<PAGE>   1

                                                                    EXHIBIT 4.01




                        UNITED DOMINION INDUSTRIES, INC.

                                     ISSUER

                                       AND

                       UNITED DOMINION INDUSTRIES LIMITED

                         UNITED DOMINION HOLDINGS, INC.

                                   GUARANTORS

                                       TO

                            FIRST UNION NATIONAL BANK
                                     TRUSTEE

                                    INDENTURE

                         DATED AS OF JANUARY ____, 2000



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                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                 <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..................................1
   Section 101.   Definitions........................................................................1
   Section 102.   Compliance Certificates and Opinions...............................................9
   Section 103.   Form of Documents Delivered to Trustee............................................10
   Section 104.   Acts of Holders; Record Dates.....................................................10
   Section 105.   Notices, Etc., to Trustee, Issuer and Guarantors..................................12
   Section 106.   Notice to Holders; Waiver.........................................................13
   Section 107.   Conflict with Trust Indenture Act.................................................13
   Section 108.   Effect of Headings and Table of Contents..........................................13
   Section 109.   Successors and Assigns............................................................13
   Section 110.   Separability Clause...............................................................13
   Section 111.   Benefits of Indenture.............................................................14
   Section 112.   Governing Law.....................................................................14
   Section 113.   Legal Holidays....................................................................14
   Section 114.   Appointment of Agent for Service..................................................14
ARTICLE TWO SECURITY FORMS..........................................................................15
   Section 201.   Forms Generally...................................................................15
   Section 202.   Forms of Guarantees...............................................................16
   Section 203.   Form of Face of Guaranteed Security...............................................16
   Section 204.   Form of Reverse of Guaranteed Security............................................18
   Section 205.   Additional Provisions Required in Global Security.................................24
   Section 206.   Form of Trustee's Certificate of Authentication...................................24
ARTICLE THREE THE GUARANTEED SECURITIES.............................................................24
   Section 301.   Amount Unlimited; Issuable in Series..............................................24
   Section 302.   Denominations.....................................................................28
   Section 303.   Execution, Authentication, Delivery and Dating....................................29
   Section 304.   Temporary Securities..............................................................30
   Section 305.   Registration, Registration of Transfer and Exchange...............................31
   Section 306.   Mutilated, Destroyed, Lost and Stolen Guaranteed Securities.......................33
   Section 307.   Payment of Interest; Interest Rights Preserved; Optional Interest Rate............34
   Section 308.   Optional Extension of Maturity....................................................36
   Section 309.   Persons Deemed Owners.............................................................37
   Section 310.   Cancellation......................................................................37
   Section 311.   Computation of Interest...........................................................38
   Section 312.   CUSIP Numbers.....................................................................38
ARTICLE FOUR SATISFACTION AND DISCHARGE.............................................................38
   Section 401.   Satisfaction and Discharge of Indenture...........................................38
   Section 402.   Application of Trust Money; Indemnification.......................................39
ARTICLE FIVE REMEDIES...............................................................................40
   Section 501.   Events of Default.................................................................40
   Section 502.   Acceleration of Maturity; Rescission and Annulment................................42
   Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee...................43
   Section 504.   Trustee May File Proofs of Claim..................................................44
</TABLE>

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<TABLE>
<S>                                                                                                <C>
   Section 505.   Trustee May Enforce Claims Without Possession of Guaranteed Securities............45
   Section 506.   Application of Money Collected....................................................45
   Section 507.   Limitation on Suits...............................................................45
   Section 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest.........46
   Section 509.   Restoration of Rights and Remedies................................................46
   Section 510.   Rights and Remedies Cumulative....................................................46
   Section 511.   Delay or Omission Not Waiver......................................................46
   Section 512.   Control by Holders................................................................47
   Section 513.   Waiver of Past Defaults...........................................................47
   Section 514.   Undertaking for Costs.............................................................48
   Section 515.   Waiver Stay or Extension Laws.....................................................48
ARTICLE SIX THE TRUSTEE.............................................................................48
   Section 601.   Certain Duties and Responsibilities...............................................48
   Section 602.   Notice of Defaults................................................................50
   Section 603.   Certain Rights of Trustee.........................................................50
   Section 604.   Not Responsible for Recitals or Issuance of Guaranteed Securities.................51
   Section 605.   May Hold Guaranteed Securities....................................................51
   Section 606.   Money Held in Trust...............................................................51
   Section 607.   Compensation and Reimbursement....................................................51
   Section 608.   Disqualification; Conflicting Interests...........................................52
   Section 609.   Corporate Trustee Required; Eligibility...........................................52
   Section 610.   Resignation and Removal; Appointment of Successor.................................53
   Section 611.   Acceptance of Appointment by Successor............................................54
   Section 612.   Merger, Conversion, Consolidation or Succession to Business.......................55
   Section 613.   Preferential Collection of Claims Against the Issuer or the Guarantors............55
   Section 614.   Appointment of Authenticating Agent...............................................55
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER......................................57
   Section 701.   Issuer to Furnish Trustee Names and Addresses of Holders..........................57
   Section 702.   Preservation of Information; Communications to Holders............................57
   Section 703.   Reports by Trustee................................................................59
   Section 704.   Reports by Issuer and Guarantors..................................................59
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE..................................60
   Section 801.   Issuer and Guarantors May Consolidate, Etc., Only on Certain Terms................60
   Section 802.   Successor Substituted.............................................................61
ARTICLE NINE SUPPLEMENTAL INDENTURES................................................................61
   Section 901.   Supplemental Indentures Without Consent of Holders................................61
   Section 902.   Supplemental Indentures with Consent of Holders...................................63
   Section 903.   Execution of Supplemental Indentures..............................................65
   Section 904.   Effect of Supplemental Indentures.................................................65
   Section 905.   Conformity with Trust Indenture Act...............................................65
   Section 906.   Reference in Guaranteed Securities to Supplemental Indentures.....................65
ARTICLE TEN COVENANTS...............................................................................65
   Section 1001.     Payment of Principal, Premium and Interest.....................................65
   Section 1002.     Maintenance of Office or Agency................................................65
   Section 1003.     Money for Guaranteed Securities Payments to Be Held in Trust...................66
</TABLE>

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<TABLE>
<S>                                                                                                <C>
   Section 1004.     Statement by Officers as to Default............................................67
   Section 1005.     Existence......................................................................67
   Section 1006.     Maintenance of Properties......................................................68
   Section 1007.     Payment of Taxes and Other Claims..............................................68
   Section 1008.     Limitations on Liens...........................................................68
   Section 1009.     Limitation on Indebtedness of Restricted Subsidiaries..........................70
   Section 1010.     Limitations on Sale and Lease-Back.............................................70
   Section 1011.     Waiver of Certain Covenants....................................................71
   Section 1012.     Applicability of Covenants.....................................................71
   Section 1013.     Tax Information................................................................72
   Section 1014.     Ownership of Issuer............................................................72
ARTICLE ELEVEN REDEMPTION OF GUARANTEED SECURITIES..................................................72
   Section 1101.     Applicability of Article.......................................................72
   Section 1102.     Election to Redeem; Notice to Trustee..........................................72
   Section 1103.     Selection by Trustee of Guaranteed Securities to Be Redeemed...................72
   Section 1104.     Notice of Redemption...........................................................73
   Section 1105.     Deposit of Redemption Price....................................................74
   Section 1106.     Guaranteed Securities Payable on Redemption Date...............................74
   Section 1107.     Guaranteed Securities Redeemed in Part.........................................74
ARTICLE TWELVE SINKING FUNDS........................................................................74
   Section 1201.     Applicability of Article.......................................................74
   Section 1202.     Satisfaction of Sinking Fund Payments with Guaranteed Securities...............75
   Section 1203.     Redemption of Guaranteed Securities for Sinking Fund...........................75
ARTICLE THIRTEEN GUARANTEES.........................................................................75
   Section 1301.     Guarantee......................................................................75
   Section 1302.     Execution and Delivery of Guarantees...........................................77
ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF THE HOLDERS.............................................78
   Section 1401.     Applicability of Article.......................................................78
   Section 1402.     Repayment of Guaranteed Securities.............................................78
   Section 1403.     Exercise of Option.............................................................78
   Section 1404.     When Guaranteed Securities Presented for Repayment Become Due and Payable......79
   Section 1405.     Guaranteed Securities Repaid in Part...........................................79
ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE..................................................79
   Section 1501.     Issuer's Option to Effect Defeasance or Covenant Defeasance....................79
   Section 1502.     Defeasance and Discharge.......................................................80
   Section 1503.     Covenant Defeasance............................................................80
   Section 1504.     Conditions to Defeasance or Covenant Defeasance................................80
   Section 1505.     Acknowledgment of Discharge By Trustee.........................................82
   Section 1506.     Deposited Money and U.S. Government Obligations to Be Held in Trust;
                     Miscellaneous Provisions.......................................................83
   Section 1507.     Reinstatement..................................................................83
</TABLE>

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         INDENTURE, dated as of January ___, 2000, among United Dominion
Industries, Inc., a corporation duly organized and existing under the laws of
the State of Delaware, as issuer (the "Issuer"), and United Dominion Industries
Limited, a corporation organized and existing under the laws of Canada, and
United Dominion Holdings, Inc., a corporation organized and existing under the
laws of the State of Delaware, as guarantors (each a "Guarantor" and
collectively the "Guarantors"), each of the foregoing having its principal
office at 2300 One First Union Center, 301 South College Street, Charlotte,
North Carolina 28202, and First Union National Bank, a United States national
banking corporation, as Trustee (the "Trustee").

                    RECITALS OF THE ISSUER AND THE GUARANTORS

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the "Guaranteed
Securities"), to be issued in one or more series as provided for herein.

         Each of the Guarantors has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its
Guarantee, as defined below, which shall apply to, and be endorsed on, any and
all Guaranteed Securities issued by the Issuer, as provided for herein.

         All things necessary to make this Indenture a valid agreement of the
Issuer and each of the Guarantors, in accordance with its terms, have been done.
Each of the Guarantors proposes to do all things necessary to make the
Guarantees, when executed by each Guarantors and endorsed on the Guaranteed
Securities issued by the Issuer hereunder, and authenticated and delivered
hereunder, the valid obligations of each of the Guarantors as hereinafter
provided.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

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

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

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



                                       1
<PAGE>   6

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with Canadian generally
         accepted accounting principles, 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 at the date
         of such computation; and

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

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

         "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.

         "Attributable Debt", when used in connection with a sale and lease-back
transaction referred to herein shall mean, as of any particular time, the
aggregate of present values (discounted at a rate per annum equal to the average
interest borne by all Outstanding Guaranteed Securities determined on a weighted
average basis and compounded semi-annually) of the obligations of any of the
Issuer or the Guarantors or any Subsidiary for net rental payments during the
remaining term of the lease (including any period for which such lease has been
extended or may, at the option of the lessor, be extended). The term "net rental
payments" under any lease of any period shall mean the sum of the rental and
other payments required to be paid in such period by the lessee thereunder, not
including, however, any amounts required to be paid by such lessee (whether or
not designated as rental or additional rental) on account of maintenance and
repairs, reconstruction, insurance, taxes, assessments, water rates or similar
charges required to be paid by such lessee thereunder or any amounts required to
be paid by such lessee thereunder contingent upon the amount of sales,
maintenance and repairs, reconstruction, insurance, taxes, assessments, water
rates or similar charges.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Guaranteed Securities of one or more series.

         "Board of Directors" means, as applicable, the board of directors of
the Issuer or either Guarantor or any duly authorized committee of such boards.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Issuer or either Guarantor to have
been duly adopted by its Board of Directors, or such committee of the Board of
Directors or officers of the Issuer or a Guarantor to which authority to act on
behalf of its Board of Directors has been delegated, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



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         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

         "Consolidated Net Assets" means at any date, the total assets appearing
on the most recently prepared consolidated balance sheet of United Dominion
Industries Limited and its Subsidiaries as of the end of a fiscal quarter of
United Dominion Industries Limited, prepared in accordance with Canadian
generally accepted accounting principles at the time of calculation, less all
current liabilities as shown on such balance sheet.

