall be pro rata. If the Senior Notes are held in
definitive form by more than one Holder and if less than all the Senior Notes of
any series are to be redeemed, the particular Senior Notes to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Senior Notes of such series not previously called for
redemption, by lot or other such method as the Trustee shall deem fair and
appropriate.

          The Trustee shall promptly notify the Company in writing of the Senior
Notes selected for redemption and, in the case of any Senior Notes 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 Senior Notes shall
relate, in the case of any Senior Notes redeemed or to be redeemed only in part,
to the portion of the principal amount of such Senior Notes which has been or is
to be redeemed.

SECTION 11.04        NOTICE OF REDEMPTION

                 Notice of redemption shall be given in the manner provided in
Section 1.06 to the Holders of Senior Notes to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  if less than all the Outstanding Senior Notes of any series are
to be redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Senior Notes to be redeemed,

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

          (5)  the place or places where such Senior Notes are to be surrendered
for payment of the Redemption Price, and

          (6)  that the redemption is for a sinking fund, if such is the case.
Notice of redemption of Senior Notes to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.



                                       47
<PAGE>   53

SECTION 11.05    DEPOSIT OF REDEMPTION PRICE

          Except as otherwise provided in a supplemental indenture pursuant to
Section 3.01, prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or its Affiliate is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of and accrued and
unpaid interest, if any, on all the Senior Notes which are to be redeemed on
that date.

SECTION 11.06    SENIOR NOTES PAYABLE ON REDEMPTION DATE

          Notice of redemption having been given as aforesaid, the Senior Notes
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified together with any accrued and unpaid interest
thereon, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued and unpaid interest) such Senior
Notes shall cease to bear interest. Upon surrender of any such Senior Note for
redemption in accordance with such notice, such Senior Note shall be paid by the
Company at the Redemption Price, together with accrued and unpaid interest, if
any; provided, however, that, except as otherwise provided in a supplemental
indenture pursuant to Section 3.01, installments of interest on Senior Notes
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Senior Notes, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.05.

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


SECTION 11.07    SENIOR NOTES REDEEMED IN PART

          Any Senior Note that is to be redeemed only in part shall be
surrendered at an office or agency of the Company therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Senior Note without service charge, a new Senior Note of the same series,
Stated Maturity and original issue date 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 of the Senior Note so surrendered.



                                       48
<PAGE>   54

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 12.01    APPLICABILITY OF ARTICLE

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Senior Notes of a series except as otherwise specified as
contemplated by Section 3.01 for Senior Notes of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Senior Notes of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Senior Notes of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Senior Notes of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Senior Notes of any series as provided for by the
terms of Senior Notes of such series.

SECTION 12.02    SATISFACTION OF SINKING FUND PAYMENTS WITH SENIOR NOTES

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



SECTION 12.03    REDEMPTION OF SENIOR NOTES FOR SINKING FUND

          Not less than 60 days prior to each sinking fund payment date for any
series of Senior Notes, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing 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 Senior Notes of that series
pursuant to Section 12.02 and stating the basis for such credit and that such
Senior Notes have not previously been so credited and will also deliver to the
Trustee any Senior Notes to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Senior Notes to be
redeemed upon such sinking fund payment date in the manner specified in Section
11.03 and cause notice



                                       49
<PAGE>   55

of the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.04. Such notice having been duly
given, the redemption of such Senior Notes shall be made upon the terms and in
the manner stated in Sections 11.06 and 11.07.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 13.01    NO RECOURSE AGAINST OTHERS

          An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Senior Notes or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Senior Note, each Holder shall waive and release all
such liability. Such waiver and release shall be part of the consideration for
the issue of the Senior Notes.

SECTION 13.02    ASSIGNMENT; BINDING EFFECT

          The Company shall have the right at all times to assign any of its
rights or obligations under this Indenture to a direct or indirect wholly-owned
subsidiary of the Company, provided that, in the event of any such assignment,
the Company shall remain primarily liable for the performance of all such
obligations. This Indenture may also be assigned by the Company in connection
with a transaction described in Article Eight. This Indenture shall be binding
upon and inure to the benefit of the Company, the Trustee, the Holders, any
Security Registrar, Paying Agent, and Authenticating Agent and their respective
successors and assigns.

          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.




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<PAGE>   56

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

                                        THE MONY GROUP INC.


                                        By: /s/ Richard Daddario
                                           -------------------------------------
                                           Name: Richard Daddario
                                           Title: Executive Vice President and
                                                  Chief Financial Officer

                                        THE CHASE MANHATTAN BANK
                                           Trustee


                                        By: /s/ Gemmel Richards
                                           -------------------------------------
                                           Name: Gemmel Richards
                                           Title: Assistant Vice President




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