         "Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of United
Dominion Industries Limited and its Subsidiaries as of the end of a fiscal
quarter of United Dominion Industries Limited, prepared in accordance with
Canadian generally accepted accounting principles, less (a) all current
liabilities as shown on such balance sheet and (b) intangible assets.
"Intangible assets" means the value (net of any applicable reserves), as shown
on or reflected in such balance sheet of: (i) all trade names, trademarks,
licenses, patents, copyrights and goodwill; (ii) organizational costs; and (iii)
deferred charges (other than prepaid items such as insurance, taxes, interest,
commissions, rents and similar items and tangible assets being amortized); but
in no event shall the term "intangible assets" include product development
costs.

         "Corporate Trust Office" means the principal office of the Trustee at
230 South Tryon Street, 9th Floor, Charlotte, North Carolina 28288-1179 at which
at any particular time its corporate trust business shall be administered.

         "corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Covenant Defeasance" has the meaning specified in Section 1503.

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

         "Defeasance" has the meaning specified in Section 1502.

         "Depositary" means, with respect to the Guaranteed Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such series by the Issuer
pursuant to Section 301, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934, as amended; and if at any time there
is more than one such Person, "Depositary" as used with respect to the
Guaranteed Securities of any series shall mean the Depositary with respect to
the Guaranteed Securities of such series.



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         "Event of Default" has the meaning specified in Section 501.

         "Expiration Date" has the meaning specified in Section 104.

         "Foreign Currency" means a currency or cash issued by the government of
any country other than the United States of America or units based on or
relating to such currencies (including European Currency Units) (such units,
including European Currency Units, being hereinafter referred to as `composite
currencies' or `basket currencies').

         "Foreign Government Securities" means, with respect to Guaranteed
Securities of any series that are denominated in a Foreign Currency, noncallable
(i) direct obligations of the government that issued such Foreign Currency for
the payment of which obligations its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of such government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such
government.

         "Funded Indebtedness" means any Indebtedness maturing by its terms more
than one year from the date of the determination thereof, including any
Indebtedness renewable or extendible at the option of the obligor to a date
later than one year from the date of the determination thereof.

         "Global Security" or "Global Securities" means a Guaranteed Security or
Guaranteed Securities, as the case may be, in the form prescribed in Section 205
evidencing all or part of a series of Guaranteed Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or nominee.

         "Guarantee" means the guarantee of each Guarantor as endorsed on each
Guaranteed Security issued by the Issuer and authenticated and delivered
pursuant to this Indenture and shall include the Guarantee set forth in Article
Thirteen of this Indenture and all other obligations and covenants of such
Guarantor contained in this Indenture and any Guaranteed Securities.

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

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

         "Guarantor Order" or "Guarantor Request" means a written order or
request signed in the name of a Guarantor by its Chairman of the Board, its Vice
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.

         "Holder" means a Person in whose name a Guaranteed Security is
registered in the Security Register.



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<PAGE>   9

         "Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with Canadian
generally accepted accounting principles, and (vi) all Indebtedness of others
guaranteed by the Issuer, either Guarantor or any of their respective
Subsidiaries or for which the Issuer, either Guarantor or any of their
respective Subsidiaries is otherwise responsible or liable (whether by agreement
to purchase indebtedness of, or to supply funds or to invest in, others).

         "Indenture" means this indenture 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,
including, for all purposes of this Indenture, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this Indenture and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Guaranteed Securities established as contemplated by Section 301.

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

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

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

         "Issuer Order" or "Issuer Request" means a written order or request
signed in the name of the Issuer by its Chairman of the Board, its Vice 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.

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

         "Notice of Default" means a written notice of the kind specified in
Section 501(4).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice 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 Issuer or either Guarantor, as the case may be, and delivered
to the Trustee. One of the officers signing an Officers' Certificate given
pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of each of the Issuer and the Guarantors.



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<PAGE>   10

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

         "Optional Reset Date" has the meaning specified in Section 307(b).

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

         "Original Stated Maturity" has the meaning specified in Section 308.

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

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

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

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

                  (iv) Guaranteed Securities as to which Defeasance has been
         effected pursuant to Section 1502;

                  provided, however, that in determining whether the Holders of
         the requisite principal amount of the Outstanding Guaranteed Securities
         have given any request, demand, authorization, direction, notice,
         consent or waiver hereunder, as of any date (A) the principal amount of
         an Original Issue Discount Security that shall be deemed to be
         Outstanding shall be the amount of the principal thereof that would be
         due and payable as of the date of such determination upon acceleration
         of the Maturity thereof to such date, pursuant to Section 502, (B) if,
         as of such date, the principal amount payable at the Stated Maturity of
         a Guaranteed Security is not determinable (for example, because it is
         based on an index), the principal amount of such Guaranteed Security
         deemed to be outstanding as of such date will be an amount determined
         in the manner prescribed for such Guaranteed Security, (C) the
         principal amount of a Guaranteed Security denominated in



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<PAGE>   11

         one or more Foreign Currencies or currency units shall be the U.S.
         dollar equivalent, determined in the manner provided as contemplated by
         Section 301 on the date of original issuance of such Guaranteed
         Security, of the principal amount (or, in the case of a Guaranteed
         Security described in clause (A) or (B) above, the U.S. dollar
         equivalent of the amount determined as provided in such clause above)
         of such Guaranteed Security, and (D) Guaranteed Securities owned by the
         Issuer, either Guarantor or any other obligor upon the Guaranteed
         Securities or any Affiliate of the Issuer or either Guarantor or of
         such other obligor shall be disregarded and deemed not to be
         Outstanding, except that, in determining whether the Trustee shall be
         protected in relying upon any such request, demand, authorization,
         direction, notice, consent or waiver, only Guaranteed Securities which
         a Responsible Officer of the Trustee actually knows to be so owned
         shall be so disregarded. Guaranteed Securities so owned which have been
         pledged in good faith may be regarded as Outstanding if the pledgee
         establishes to the satisfaction of the Trustee the pledgee's right to
         so act with respect to such Guaranteed Securities and that the pledgee
         is not the Issuer, either Guarantor or any other obligor upon the
         Guaranteed Securities or any Affiliate of the Issuer or either
         Guarantor or of such other obligor.

         "Paying Agent" means any Person authorized by the Issuer or either
Guarantor to pay the principal of or any premium or interest on any Guaranteed
Securities on behalf of the Issuer or such Guarantor.

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

         "Place of Payment", when used with respect to the Guaranteed Securities
of any series, means the place or places where the principal of and any premium
and interest on the Guaranteed Securities of that series are payable as
contemplated by Section 301.

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

         "Principal Property" means any manufacturing or processing plant,
building, structure or other facility of any character (together with the land
on which it is erected and improvements and fixtures comprising a part thereof)
or other real property interest (all such facilities or interests forming an
integral part of a single development or operation being considered as one
interest), owned or leased and having a gross book value as of the date of its
determination in excess of 1% of Consolidated Net Tangible Assets, other than a
facility or portion thereof (i) financed by means of industrial revenue bonds or
(ii) which, as determined in good faith by resolution of the Board of Directors
of the Issuer or a Guarantor, as the case may be, is not of material importance
to the total business conducted by the Issuer, the Guarantors and their
respective Subsidiaries taken as a whole.



                                       7
<PAGE>   12

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

         "Redemption Price", when used with respect to any Guaranteed Security
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 Guaranteed Securities of any series means the date specified for
that purpose as contemplated by Section 301.

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

         "Reset Notice" has the meaning specified in Section 307(b).

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including any vice
president, any secretary, any assistant secretary, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means as of the date of determination, United
Dominion Industries, Inc., United Dominion Holdings, Inc. and any other
Subsidiary the assets of which account for more than 5% of the Consolidated Net
Tangible Assets at the end of the most recent fiscal period or the revenues of
which account for more than 5% of the consolidated revenues of United Dominion
Industries Limited and its Subsidiaries for the most recently completed four
fiscal quarters, including as a Restricted Subsidiary in each case any parent
company of any such Subsidiary. A "wholly owned Restricted Subsidiary" is any
Restricted Subsidiary of which all outstanding securities having the voting
power to elect the Board of Directors of such Restricted Subsidiary
(irrespective of whether or not at the time securities of any other class or
classes of such Restricted Subsidiary will have or might have voting power by
reason of the happening of any contingency) are at the time directly or
indirectly owned or controlled by the Issuer or a Guarantor, or by one or more
wholly owned Restricted Subsidiaries, or by the Issuer or a Guarantor and one or
more wholly owned Restricted Subsidiaries.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

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

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



                                       8
<PAGE>   13

         "Subsequent Interest Period" has the meaning specified in Section
307(b).

         "Subsidiary" means any corporation, limited liability company,
association or other entity of which at least a majority of outstanding
securities have the voting power to elect a majority of the Board of Directors
of such entity (irrespective of whether or not at the time securities of any
other class or classes of such entity shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by the Issuer or a Guarantor, or one or more of
the Subsidiaries, or by the Issuer or a Guarantor and one or more Subsidiaries.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

         "U.S. Government Obligations" has the meaning specified in Section
1504.

         "United States" means the United States of America excluding its
territories and possessions, but including the Commonwealth of Puerto Rico.

         "Vice President", when used with respect to the Issuer, a Guarantor 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".

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

         Section 102. Compliance Certificates and Opinions. Upon any application
or request by the Issuer or a Guarantor to the Trustee to take any action under
any provision of this Indenture, the Issuer or that Guarantor 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:



                                       9
<PAGE>   14

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

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

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

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

         Section 103. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         Any certificate or opinion of an officer of the Issuer or a Guarantor
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 such officer's
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
Issuer or such Guarantor stating that the information with respect to such
factual matters is in the possession of the Issuer or such Guarantor, 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 104. Acts of Holders; Record Dates. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders may be
embodied in and evidenced by one or more written instruments of substantially
similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Issuer or a
Guarantor. 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


                                       10
<PAGE>   15

instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Issuer or a Guarantor, 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 acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

         (c) The Issuer may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Guaranteed Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Guaranteed Securities of such series. If not set by the Issuer
prior to the first solicitation of a Holder of Guaranteed Securities of such
series made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote shall
be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 701) prior to such first
solicitation or vote, as the case may be. Notwithstanding the foregoing, the
Issuer may not set a record date for, and the provisions of this paragraph shall
not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Guaranteed Securities
of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Guaranteed Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Issuer from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Guaranteed Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this
paragraph, the Issuer, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Guaranteed Securities of
the relevant series in the manner set forth in Section 106.

         (d) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Guaranteed Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Guaranteed Securities
of such series. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Guaranteed



                                       11
<PAGE>   16

Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Guaranteed Securities of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Trustee from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Guaranteed Securities of the
relevant series on the date such action is taken. Promptly after any record date
is set pursuant to this paragraph, the Trustee, at the Issuer's expense, shall
cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Issuer and the Guarantors in
writing and to each Holder of Guaranteed Securities of the relevant series in
the manner set forth in Section 106.

         (e) With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Guaranteed Securities of the relevant series in
the manner set forth in Section 106, on or prior to the existing Expiration
Date. If an Expiration Date is not designated with respect to any record date
set pursuant to this Section, the party hereto which set such record date shall
be deemed to have initially designated the 180th day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the 180th day after the applicable record
date.

         (f) Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Guaranteed Security may do so
with regard to all or any part of the principal amount of such Guaranteed
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such principal
amount.

         (g) The ownership of Guaranteed Securities shall be proved by the
Security Register.

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

         Section 105. Notices, Etc., to Trustee, Issuer and Guarantors. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,



                                       12
<PAGE>   17

                  (i) the Trustee by any Holder, or by the Issuer or a Guarantor
         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: Corporate Trust Administration, or

                  (ii) the Issuer or a Guarantor 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 Issuer or such Guarantor addressed to it at the
         address of its principal office specified in the first paragraph of
         this instrument or at any other address previously furnished in writing
         to the Trustee by the Issuer or such Guarantor.

         Section 106. Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

         Section 107. Conflict with Trust Indenture Act. If any provision of
this Indenture limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

         Section 108. 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 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Issuer or a Guarantor shall bind its successors and
assigns, whether so expressed or not.

         Section 110. Separability Clause. In case any provision in this
Indenture or in the Guaranteed Securities 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.



                                       13
<PAGE>   18

         Section 111. Benefits of Indenture. Nothing in this Indenture or in the
Guaranteed Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

         Section 112. Governing Law. THIS INDENTURE AND THE GUARANTEED
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY WITHIN THE
STATE OF NEW YORK.

         Section 113. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Guaranteed Security shall not be
a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Guaranteed Securities (other than a
provision of the Guaranteed Securities of any series which specifically states
that such provision shall apply in lieu of this Section)) payment of principal
and any premium and interest need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

         Section 114. Appointment of Agent for Service. (a) By the execution and
delivery of this Indenture, United Dominion Industries Limited designates and
appoints the Issuer, in Charlotte, North Carolina, as its authorized agent upon
which process may be served in any suit or proceeding arising out of or relating
to the Guaranteed Securities, the Guarantees or this Indenture which may be
instituted in any Federal or New York State Court located in the Borough of
Manhattan, City and State of New York, but for that purpose only, and agrees
that service of process upon the Issuer, directed to the attention of Corporate
Secretary and written notice of said service given by the Person serving the
same to it, addressed as provided in Section 105, shall be deemed in every
respect effective service of process upon it in any such suit or proceeding in
any Federal or State Court in such Borough, City and State. United Dominion
Industries Limited hereby submits (for the purposes of any such suit or
proceeding) to the jurisdiction of any such court described above in which any
such suit or proceeding is so instituted, and irrevocably waives, to the fullest
extent it may lawfully do so, any objection it may have now or hereafter to the
laying of the venue of any such suit, action or proceeding in any such court and
irrevocably waives, to the fullest extent it may lawfully do so, any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. Such submission and waiver shall be irrevocable so
long as any of the Guaranteed Securities remain outstanding and such appointment
will be irrevocable until the appointment of a successor by United Dominion
Industries Limited with the consent of the Trustee and such successor's
acceptance of such appointment. Upon such acceptance, United Dominion Industries
Limited shall notify the Trustee, in writing, of the name and address of such
successor. United Dominion Industries Limited further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
the Issuer or its successor in full force and effect so long as any of the
applicable Guaranteed Securities shall be outstanding. The



                                       14
<PAGE>   19

Trustee shall not be obligated and shall have no responsibility with respect to
any failure by United Dominion Industries Limited to take any such action.

         (b) United Dominion Industries Limited agrees, to the fullest extent
that it lawfully may do so, that final judgment in any such suit, action or
proceeding, brought in such a court shall be conclusive and binding upon such
Guarantor, and may be enforced in the courts of Canada (or any other courts of
jurisdictions to which such Guarantor is subject or where any Restricted
Subsidiary or Principal Property is located) by a suit upon such judgment,
provided that service of process is effected upon such Guarantor in the manner
specified in the foregoing paragraph or as otherwise permitted by law; provided,
however, that such Guarantor does not waive, and the foregoing provisions of
this sentence shall not constitute or be deemed to constitute a waiver of (1)
any right to appeal any such judgment, to seek any stay or otherwise to seek
reconsideration or review of such judgment, (2) any stay of execution or levy
pending an appeal from, or a suit, action or proceeding for reconsideration of,
any such judgment, (3) any defense to a claim for punitive damages and the like,
(4) the defense of payment, or (5) any other right or remedy of such Guarantor,
to the extent not expressly waived in accordance with this Section 114.

         (c) Nothing in this Section shall affect the right of the Trustee or
any Holder of any Guaranteed Security to serve process in any manner permitted
by applicable law or limit the right of the Trustee or any Holder of any
Guaranteed Security to bring proceedings against such Guarantor in the courts of
any other jurisdiction or jurisdictions.

                                  ARTICLE TWO
                                 SECURITY FORMS

         Section 201. Forms Generally. The Guaranteed Securities of each series
shall be in substantially the form set forth in this Article, or in such other
form as shall be established by or pursuant to a Board Resolution of the Issuer
or in one or more indentures supplemental hereto, 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 applicable tax laws or the rules of any
securities exchange or automated quotation system on which the Guaranteed
Securities of such series may be listed or traded or the Depositary therefor or
as may, consistently herewith, be determined by the officers executing such
Guaranteed Securities, as evidenced by their execution of the Guaranteed
Securities. If the form of Guaranteed Securities of any series is established by
action taken pursuant to a Board Resolution of the Issuer, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Issuer and of each of the Guarantors delivered to the
Trustee at or prior to the delivery of the Issuer Order and the Guarantor Order
contemplated by Section 303 for the authentication and delivery of such
Guaranteed Securities.

         The definitive Guaranteed Securities shall be typewritten, printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner permitted by the rules of any securities exchange or automated
quotation system on which the Guaranteed Securities of such series may be listed
or traded, all as determined by the officers executing such Guaranteed
Securities, as evidenced by their execution of such Guaranteed Securities.



                                       15
<PAGE>   20

         The Guarantees shall be endorsed on each Guaranteed Security and such
Guarantee for the Guaranteed Securities of a particular series shall be in such
form as is established pursuant to Section 202.

         Section 202. Forms of Guarantees. The Guarantee of each Guarantor shall
be endorsed on each Guaranteed Security and for each particular series of
Guaranteed Securities shall be in substantially such form or forms as shall be
established by or pursuant to Board Resolutions of each of the Guarantors (and
including, without limitation, in any Officers' Certificate of an officer
authorized to act in connection with such matter or pursuant to such Board
Resolutions) of each Guarantor or an indenture supplemental hereto, with such
appropriate assertions, omissions, substitutions, and other corrections as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may, consistently herewith, be
determined by the officers executing such Guarantees. Such execution of such
Guarantees shall be conclusive evidence as regards the Guarantors as to any such
determination made by the Guarantors.

         Section 203. Form of Face of Guaranteed Security. (If applicable,
insert the following legend, or such other legend as may be required by the
Internal Revenue Code or the regulations thereunder:

         FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT
ON THIS SECURITY IS ____% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS
___________, 20__ [,] [AND] THE YIELD TO MATURITY IS _____% [, THE METHOD USED
TO DETERMINE THE YIELD IS _______________ AND THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF ____________, 20__ TO
______________________, 20__ IS ___% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]

                        UNITED DOMINION INDUSTRIES, INC.
                               (Title of Security)

No. _____                                                    $_________________
                                                         CUSIP NO._____________

         United Dominion Industries, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the "Issuer",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ______________, or
registered assigns, the principal sum of ____________ Dollars on
__________________ [if the Guaranteed Security is to bear interest prior to
Maturity, insert --, and to pay interest thereon from ______________ or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on __________ and ____________ in each year,
commencing ____________, at the rate of ___% per annum, until the principal
hereof is paid or made available for payment [if applicable, insert --, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of ___% per annum on any overdue principal and premium and on any
overdue installment of interest] [if



                                       16
<PAGE>   21

applicable, insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
_____% per annum (to the extent permitted by applicable law), from the dates
such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. [If applicable, insert -- The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
days elapsed in any partial month.] In the event that any date on which interest
is payable on this Guaranteed Security is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay) with the same force and effect as if made on the date the payment
was originally payable. A "Business Day" shall mean, when used with respect to
any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.] The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Guaranteed Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the _____________ or ____________ (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Guaranteed Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Guaranteed Securities of this series not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange or
automated quotation system on which the Guaranteed Securities of this series may
be listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in said Indenture).

         [If the Guaranteed Security is not to bear interest prior to Maturity,
insert -- The principal of this Guaranteed Security shall not bear interest
except in the case of a default in payment of principal upon acceleration, upon
redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium of this Guaranteed Security shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such default in
payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of ____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.)]

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Guaranteed Security will be made at the
office or agency of the Issuer maintained for that purpose in New York, New York
or Charlotte, North Carolina, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public



                                       17
<PAGE>   22

and private debts [if applicable, insert --; provided, however, that at the
option of the Issuer payment of interest may be made (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, or (ii) by wire transfer in immediately available funds at
such place and to such account as may be designated in writing prior to the
Regular Record Date by the Person entitled thereto as specified in the Security
Register].

         Reference is hereby made to the further provisions of this Guaranteed
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

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

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

                                                UNITED DOMINION INDUSTRIES, INC.


                                                --------------------------------
                                                By
                                                  ------------------------------
Attest:

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



                                                --------------------------------
                                                By
                                                  ------------------------------
Attest:

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


         Section 204. Form of Reverse of Guaranteed Security. This Guaranteed
Security is one of a duly authorized issue of securities of the Issuer (herein
called the "Guaranteed Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ____________, (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), among the Issuer, the Guarantors and First Union National Bank, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Guarantors, the
Trustee and the Holders of the Guaranteed Securities and of the terms upon which
the Guaranteed Securities are, and are to be, authenticated and delivered. This
Guaranteed Security is one of the series designated on the face hereof [if
applicable, insert -- limited in aggregate principal amount to $___________].



                                       18
<PAGE>   23

         [If applicable, insert -- The Guaranteed Securities of this series are
subject to redemption.]

         [If applicable, insert -- The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on this
Guaranteed Security may be reset by the Issuer on ____________ (each an
"Optional Reset Date"). The Issuer may exercise such option with respect to this
Guaranteed Security by notifying the Trustee of such exercise at least 50 but
not more than 60 days prior to an Optional Reset Date for this Guaranteed
Security. Not later than 40 days prior to each Optional Reset Date, the Trustee
shall transmit, in the manner provided for in Section 106 of the Indenture, to
the Holder of this Guaranteed Security a notice (the "Reset Notice") indicating
whether the Issuer has elected to reset the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable), and if
so (i) such new interest rate (or such new spread or spread multiplier, if
applicable) and (ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or if there is no
such next Optional Reset Date, to the Stated Maturity of this Guaranteed
Security (each such period a "Subsequent Interest Period"), including the date
or dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Subsequent Interest Period.

         Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Issuer may, at its option, revoke the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106 of the Indenture, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of this
Guaranteed Security. Such notice shall be irrevocable. All Guaranteed Securities
of this series with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Guaranteed
Securities have not tendered such Guaranteed Securities for repayment (or have
validly revoked any such tender) pursuant to the next succeeding paragraph, will
bear such higher interest rate (or such higher spread or spread multiplier, if
applicable).

         The Holder of this Guaranteed Security will have the option to elect
repayment by the Issuer of the principal of this Guaranteed Security on each
Optional Reset Date at a price equal to the principal amount hereof plus
interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article
Fourteen of the Indenture for repayment at the option of Holders except that the
period for delivery or notification to the Trustee shall be at least 25 but not
more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered this Guaranteed Security for repayment pursuant to the Reset
Notice, the Holder may, by written notice to the Trustee, revoke such tender or
repayment until the close of business on the tenth day before such Optional
Reset Date.]

         [If applicable, insert -- The Stated Maturity of this Guaranteed
Security may be extended at the option of the Issuer for _______________ (each
an "Extension Period") up to but not



                                       19
<PAGE>   24

beyond ____________ (the "Final Maturity"). The Issuer may exercise such option
with respect to this Guaranteed Security by notifying the Trustee of such
exercise at least 50 but not more than 60 days prior to the Stated Maturity of
this Guaranteed Security in effect prior to the exercise of such option (the
"Original Stated Maturity"). If the Issuer exercises such option, the Trustee
shall transmit, in the manner provided for in Section 106 of the Indenture, to
the Holder of this Guaranteed Security not later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Issuer to extend the Maturity, (ii) the new Stated Maturity,
(iii) the interest rate applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of this
Guaranteed Security shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Guaranteed
Security will have the same terms as prior to the transmittal of such Extension
Notice.

         Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of this Guaranteed Security, the Issuer may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of this Guaranteed Security. Such notice shall be
irrevocable. All Guaranteed Securities of this series with respect to which the
Stated Maturity is extended will bear such higher interest rate.

         If the Issuer extends the Maturity of this Guaranteed Security, the
Holder will have the option to elect repayment of this Guaranteed Security by
the Issuer on the Original Stated Maturity at a price equal to the principal
amount hereof, plus interest accrued to such date. In order to obtain repayment
on the Original Stated Maturity once the Issuer has extended the Maturity
hereof, the Holder hereof must follow the procedures set forth in Article
Fourteen of the Indenture for repayment at the option of Holders, except that
the period for delivery or notification to the Trustee shall be at least 25 but
not more than 35 days prior to the Original Stated Maturity and except that, if
the Holder has tendered this Guaranteed Security for repayment pursuant to an
Extension Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day before the
Original Stated Maturity.]

         [If applicable, insert -- The Guaranteed Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert -- (1) on ___________ in any year commencing with the year
_____________ and ending with the year __________ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable insert -- on or after
______________, 20__], as a whole or in part, at the election of the Issuer, at
the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before _________________, ___%, and if redeemed]
during the 12-month period beginning _____________ of the years indicated,

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




                                       20
<PAGE>   25

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

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



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

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

         [If applicable, insert -- Notwithstanding the foregoing, the Issuer may
not, prior to _______________, redeem any Guaranteed Securities of this series
as contemplated by (Clause (2) of) the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Issuer (calculated
in accordance with generally accepted financial practice) of less than ___% per
annum.]

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



                                       21
<PAGE>   26

         [If the Guaranteed Security is subject to redemption of any kind,
insert -- In the event of redemption of this Guaranteed Security in part only, a
new Guaranteed Security or Guaranteed Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

         [If the Guaranteed Security is not an Original Issue Discount Security,
insert --If an Event of Default with respect to Guaranteed Securities of this
series shall occur and be continuing, the principal of the Guaranteed Securities
of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]

         [The Indenture contains provisions for Defeasance at any time of [the
entire indebtedness of this Guaranteed Security] [or] [certain restrictive
covenants and Events of Default with respect to this Guaranteed Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

         [If the Guaranteed Security is an Original Issue Discount Security,
insert -- If an Event of Default with respect to Guaranteed Securities of this
series shall occur and be continuing, [the] [an amount of] principal of the
Guaranteed Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal
to --insert formula for determining the amount. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Issuer's obligations in
respect of the payment of the principal of and interest, if any, on the
Guaranteed Securities of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantors and the rights of the Holders of the Guaranteed
Securities of each series to be affected under the Indenture at any time by the
Issuer, the Guarantors and the Trustee with the consent of the Holders of a
majority in principal amount of the Guaranteed Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Guaranteed Securities of each series at the time Outstanding, on behalf
of the Holders of all Guaranteed Securities of such series, to waive compliance
by the Issuer and the Guarantors with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Guaranteed Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Guaranteed
Security and of any Guaranteed Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Guaranteed Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Guaranteed Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Guaranteed Securities of this series, the Holders of not
less than 25% in principal amount of the Guaranteed Securities of this series at
the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of



                                       22
<PAGE>   27

Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee
in its reasonable judgment, and the Trustee shall not have received from the
Holders of a majority in principal amount of Guaranteed Securities of this
series at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Guaranteed Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this
Guaranteed Security or of the Indenture shall alter or impair the obligation of
each of the Issuer and the Guarantors, which is absolute and unconditional, to
pay the principal of and any premium and interest on this Guaranteed Security at
the times, place and rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Guaranteed Security is registerable in the
Security Register, upon surrender of this Guaranteed Security for registration
of transfer at the office or agency of the Issuer in any place where the
principal of and any premium and interest on this Guaranteed Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Guaranteed Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Guaranteed Securities of this series are issuable only in
registered form without coupons in denominations of $________ and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Guaranteed Securities of this series are
exchangeable for a like aggregate principal amount of Guaranteed Securities of
this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

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

         Prior to due presentment of this Guaranteed Security for registration
of transfer, the Issuer, the Guarantors, the Trustee and any agent of the
Issuer, the Guarantors or the Trustee may treat the Person in whose name this
Guaranteed Security is registered as the owner hereof for all purposes, whether
or not this Guaranteed Security be overdue, and neither the Issuer, the
Guarantors, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

         THE INDENTURE AND THIS GUARANTEED SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.



                                       23
<PAGE>   28

         Section 205. Additional Provisions Required in Global Security. Any
Global Security issued hereunder shall, in addition to the provisions contained
in Sections 203 and 204, bear a legend in substantially the following form:

                  "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
         FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
         DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
         IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
         DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY."

         Section 206. Form of Trustee's Certificate of Authentication. The
Trustee's certificates of authentication shall be in substantially the following
form:

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

Dated:____________                         FIRST UNION NATIONAL BANK,


                                                                    , As Trustee
                                           -------------------------

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

                                 ARTICLE THREE
                            THE GUARANTEED SECURITIES

         Section 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Guaranteed Securities which may be authenticated and
delivered under this Indenture is unlimited.

         The Guaranteed Securities may be issued in one or more series. There
shall be established in or pursuant to Board Resolutions of the Issuer and each
of the Guarantors and, subject to Section 303, set forth, or determined in the
manner provided, in Officers' Certificates or in an Issuer Order and Guarantor
Orders, or established in one or more indentures supplemental hereto, prior to
the issuance of Guaranteed Securities of any series,

                  (1) the title and designation of the Guaranteed Securities of
         the series (which shall distinguish the Guaranteed Securities of the
         series from Guaranteed Securities of any other series);

                  (2) any limit upon the aggregate principal amount of the
         Guaranteed Securities of the series which may be authenticated and
         delivered under this Indenture



                                       24
<PAGE>   29

         (except for Guaranteed Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Guaranteed Securities of the series pursuant to Section 304, 305, 306,
         906 or 1107 and except for any Guaranteed Securities which, pursuant to
         Section 303, are deemed never to have been authenticated and delivered
         hereunder); provided, however, that the authorized aggregate principal
         amount of such series may be increased above such amount by a Board
         Resolution of the Issuer to such effect;

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

                  (4) the price (expressed as a percentage of the aggregate
         principal amount of the Guaranteed Securities of the series) at which
         the Guaranteed Securities of the series will be issued;

                  (5) the date or dates on which the principal of the Guaranteed
         Securities of the series is payable, or the method by which such date
         or dates shall be determined or extended;

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

                  (7) the place or places where the principal of and any premium
         and interest on Guaranteed Securities of the series shall be payable,
         the place or places where the Guaranteed Securities of such series may
         be presented for registration of transfer or exchange, and the place or
         places where notices and demands to or upon the Issuer or a Guarantor
         in respect of the Guaranteed Securities of such series may be made;

                  (8) the period or periods within or the date or dates on
         which, the price or prices at which and the terms and conditions upon
         which Guaranteed Securities of the series may be redeemed, in whole or
         in part, at the option of the Issuer and, if other than by a Board
         Resolution, the manner in which any election by the Issuer to redeem
         the Guaranteed Securities shall be evidenced;

                  (9) the obligation or the right, if any, of the Issuer to
         redeem or purchase any Guaranteed Securities of the series pursuant to
         any sinking fund, amortization or analogous provisions or at the option
         of a Holder thereof and the period or periods within which, the price
         or prices at which, the currency or currencies (including currency unit
         or



                                       25
<PAGE>   30

         units) in which and the terms and conditions upon which Guaranteed
         Securities of the series shall be redeemed or purchased, in whole or in
         part, pursuant to such obligation;

                  (10) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which Guaranteed Securities of
         the series shall be issuable;

                  (11) the currency, currencies or currency units in which
         payment of the principal of and any premium and interest on any
         Guaranteed Securities of the series shall be payable, if other than the
         currency of the United States of America, and the manner of determining
         the equivalent thereof in the currency of the United States of America
         for any purpose, including for purposes of the definition of
         "Outstanding" in Section 101;

                  (12) if the amount of payments of principal of or any premium
         or interest on any Guaranteed Securities of the series may be
         determined with reference to an index or pursuant to a formula
         (including by reference to currency or interest rates), the manner in
         which such amounts shall be determined;

                  (13) if the principal of or any premium or interest on any
         Guaranteed Securities of the series is to be payable, at the election
         of the Issuer or a Holder thereof, in one or more currencies or
         currency units other than that or those in which the Guaranteed
         Securities are stated to be payable, the currency, currencies or
         currency units in which payment of the principal of and any premium and
         interest on Guaranteed Securities of such series as to which such
         election is made shall be payable, the period or the periods within or
         the date or dates on which and the terms and conditions upon which such
         election is to be made and the amount so payable (or the manner in
         which such amount shall be determined);

                  (14) the percentage of the principal amount at which such
         Guaranteed Securities will be issued and, if other than the principal
         amount thereof, the portion of the principal amount of Guaranteed
         Securities of the series which shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to Section 502 or the
         method by which such portion shall be determined;

                  (15) if the principal amount payable at the Stated Maturity of
         any Guaranteed Securities of the series will not be determinable as of
         any one or more dates prior to the Stated Maturity, the amount which
         shall be deemed to be the principal amount of such Guaranteed
         Securities as of any such date for any purpose thereunder or hereunder,
         including the principal amount thereof which shall be due and payable
         upon any Maturity other than the Stated Maturity or which shall be
         deemed to be Outstanding as of any date prior to the Stated Maturity
         (or, in any such case, the manner in which such amount deemed to be the
         principal amount shall be determined);

                  (16) if applicable, that the Guaranteed Securities of the
         series, in whole or any specified part, shall not be defeasible or
         shall be defeasible in a manner varying from Section 1502 and Section
         1503 and, if other than by a Board Resolution, the manner in which any
         election to defease such Guaranteed Securities shall be evidenced;



                                       26
<PAGE>   31

                  (17) whether the Guaranteed Securities of the series, or any
         portion thereof, shall initially be issuable in the form of a temporary
         Global Security representing all or such portion of the Guaranteed
         Securities of such series and provisions for the exchange of such
         temporary Global Security for definitive Guaranteed Securities of such
         series;

                  (18) if applicable, that any Guaranteed Securities of the
         series, or any portion thereof, shall be issuable in whole or in part
         in the form of one or more Global Securities and, in such case, the
         respective Depositaries for such Global Securities, the form of any
         legend or legends which shall be borne by any such Global Security in
         addition to or in lieu of that set forth in Section 205 and any
         circumstances in addition to or in lieu of those set forth in Clause
         (2) of the last paragraph of Section 305 in which any such Global
         Security may be exchanged in whole or in part for Guaranteed Securities
         registered, and whether and under what circumstances any transfer of
         such Global Security in whole or in part may be registered, in the name
         or names of Persons other than the Depositary for such Global Security
         or a nominee thereof;

                  (19) whether Article Fifteen shall apply to the Guaranteed
         Securities of such series; and

                  (20) if applicable, that the Guaranteed Securities of the
         series, in whole or any specified part, shall be subject to the
         optional interest reset provisions of Section 307(b);

                  (21) if applicable, that the Guaranteed Securities of the
         series, in whole or any specified part, shall be subject to the
         optional extension of maturity provisions of Section 308;

                  (22) any addition to or change in the Events of Default which
         applies to any Guaranteed Securities of the series and any change in
         the right of the Trustee or the requisite Holders of such Guaranteed
         Securities to declare the principal amount thereof due and payable
         pursuant to Section 502;

                  (23) any addition to or change in the covenants set forth in
         Article Ten which applies to Guaranteed Securities of the series;

                  (24) the additions or changes, if any, to this Indenture with
         respect to the Guaranteed Securities of such series as shall be
         necessary to permit or facilitate the issuance of the Guaranteed
         Securities of such series in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

                  (25) the appointment of any Paying Agent or Agents for the
         Guaranteed Securities of such series;

                  (26) the terms of any right to convert or exchange Guaranteed
         Securities of such series into any other securities or property of the
         Issuer, and the additions or



                                       27
<PAGE>   32

         changes, if any, to this Indenture with respect to the Guaranteed
         Securities of such series to permit or facilitate such conversion or
         exchange;

                  (27) the terms and conditions, if any, pursuant to which the
         Guaranteed Securities of the series are secured;

                  (28) any restriction or condition on the transferability of
         the Guaranteed Securities of such series; and

                  (29) any other terms of the Guaranteed Securities of such
         series (which terms shall not be inconsistent with the provisions of
         this Indenture, except as permitted by Section 901(5)).

         All Guaranteed Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided
herein or in or pursuant to the Board Resolution referred to above and (subject
to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any indenture supplemental hereto.

         The aggregate principal amount of the Guaranteed Securities may be
changed from time to time as provided in Section 301(2). All of the Guaranteed
Securities need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without notice to or the consent of any Holder, for
issuances of additional Guaranteed Securities of that series, and the additional
Guaranteed Securities will be consolidated and form a single series with those
Guaranteed Securities.

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

         Section 302. Denominations. Unless otherwise provided in Board
Resolutions of the Issuer and the Guarantors or in one or more indentures
supplemental hereto with respect to Guaranteed Securities of a series, and
except for Global Securities, the Guaranteed Securities of each series shall be
issuable only in registered form without coupons and only in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Guaranteed Securities of any series, the
Guaranteed Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.



                                       28
<PAGE>   33

         Section 303. Execution, Authentication, Delivery and Dating. The
Guaranteed Securities shall be executed on behalf of the Issuer by its Chairman
of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents. The signature of any of these officers
on the Guaranteed Securities may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Guaranteed Securities of any Series
executed by the Issuer and having endorsed thereon the Guarantees executed by
each of the Guarantors, to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Guaranteed Securities,
and the Trustee in accordance with the Issuer Order shall authenticate and
deliver such Guaranteed Securities. If the form or terms of the Guaranteed
Securities of the series have been established in or pursuant to one or more
Board Resolutions as permitted by Sections 201 and 301, in authenticating such
Guaranteed Securities, and accepting the additional responsibilities under this
Indenture in relation to such Guaranteed Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

         (a) if the form of such Guaranteed Securities has been established by
or pursuant to Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this Indenture;

         (b) if the terms of such Guaranteed Securities have been established by
or pursuant to Board Resolutions as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture; and

         (c) that such Guaranteed Securities, when authenticated and delivered
by the Trustee and issued by the Issuer and having endorsed thereon the
Guarantees executed by each of the Guarantors in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Issuer and each of the Guarantors enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

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



                                       29
<PAGE>   34

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Guaranteed Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate or Issuer Order otherwise required pursuant to Section 301 or the
Issuer Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the time of authentication of each Guaranteed
Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Guaranteed Security of such
series to be issued.

         Each Guaranteed Security shall be dated the date of its authentication.

         No Guaranteed Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Guaranteed Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Guaranteed Security shall be conclusive evidence, and the
only evidence, that such Guaranteed Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Guaranteed Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Issuer, and the Issuer shall deliver such Guaranteed Security to the
Trustee for cancellation as provided in Section 310, for all purposes of this
Indenture such Guaranteed Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

         Reference is made to Section 1302 concerning the execution and delivery
of the Guarantees.

         Section 304. Temporary Securities. Pending the preparation of
definitive Guaranteed Securities of any series, the Issuer may execute, and upon
Issuer Order the Trustee shall authenticate and deliver, temporary Guaranteed
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Guaranteed Securities of such series in lieu of which they are
issued and having endorsed thereon the Guarantees executed by each of the
Guarantors substantially of the tenor of the definitive Guarantee, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Guaranteed Securities and such Guarantees may determine,
as evidenced by their execution of such Guaranteed Securities and such
Guarantees.

         If temporary Guaranteed Securities of any series are issued, the Issuer
and each of the Guarantors will cause definitive Guaranteed Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Guaranteed Securities of such series, the temporary Guaranteed
Securities of such series shall be exchangeable for definitive Guaranteed
Securities of such series upon surrender of the temporary Guaranteed Securities
of such series at the office or agency of the Issuer in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Guaranteed Securities of any series the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor one
or more definitive Guaranteed Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, having
endorsed thereon the Guarantees executed by each of the Guarantors. Until so
exchanged the temporary Guaranteed



                                       30
<PAGE>   35

Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Guaranteed Securities of such series and
tenor.

         Section 305. Registration, Registration of Transfer and Exchange. The
Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Issuer in a Place of Payment being herein sometimes collectively
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration
of Guaranteed Securities and of transfers of Guaranteed Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Guaranteed Securities and transfers of Guaranteed Securities as herein provided.
If any indenture supplemental hereto refers to any transfer agents (in addition
to the Security Registrar) initially designated by the Issuer with respect to
any series of Guaranteed Securities, the Issuer may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, provided that the Issuer maintains a
transfer agent in each Place of Payment for such series. The Issuer may at any
time designate additional transfer agents with respect to any series of
Guaranteed Securities.

         Upon surrender for registration of transfer of any Guaranteed Security
of any series at the office or agency of the Issuer in a Place of Payment for
that series, the Issuer shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Guaranteed Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor and each having endorsed
thereon the Guarantees executed by each of the Guarantors.

         At the option of the Holder, Guaranteed Securities of any series may be
exchanged for other Guaranteed Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Guaranteed Securities to be exchanged at such office or agency. Whenever
any Guaranteed Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Guaranteed
Securities, each having endorsed thereon the Guarantees executed by each of the
Guarantors, which the Holder making the exchange is entitled to receive.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Guaranteed Securities, but the Issuer 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


                                       31
<PAGE>   36

exchange of Guaranteed Securities, other than exchanges pursuant to Section 304,
906 or 1107 not involving any transfer.

         Neither the Trustee nor the Issuer shall be required, pursuant to the
provisions of this Section, (A) to issue, register the transfer of or exchange
any Guaranteed Securities of any series (or of any series and specified tenor,
as the case may be) during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of any such Guaranteed
Securities selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing, or (B) to register the transfer of or
exchange any Guaranteed Security so selected for redemption, in whole or in
part, except, in the case of any Guaranteed Security to be redeemed in part, any
portion not to be redeemed.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
         shall be registered in the name of the Depositary designated for such
         Global Security or a nominee thereof and delivered to such Depositary
         or a nominee thereof or custodian therefor, and each such Global
         Security shall constitute a single Guaranteed Security for all purposes
         of this Indenture.

                  (2) Notwithstanding any other provision in this Indenture, no
         Global Security may be exchanged in whole or in part for Guaranteed
         Securities registered, and no transfer of a Global Security in whole or
         in part may be registered, in the name of any Person other than the
         Depositary for such Global Security or a nominee thereof unless (A)
         such Depositary (i) has notified the Issuer that it is unwilling or
         unable to continue as Depositary for such Global Security or (ii) at
         any time has ceased to be a clearing agency registered under the
         Exchange Act of 1934, as amended, in each case, unless the Issuer has
         approved a successor Depositary within 90 days, (B) there shall have
         occurred and be continuing an Event of Default with respect to the
         Guaranteed Securities, (C) the Issuer in its sole discretion determines
         that such Global Security will be so exchangeable or transferable or
         (D) there shall exist such circumstances, if any, in addition to or in
         lieu of the foregoing as have been specified for this purpose as
         contemplated by Section 301.

                  (3) Subject to Clause (2) above, any exchange of a Global
         Security for other Guaranteed Securities may be made in whole or in
         part, and all Guaranteed Securities issued in exchange for a Global
         Security or any portion thereof shall be registered in such names as
         the Depositary for such Global Security shall direct.

                  (4) Every Guaranteed Security authenticated and delivered upon
         registration of transfer of, or in exchange for or in lieu of, a Global
         Security or any portion thereof, whether pursuant to this Section,
         Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
         delivered in the form of, and shall be, a Global Security, unless such
         Guaranteed Security is registered in the name of a Person other than
         the Depositary for such Global Security or a nominee thereof.



                                       32
<PAGE>   37

         Section 306. Mutilated, Destroyed, Lost and Stolen Guaranteed
Securities. If any mutilated Guaranteed Security is surrendered to the Trustee
together with such security or indemnity as may be required by the Issuer, the
Guarantors or the Trustee to save each of them harmless, the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Guaranteed Security having endorsed thereon the Guarantees executed by each
of the Guarantors of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Issuer, the Guarantors and the
Trustee (i) evidence to their satisfaction of the destruction, loss or theft of
any Guaranteed Security and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Issuer, the Guarantors or the Trustee that such
Guaranteed Security has been acquired by a bona fide purchaser, the Issuer shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Guaranteed Security, a new Guaranteed Security of the
same series and of like tenor and principal amount, having endorsed thereon the
Guarantees executed by each of the Guarantors and bearing a number not
contemporaneously outstanding. If, after the delivery of such new Guaranteed
Security, a bona fide purchaser of the original Guaranteed Security in lieu of
which such new Guaranteed Security was issued presents for payment or
registration such original Guaranteed Security, the Trustee shall be entitled to
recover such new Guaranteed Security from the party to whom it was delivered or
any party taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer, the Guarantors and the
Trustee in connection therewith.

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

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

         Every new Guaranteed Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Guaranteed Security shall
constitute an original additional contractual obligation of the Issuer and each
of the Guarantors, whether or not the destroyed, lost or stolen Guaranteed
Security shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Guaranteed Securities 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 Guaranteed Securities.



                                       33
<PAGE>   38

         Section 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Rate.

         (a) Except as otherwise provided as contemplated by Section 301 with
respect to any series of Guaranteed Securities, interest on any Guaranteed
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Guaranteed
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest in respect of Guaranteed
Securities of such series, except that, unless otherwise provided in the
Guaranteed Securities of such series, interest payable on the Stated Maturity of
the principal of a Guaranteed Security shall be paid to the Person to whom
principal is paid. The initial payment of interest on any Guaranteed Security of
any series which is issued between a Regular Record Date and the related
Interest Payment Date shall be payable as provided in such Guaranteed Security
or in the Board Resolutions or one or more supplemental indentures hereto
pursuant to Section 301 with respect to the related series of Guaranteed
Securities. Unless otherwise provided pursuant to Section 301 and except with
respect to Guaranteed Securities represented by a Global Security, the principal
and any premium and interest on the Guaranteed Securities will be payable at the
office of the Security Registrar. Except in the case of a Global Security, at
the option of the Issuer pursuant to a Board Resolution, interest on any series
of Guaranteed Securities may be paid (i) by check mailed to the address of the
Person entitled thereto as it shall appear on the Security Register of such
series or (ii) by wire transfer in immediately available funds at such place and
to such account as designated in writing by the Person entitled thereto as
specified in the Security Register of such series.

         Any Paying Agents will be identified in a supplemental indenture
hereto. The Issuer may at any time designate additional Paying Agents or rescind
the designation of any Paying Agent; however, the Issuer and each of the
Guarantors at all times will be required to maintain a Paying Agent in each
Place of Payment for each series of Guaranteed Securities.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Guaranteed Securities, any interest on any Guaranteed Security
of any series which is payable, but is not timely paid, 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 Issuer or a Guarantor, at its election in each case, as provided in
Clause (1) or (2) below:

                  (1) The Issuer or the Guarantor may elect to make payment of
         any Defaulted Interest to the Persons in whose names the Guaranteed
         Securities of such series in respect of which interest is in default
         (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
         Issuer or a Guarantor, as the case may be, shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Guaranteed Security of such series and the date of the proposed
         payment, and at the same time the Issuer or the Guarantor, as the case
         may be, 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,



                                       34
<PAGE>   39

         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 Issuer or the
         Guarantor, as the case may be, of such Special Record Date and, in the
         name and at the expense of the Issuer or such Guarantor, 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 Guaranteed Securities of such series at his address
         as it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Guaranteed Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following Clause (2).

                  (2) The Issuer or a Guarantor, as the case may be, may make
         payment of any Defaulted Interest on the Guaranteed Securities of any
         series in any other lawful manner not inconsistent with the
         requirements of any securities exchange or automated quotation system
         on which such Guaranteed Securities may be listed or traded, and upon
         such notice as may be required by such exchange or automated quotation
         system, if, after notice given by the Issuer or the Guarantor, as the
         case may be, 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 Guaranteed Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Guaranteed Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Guaranteed Security.

         (b) The provisions of this Section 307(b) may be made applicable to any
series of Guaranteed Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Guaranteed Security of such
series may be reset by the Issuer on the date or dates specified on the face of
such Guaranteed Security (each an "Optional Reset Date"). The Issuer may
exercise such option with respect to such Guaranteed Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for such Guaranteed Security. Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Guaranteed Security a notice (the
"Reset Notice") indicating whether the Issuer has elected to reset the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable), and if so (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of such Guaranteed Security



                                       35
<PAGE>   40

(each such period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.

         Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Issuer may, at its option, revoke the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Guaranteed Security.
Such notice shall be irrevocable. All Guaranteed Securities with respect to
which the interest rate (or the spread or spread multiplier used to calculate
such interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Guaranteed Securities have not tendered
such Guaranteed Securities for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).

         The Holder of any such Guaranteed Security will have the option to
elect repayment by the Issuer of the principal of such Guaranteed Security on
each Optional Reset Date at a price equal to the principal amount thereof plus
interest accrued to such Optional Reset Date. In order to obtain repayment on an
Optional Reset Date, the Holder must follow the procedures set forth in Article
Fourteen for repayment at the option of Holders except that the period for
delivery or notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that, if the Holder has
tendered any Guaranteed Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.

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

         Section 308. Optional Extension of Maturity. The provisions of this
Section 308 may be made applicable to any series of Guaranteed Securities
pursuant to Section 301 (with such modifications, additions or substitutions as
may be specified pursuant to such Section 301). The Stated Maturity of any
Guaranteed Security of such series may be extended at the option of the Issuer
for the period or periods specified on the face of such Guaranteed Security
(each an "Extension Period") up to but not beyond the date (the "Final
Maturity") set forth on the face of such Guaranteed Security. The Issuer may
exercise such option with respect to any Guaranteed Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to the
Stated Maturity of such Guaranteed Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Issuer exercises such
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Guaranteed Security not later than 40 days prior to the
Original Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Issuer to extend the Maturity, (ii) the new Stated Maturity,
(iii) the interest rate



                                       36
<PAGE>   41

applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the Trustee's transmittal of the
Extension Notice, the Stated Maturity of such Guaranteed Security shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, such Guaranteed Security will have the same
terms as prior to the transmittal of such Extension Notice.

         Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Guaranteed Security, the Issuer may, at its
option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Guaranteed Security. Such notice shall be
irrevocable. All Guaranteed Securities with respect to which the Stated Maturity
is extended will bear such higher interest rate.

         If the Issuer extends the Maturity of any Guaranteed Security, the
Holder will have the option to elect repayment of such Guaranteed Security by
the Issuer on the Original Stated Maturity at a price equal to the principal
amount thereof, plus interest accrued to such date. In order to obtain repayment
on the Original Stated Maturity once the Issuer has extended the Maturity
thereof, the Holder must follow the procedures set forth in Article Fourteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Guaranteed Security for repayment pursuant to an Extension Notice, the Holder
may, by written notice to the Trustee, revoke such tender for repayment until
the close of business on the tenth day before the Original Stated Maturity.

         Section 309. Persons Deemed Owners. Prior to due presentment of a
Guaranteed Security for registration of transfer, the Issuer, each Guarantor,
the Trustee and any agent of the Issuer, each Guarantor or the Trustee may treat
the Person in whose name such Guaranteed Security is registered as the owner of
such Guaranteed Security for the purpose of receiving payment of principal of
and any premium and (subject to Section 307) any interest on such Guaranteed
Security and for all other purposes whatsoever, whether or not such Guaranteed
Security be overdue, and none of the Issuer, the Guarantors, the Trustee or any
agent of the Issuer, a Guarantor or the Trustee shall be affected by notice to
the contrary.

         Section 310. Cancellation. All Guaranteed Securities 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 it. The
Issuer may at any time deliver to the Trustee for cancellation any Guaranteed
Securities previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and may deliver to the Trustee (or to
any other Person for delivery to the Trustee) for cancellation any Guaranteed
Securities previously authenticated hereunder which the Issuer has not issued
and sold, and all Guaranteed Securities so delivered shall be promptly cancelled
by the Trustee. No Guaranteed Securities shall be authenticated in lieu of or in
exchange for any Guaranteed Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Guaranteed
Securities held by the Trustee shall be disposed of by the Trustee in its
customary manner, and the Trustee shall furnish the Issuer a certificate with
respect to such disposition.



                                       37
<PAGE>   42

         Section 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 for Guaranteed Securities of any series, interest on
the Guaranteed Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months and interest on the Guaranteed Securities
of each series for any partial period shall be computed on the basis of a
360-day year of twelve 30-day months and the number of days elapsed in any
partial month.

         Section 312. CUSIP Numbers. The Issuer in issuing the Guaranteed
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Guaranteed
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Guaranteed
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer shall promptly notify the Trustee in
writing of any change in "CUSIP" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

         Section 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Issuer Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Guaranteed
Securities herein expressly provided for), and the Trustee, on demand and at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (1) either

                  (A) all Guaranteed Securities theretofore authenticated and
         delivered (other than (i) Guaranteed Securities which have been
         destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 306 and (ii) Guaranteed Securities for whose
         payment money has theretofore been deposited in trust or segregated and
         held in trust by the Issuer and thereafter repaid to the Issuer or
         discharged from such trust, as provided in Section 1003) have been
         delivered to the Trustee for cancellation; or

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

                  (i) have become due and payable, or

                  (ii) will become due and payable at their Stated Maturity
         within one year of the date of deposit,

                  (iii) are to be called for redemption within one year under
         arrangements satisfactory to the Trustee for the giving of notice of
         redemption by the Trustee in the name, and at the expense, of the
         Issuer, or



                                       38
<PAGE>   43

                  (iv) are deemed paid and discharged pursuant to Article
         Fifteen, as applicable, and the Issuer, in the case of (i), (ii) or
         (iii) above, has deposited or caused to be deposited with the Trustee
         as trust funds in trust for the purpose an amount sufficient to pay and
         discharge the entire indebtedness on such Guaranteed Securities not
         theretofore delivered to the Trustee for cancellation, for principal
         and any premium and interest to the date of such deposit (in the case
         of Guaranteed Securities which have become due and payable) or to the
         Stated Maturity or Redemption Date, as the case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer and each of the Guarantors to the Trustee under
Section 607, the obligations of the Issuer and each of the Guarantors to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of Clause (1) of this Section, or if
money or obligations shall have been deposited with or received by the Trustee
pursuant to Article Fifteen, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.

         Section 402. Application of Trust Money; Indemnification. (a) Subject
to provisions of the last paragraph of Section 1003, all money deposited with
the Trustee pursuant to Section 401, all money and U.S. Government Obligations
or Foreign Government Securities deposited with the Trustee pursuant to Article
Fifteen and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Securities deposited with the Trustee pursuant
to Article Fifteen, shall be held in trust and applied by it, in accordance with
the provisions of the Guaranteed Securities and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer or either
Guarantor acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest for
whose payment such money has been deposited with the Trustee or to make
mandatory sinking fund payments or analogous payments as contemplated by Article
Fifteen.

         (b) The Issuer and each of the Guarantors shall pay and shall indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations or Foreign Government Securities deposited pursuant
to Article Fifteen, or the interest and principal received in respect of such
obligations, other than any payable by or on behalf of Holders.

         (c) The Trustee shall deliver or pay to the Issuer from time to time
upon Issuer Request any U.S. Government Obligations or Foreign Government
Securities or money held by it as provided in Article Fifteen which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for



                                       39
<PAGE>   44

the purpose for which such Obligations or Foreign Government Securities or money
were deposited or received. This provision shall not authorize the sale by the
Trustee of any U.S. Government Obligations or Foreign Government Securities held
under this Indenture.

                                  ARTICLE FIVE
                                    REMEDIES

         Section 501. Events of Default. "Event of Default", wherever used
herein with respect to Guaranteed Securities of any series, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (1) default in the payment of any interest upon any Guaranteed
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (2) default in the payment of the principal of or any premium
         or interest on any Guaranteed Security 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 Guaranteed Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Issuer or either Guarantor 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
         any series of Guaranteed Securities other than that series), and
         continuance of such default or breach for a period of 45 days after
         there has been given, by registered or certified mail, to the Issuer
         and the Guarantors by the Trustee or to the Issuer, the Guarantors and
         the Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Guaranteed Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5) a default under any bond, debenture, note or other
         evidence of the Indebtedness of the Issuer or either Guarantor
         (including a default with respect to Guaranteed Securities of any
         series other than that series) or under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness of the Issuer or either Guarantor
         (including this Indenture), whether such Indebtedness now exists or
         shall hereafter be created, which default shall constitute a failure to
         pay such Indebtedness in a principal amount in excess of $15 million
         when due and payable at final maturity, after the expiration of any
         applicable grace period with respect thereto or shall have resulted in
         such Indebtedness in a principal amount in excess of $15 million
         becoming or being declared due and payable prior to the date on which
         it would otherwise have become due and payable, without such
         Indebtedness having been discharged, or such acceleration having been
         rescinded or annulled, within a period of 15 days after there shall
         have been given, by overnight mail



                                       40
<PAGE>   45

         or other same day or overnight delivery service which can provide
         evidence of delivery, to the Issuer and the Guarantors by the Trustee
         or to the Issuer, the Guarantors and the Trustee by the Holders of at
         least 25% in aggregate principal amount of the Outstanding Guaranteed
         Securities of that series a written notice specifying such default and
         requiring the Issuer to cause such Indebtedness to be discharged or
         cause such acceleration to be rescinded or annulled and stating that
         such notice is a "Notice of Default" hereunder; or

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

                  (7) the commencement by the Issuer or a Guarantor of a
         voluntary 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 Issuer or such Guarantor in an involuntary 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 other similar official of the Issuer or such Guarantor
         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 Issuer or a Guarantor in
         furtherance of any such action; or

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

         Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 with respect to Guaranteed Securities of a series all or part of
which is represented by a Global Security, the Trustee shall establish a record
date for determining Holders of Outstanding Guaranteed Securities of such series
entitled to join in such Notice of Default, which record date shall be at the
close of business on the day the Trustee receives such Notice of Default. The
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such Notice of Default, whether or not
such Holders remain Holders after such record date; provided, that unless
Holders of at least 25% in principal amount of the Outstanding



                                       41
<PAGE>   46

Guaranteed Securities of such series, or their proxies, shall have joined in
such Notice of Default prior to the applicable Expiration Date, such Notice of
Default shall automatically and without further action by any Holder be
cancelled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration of such applicable
Expiration Date, a new Notice of Default identical to a Notice of Default which
has been cancelled pursuant to the proviso to the preceding sentence, in which
event a new record date shall be established pursuant to the provisions of this
Section 501.

         Section 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Guaranteed Securities 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 Guaranteed
Securities of that series may declare the principal amount (or, if any of the
Guaranteed Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Guaranteed Securities as may be
specified in the terms thereof) of all of the Guaranteed Securities of that
series to be due and payable immediately, by a notice in writing to the Issuer
and the Guarantors (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. If (a) an Event of Default specified in Section 501(4) or
another Event of Default under Section 501(8) which is common to all Outstanding
series of Guaranteed Securities occurs and is continuing or (b) an Event of
Default specified in Section 501(6) or 501(7) occurs and is continuing, then in
every such case, the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Guaranteed Securities then Outstanding hereunder
(treated as one class), by a notice in writing to the Issuer and the Guarantors
(and to the Trustee if given by Holders) may declare the principal amount (or,
if any Guaranteed Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Guaranteed Securities then Outstanding to be due and payable immediately,
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
Guaranteed Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, subject to Section 508, the Holders of a
majority in principal amount of the Outstanding Guaranteed Securities of that
series, by written notice to the Issuer, the Guarantors and the Trustee, may
rescind and annul such declaration and its consequences if

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

                  (A) all overdue interest on all Guaranteed Securities of that
         series,

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

                  (C) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate or rates prescribed therefor
         in such Guaranteed Securities, and



                                       42
<PAGE>   47

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

                  (2) all Events of Default with respect to Guaranteed
         Securities of that series, other than the non-payment of the principal
         of Guaranteed Securities of that series which have become due solely by
         such declaration of acceleration, have been cured or waived as provided
         in Section 513.

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

         Upon receipt by the Trustee of any declaration of acceleration, or
rescission and annulment thereof, with respect to Guaranteed Securities of a
series all or part of which is represented by a Global Security, the Trustee
shall establish a record date for determining Holders of Outstanding Guaranteed
Securities of such series entitled to join in such declaration of acceleration,
or rescission and annulment, as the case may be, which record date shall be at
the close of business on the day the Trustee receives such declaration of
acceleration, or rescission and annulment, as the case may be. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such declaration of acceleration, or rescission and
annulment, as the case may be, whether or not such Holders remain Holders after
such record date; provided, that unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having been obtained prior to the applicable
Expiration Date, such declaration of acceleration, or rescission and annulment,
as the case may be, shall automatically and without further action by any Holder
be cancelled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration of such applicable
Expiration Date, a new declaration of acceleration, or rescission or annulment
thereof, as the case may be, that is identical to a declaration of acceleration,
or rescission or annulment thereof, which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 502.

         Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Issuer and each of the Guarantors, jointly and severally, covenant
and agree that if

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

                  (ii) default is made in the payment of the principal of or any
         premium on any Guaranteed Security at the Maturity thereof,

then the Issuer or a Guarantor will, upon demand of the Trustee, pay to it, for
the benefit of the Holders of such Guaranteed Securities, the whole amount then
due and payable on such Guaranteed Securities for principal and any premium and
interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium and on any overdue
interest, at the rate or rates prescribed therefor in such Guaranteed
Securities,



                                       43
<PAGE>   48

and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
actual expenses, disbursements and advances of the Trustee, its agents and
counsel.

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

         If an Event of Default with respect to Guaranteed Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Guaranteed
Securities 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 504. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Issuer, either Guarantor or any other obligor upon the Guaranteed Securities
or the property of the Issuer, a Guarantor or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Guaranteed
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Issuer or a Guarantor for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal of or any premium or interest owing and unpaid in respect of
         the Guaranteed Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, and
         actual expenses, disbursements and advances of the Trustee, its agents
         and counsel) and of the Holders allowed in such judicial proceeding,
         and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due 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 607.



                                       44
<PAGE>   49

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

         Section 505. Trustee May Enforce Claims Without Possession of
Guaranteed Securities. All rights of action and claims under this Indenture or
the Guaranteed Securities may be prosecuted and enforced by the Trustee without
the possession of any of the Guaranteed Securities 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 Guaranteed
Securities in respect of which such judgment has been recovered.

         Section 506. Application of Money Collected. Any money or property
collected or to be applied by the Trustee with respect to a series of Guaranteed
Securities pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Guaranteed Securities 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 607;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of and any premium and interest on the Guaranteed Securities
         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 Guaranteed Securities
         for principal and any premium and interest, respectively; and

                  THIRD: To the payment of the remainder, if any, to the Issuer,
         the Guarantors or any other Person or Persons entitled thereto.

         Section 507. Limitation on Suits. No Holder of any Guaranteed Security
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,
assignee, trustee, liquidator or sequestrator (or other similar official) or for
any other remedy hereunder, unless, subject to Section 508,

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

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



                                       45
<PAGE>   50

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

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

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

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

         Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
Holder of any Guaranteed Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) any interest on such Guaranteed Security on the Stated
Maturity or Maturities expressed in such Guaranteed Security (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 509. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
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 Issuer,
the Guarantors, the Trustee and the Holders 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 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Guaranteed Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

         Section 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Guaranteed Securities to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to



                                       46
<PAGE>   51

the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

         Section 512. Control by Holders. The Holders of not less than a
majority in principal amount of the Outstanding Guaranteed Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Guaranteed Securities of
such series, provided that

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

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

                  (3) subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow such direction if a
         Responsible Officer or Officers of the Trustee shall, in good faith,
         determine that the proceeding so directed is contrary to applicable law
         or this Indenture or may be unduly prejudicial to the Holders of
         Outstanding Guaranteed Securities not joining in such direction.

         Upon receipt by the Trustee of any such direction with respect to
Guaranteed Securities of a series all or part of which is represented by a
Global Security, the Trustee shall establish a record date for determining
Holders of Outstanding Guaranteed Securities of such series entitled to join in
such direction, which record date shall be at the close of business on the day
the Trustee receives such direction. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such direction, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the applicable Expiration Date, such direction shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such applicable Expiration Date, a
new direction identical to a direction which has been cancelled pursuant to the
provisions to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 512.


         Section 513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Guaranteed Securities of any
series may on behalf of the Holders of all the Guaranteed Securities 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 any premium or
         interest on any Guaranteed Security 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 Guaranteed Security of such series affected.



                                       47
<PAGE>   52

         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.

         The Issuer or a Guarantor, as the case may be, may, but shall not be
obligated to, fix a record date for the purpose of determining the Persons
entitled to waive any past default hereunder. If a record date is fixed, the
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to waive any default hereunder, whether or not such
Holders remain Holders after such record date; provided, that unless such
majority in principal amount shall have been obtained prior to the date which is
90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

         Section 514. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Guaranteed Security by this 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 and expenses, 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 Issuer or a Guarantor, 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 Guaranteed Securities of any series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of or any
premium or interest on any Guaranteed Security on or after the Stated Maturity
or Maturities expressed in such Guaranteed Security (or, in the case of
redemption, on or after the Redemption Date).

         Section 515. Waiver Stay or Extension Laws. Each of the Issuer and the
Guarantors covenant (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 each of the Issuer and the Guarantors (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 601. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default,



                                       48
<PAGE>   53

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

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

         (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's 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 Guaranteed Securities of any series, determined as provided
         in Section 512, 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 Guaranteed Securities of such series; and

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

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



                                       49
<PAGE>   54

         (e) The duties and responsibilities of the Trustee otherwise shall be
as provided by the Trust Indenture Act.

         Section 602. Notice of Defaults. Within 90 days after the occurrence of
any default hereunder with respect to the Guaranteed Securities of any series,
the Trustee shall transmit by mail to all Holders of Guaranteed Securities of
such series, as their names and addresses appear in the Security Register,
notice of such default hereunder actually known to a Responsible Officer of 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 any
premium or interest on any Guaranteed Security of such series or in the payment
of any sinking fund installment with respect to Guaranteed Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Guaranteed
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 501(4) or (5) with respect to
Guaranteed Securities of such series, no such notice to Holders shall be given
until at least 45 days and 15 days, respectively, 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 Guaranteed Securities of such series.

         Section 603. Certain Rights of Trustee. Subject to the provisions of
Section 601:

         (a) the Trustee may conclusively 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 Issuer or a Guarantor mentioned
herein shall be sufficiently evidenced by an Issuer Request or Issuer Order or a
Guarantor Request or a Guarantor Order, as applicable, and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution; (c)
whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers' Certificate;

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

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



                                       50
<PAGE>   55

         (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, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer and the Guarantors, personally or by
agent or attorney;

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

         (h) 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; and

         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Guaranteed Securities and this Indenture.

         Section 604. Not Responsible for Recitals or Issuance of Guaranteed
Securities. The recitals contained herein and in the Guaranteed Securities,
except the Trustee's certificates of authentication, shall be taken as the
statements of the Issuer and each Guarantor, 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 Guaranteed Securities of any series or of the Guarantees.
The Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Issuer of Guaranteed Securities or the proceeds thereof.

         Section 605. May Hold Guaranteed Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Issuer or a Guarantor, in its individual or any other capacity, may
become the owner or pledgee of Guaranteed Securities and, subject to Sections
608 and 613, may otherwise deal with the Issuer or a Guarantor with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

         Section 606. 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 in writing with the Issuer
or a Guarantor.

         Section 607. Compensation and Reimbursement. The Issuer, and each of
the Guarantors, jointly and severally, agree



                                       51
<PAGE>   56

                  (1) to pay to the Trustee from time to time such compensation
         as shall be agreed in writing between the Issuer or a Guarantor, as the
         case may be, and the Trustee for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

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

                  (3) to indemnify each of the Trustee, or any predecessor
         Trustee, for, and to hold it harmless against, any and all loss,
         liability, damage, claim or expense, including taxes (other than taxes
         based on the income of the Trustee) incurred without negligence 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 (whether asserted by
         the Issuer, a Guarantor, any Holder or any other Person) or liability
         in connection with the exercise or performance of any of its powers or
         duties hereunder.

         The Trustee shall have a lien prior to the Guaranteed Securities and
the Guarantees as to all property and funds held by it hereunder for any amount
owing it or any predecessor Trustee pursuant to this Section 607, except with
respect to funds held in trust for the benefit of the Holders of particular
Guaranteed Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(6) or Section 501(7), the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

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

         Section 608. Disqualification; Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such 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 609. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If such Person 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 Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be



                                       52
<PAGE>   57

eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

         Section 610. 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 611.

         (b) The Trustee may resign at any time with respect to the Guaranteed
Securities of one or more series by giving written notice thereof to the Issuer
and the Guarantors. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition, at the expense of the Trustee, any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Guaranteed Securities
of such series.

         (c) The Trustee may be removed at any time with respect to the
Guaranteed Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Guaranteed Securities of such series,
delivered to the Trustee, the Issuer and the Guarantors. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Issuer,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Guaranteed Securities of such series.

         (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 608 after
         written request therefor by the Issuer, a Guarantor or by any Holder
         who has been a bona fide Holder of a Guaranteed Security for at least
         six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
         and shall fail to resign after written request therefor by the Issuer,
         a Guarantor 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 Issuer or a Guarantor, as the case may be, by a
Board Resolution may remove the Trustee with respect to all Guaranteed
Securities, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Guaranteed Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Guaranteed
Securities 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 Guaranteed Securities of one or more series, the Issuer, by a
Board Resolution, shall promptly appoint a successor Trustee



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<PAGE>   58

or Trustees with respect to the Guaranteed Securities of that or those series
(it being understood that any such successor Trustee may be appointed with
respect to the Guaranteed Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Guaranteed
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Guaranteed Securities of any Series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Guaranteed
Securities of such series delivered to the Issuer and the Guarantors 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 611, become the successor Trustee with respect to the Guaranteed
Securities of such series and to that extent supersede the successor Trustee
appointed by the Issuer. If no successor Trustee with respect to the Guaranteed
Securities of any Series shall have been so appointed by the Issuer or the
Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Guaranteed Security of such series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Guaranteed Securities of such series.

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

         Section 611. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Trustee with respect to all Guaranteed
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Issuer, the Guarantors 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 Issuer 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 Guaranteed Securities of one or more (but not all) series, the
Issuer, each of the Guarantors, the retiring Trustee and each successor Trustee
with respect to the Guaranteed Securities 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 Guaranteed Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Guaranteed Securities, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts



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<PAGE>   59

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

         (c) Upon request of any such successor Trustee, the Issuer and each of
the Guarantors 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) and (b) of this Section, as the
case may be.

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

         Section 612. 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 Guaranteed Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Guaranteed Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Guaranteed Securities.

         Section 613. Preferential Collection of Claims Against the Issuer or
the Guarantors. If and when the Trustee shall be or become a creditor of the
Issuer or either Guarantor (or any other obligor upon the Guaranteed
Securities), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Issuer or a
Guarantor (or any such other obligor).

         Section 614. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Guaranteed Securities which shall be authorized to act on behalf of the Trustee
to authenticate Guaranteed Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial



                                       55
<PAGE>   60

redemption thereof or pursuant to Section 306, and Guaranteed Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Guaranteed Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Issuer and 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 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 all or substantially all 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, the Issuer and the Guarantors. 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 Issuer and the Guarantors. Upon
receiving such a notice of resignation or upon such a termination, or in case at
any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Guaranteed Securities 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 Issuer, and each of the Guarantors jointly and severally, agree to
pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section.



                                       56
<PAGE>   61

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

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


                               FIRST UNION NATIONAL BANK,
                               As Trustee


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

                               By                                        ,
                                 ----------------------------------------
                                        Authorized Signatory

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         Section 701. Issuer to Furnish Trustee Names and Addresses of Holders.
The Issuer will furnish or cause to be furnished to the Trustee

         (a) semi-annually, not later than the last day of _________and ________
in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of the preceding __________ or
___________, 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 Issuer of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

         Section 702. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Guaranteed Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.



                                       57
<PAGE>   62

         Every Holder of Guaranteed Securities, by receiving and holding the
same, agrees with the Issuer, each of the Guarantors and the Trustee that none
of the Issuer, the Guarantors or the Trustee or any agent of either of them
shall be held accountable by reason of any disclosure of information as to names
and addresses of Holders made that is required by the Trust Indenture Act.

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

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                  (ii) inform such applicants as to the approximate number of
         Holders whose names and addresses appear in the information preserved
         at the time by the Trustee in accordance with Section 702(a), and as to
         the approximate cost of mailing to such Holders the form of proxy or
         other communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

         (c) Every Holder of Guaranteed Securities, by receiving and holding the
same, agrees with the Issuer, each of the Guarantors and the Trustee that none
of the Issuer, the Guarantors, the Trustee or 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 in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee



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shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 702(b).

         Section 703. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the same time and in
the same manner provided pursuant thereto. If required by Section 313(a) of the
Trust Indenture Act, the Trustee shall, within sixty days after each September
15 following the date of the first issuance, deliver to Holders a brief report,
dated as of such September 15, which complies with the provisions of such
Section 313(a).

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Guaranteed Securities are listed, with the Commission, the Issuer and each of
the Guarantors. The Issuer and each of the Guarantors will promptly notify the
Trustee when any Guaranteed Securities are listed on any stock exchange and of
any delisting thereof.

         Section 704. Reports by Issuer and Guarantors. Each of the Issuer and
Guarantors shall:

                  (1) file with the Trustee, within 15 days after the Issuer or
         such Guarantor is required to file the same with the Commission, copies
         of the annual reports and of the information, documents and other
         reports (or copies of such portions of any of the foregoing as the
         Commission may from time to time by rules and regulations prescribe)
         which the Issuer or such Guarantor 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 none of the Issuer or the
         Guarantors are 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 Issuer and each of the Guarantors with the
         conditions and covenants of this Indenture as may be required from time
         to time by such rules and regulations; and

                  (3) transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Issuer or either
         Guarantor pursuant to paragraphs (1) and (2) of this Section as may be
         required by rules and regulations prescribed from time to time by the
         Commission.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any



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information contained therein or determinable from information contained
therein, including the Issuer's or either Guarantor's compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
Officers' Certificates).

                                 ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801. Issuer and Guarantors May Consolidate, Etc., Only on
Certain Terms. None of the Issuer or the Guarantors shall 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:

                  (1) in case the Issuer or a Guarantor 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 Issuer or such
         Guarantor is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Issuer or a
         Guarantor substantially as an entirety shall be a corporation,
         partnership or trust, shall be organized and validly existing under the
         laws of the United States of America, any State thereof or the District
         of Columbia or under the laws of Canada or any Province or Territory
         thereof 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 any
         premium and interest on all the Guaranteed Securities and the
         performance or observance of every covenant of this Indenture on the
         part of the Issuer or the relevant Guarantor to be performed or
         observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Issuer or
         a Guarantor or a Subsidiary as a result of such transaction as having
         been incurred by the Issuer or such Guarantor or such Subsidiary at the
         time of such transaction, no Event of Default, and no event which,
         after notice or lapse of time or both, would become an Event of
         Default, shall have happened and be continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Issuer
         or a Guarantor would become subject to a mortgage, pledge, lien,
         security interest or other encumbrance which would not be permitted by
         this Indenture, the Issuer, such Guarantor or such successor Person, as
         the case may be, shall take such steps as shall be necessary
         effectively to secure the Guaranteed Securities equally and ratably
         with (or prior to) all indebtedness secured thereby; and

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



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<PAGE>   65

         Section 802. Successor Substituted. Upon any consolidation of the
Issuer or a Guarantor with, or merger of the Issuer or a Guarantor into, any
other Person or any conveyance, transfer or lease of the properties and assets
of the Issuer or a Guarantor substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Issuer or such Guarantor is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer or such Guarantor under this Indenture with the
same effect as if such successor Person had been named as the Issuer or such
Guarantor herein, and thereafter, except in the case of any such conveyance,
transfer or lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Guaranteed Securities.

         Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Issuer or a Guarantor, any or all of the
Guaranteed Securities issuable hereunder which theretofore shall not have been
signed by the Issuer or such Guarantor and delivered to the Trustee; and, upon
the order of such successor Person instead of the Issuer or such Guarantor, as
the case may be, and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Guaranteed Securities which previously shall have been signed and delivered by
the officers of the Issuer or such Guarantor to the Trustee for authentication
pursuant to such provisions and any Guaranteed Securities which such successor
Person thereafter shall cause to be signed and delivered to the Trustee on its
behalf for the purpose pursuant to such provisions. All the Guaranteed
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guaranteed Securities theretofore or thereafter
issued in accordance with the terms of this Indenture as though all of such
Guaranteed Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Guaranteed Securities
thereafter to be issued as may be appropriate.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

         Section 901. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Issuer and each of the Guarantors, 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
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the Issuer
         or a Guarantor, or successive successions, and the assumption by any
         such successor of the covenants, agreements and obligations of the
         Issuer or a Guarantor herein and in the Guaranteed Securities; or

                  (2) to add to the covenants of the Issuer or a Guarantor for
         the benefit of the Holders of all or any series of Guaranteed
         Securities (and if such covenants are to be for the benefit of less
         than all series of Guaranteed Securities, stating that such covenants
         are



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<PAGE>   66

         expressly being included solely for the benefit of such series) or to
         surrender any right or power herein conferred upon the Issuer or a
         Guarantor; or

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

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

                  (5) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Guaranteed
         Securities, provided that if such action adversely affects the
         interests of any Holders of Guaranteed Securities of any series, any
         such addition, change or elimination (i) shall neither (A) apply to any
         Guaranteed Security of any series created prior to the execution of
         such supplemental indenture and entitled to the benefit of such
         provision nor (B) modify the rights of the Holder of any such
         Guaranteed Security with respect to such provision or (ii) shall become
         effective only when there is no such Guaranteed Security Outstanding;
         or

                  (6) to convey, transfer, assign, mortgage or pledge any
         property to or with the Trustee or to surrender any right or power
         herein conferred upon the Issuer or a Guarantor; or

                  (7) to secure the Guaranteed Securities pursuant to the
         requirements of Section 1008 or otherwise; or

                  (8) to establish the form or terms of Guaranteed Securities of
         any series as permitted by Sections 201 and 301; or

                  (9) to provide for uncertificated securities in addition to
         certificated securities; or

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



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         for or facilitate the administration of the trusts hereunder by more
         than one Trustee, pursuant to the requirements of Section 611(b); or

                  (11) to cure any ambiguity, to correct any defect or
         supplement any provision herein which may be inconsistent with any
         other provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture, provided that such
         action pursuant to this clause (11) shall not adversely affect the
         interests of the Holders of Guaranteed Securities of any series; or

                  (12) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         Defeasance and discharge of any series of Guaranteed Securities
         pursuant to Sections 401, 1502 and 1503; provided that any such action
         shall not adversely affect the interests of the holders of Guaranteed
         Securities of such series or any other series of Guaranteed Securities;
         or

                  (13) to comply with the rules or regulations of any securities
         exchange or automated quotation system on which any of the Guaranteed
         Securities may be listed or traded; or

                  (14) to add to, change or eliminate any of the provisions of
         this Indenture as shall be necessary or desirable in accordance with
         any amendments to the Trust Indenture Act, provided that such action
         does not adversely affect the rights or interests of any Holder of
         Guaranteed Securities.

         Section 902. Supplemental Indentures with Consent of Holders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Guaranteed Securities of each series affected by such supplemental
indenture treated as one class, by Act of said Holders delivered to the Issuer
and each of the Guarantors and the Trustee, the Issuer and the Guarantors, 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 modifying in any manner the rights of the Holders of Guaranteed Securities of
such series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding
Guaranteed Security affected thereby,

                  (1) except to the extent permitted by Section 307(b) or
         Section 308 or otherwise specified in the form or terms of the
         Guaranteed Securities of any series as permitted by Sections 201 and
         301 with respect to extending the Stated Maturity of any Guaranteed
         Security of such series, change the Stated Maturity of the principal
         of, or any installment of principal of or interest on, any Guaranteed
         Security of any series, or reduce the principal amount thereof or the
         rate of interest thereon or any premium payable upon the redemption
         thereof, or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the coin or currency in which, any
         Guaranteed Security or any premium or interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment on



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         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 Guaranteed Securities of any series, the consent of whose
         Holders is required for any such supplemental indenture, or the consent
         of whose Holders is required for any amendment or 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, Section 513
         or Section 1011, 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 Guaranteed
         Security affected thereby, provided, however, that this clause shall
         not be deemed to require the consent of any Holder with respect to
         changes in the references to "the Trustee" and concomitant changes in
         this Section and Section 1011, or the deletion of this proviso, in
         accordance with the requirements of Sections 611 and 901; or

                  (4) if the Guaranteed Securities of any series are convertible
         or exchangeable into any other securities or property of the Issuer,
         make any change that adversely affects the right to convert or exchange
         any Guaranteed Security of such series (except as permitted by Section
         901) or decrease the conversion or exchange rate or increase the
         conversion price of any such Guaranteed Security of such series,

                  (5) if the Guaranteed Securities of any series are secured,
         change the terms and conditions pursuant to which the Guaranteed
         Securities of such series are secured in a manner adverse to the
         Holders of the secured Guaranteed Securities of such series, or

                  (6) change in any manner adverse to the interests of the
         Holders of any outstanding Guaranteed Securities the terms and
         conditions of the obligations of either Guarantor in respect of the due
         and punctual payment of the principal thereof and any premium and
         interest thereon or any additional amounts or any sinking fund payments
         provided in respect thereof.

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

         The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90



                                       64
<PAGE>   69

days after such record date, any such consent previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

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

         Section 903. 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
601) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Section 904. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Guaranteed Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

         Section 905. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

         Section 906. Reference in Guaranteed Securities to Supplemental
Indentures. Guaranteed Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Issuer shall so determine, new Guaranteed Securities of any series so modified
as to conform, in the opinion of the Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer, the
Guarantees endorsed thereon may be executed by each Guarantor and such
Guaranteed Securities may be authenticated and delivered by the Trustee in
exchange for Outstanding Guaranteed Securities of such series.

                                  ARTICLE TEN
                                    COVENANTS

         Section 1001. Payment of Principal, Premium and Interest. The Issuer
covenants and agrees for the benefit of each series of Guaranteed Securities,
and each of the Guarantors guarantees jointly and severally, that it will duly
and punctually pay the principal of and any premium and interest on the
Guaranteed Securities of that series in accordance with the terms of the
Guaranteed Securities and this Indenture.

         Section 1002. Maintenance of Office or Agency. The Issuer and each
Guarantor will maintain in each Place of Payment for any series of Guaranteed
Securities an office or agency where Guaranteed Securities of that series may be
presented or surrendered for payment, where



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Guaranteed Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer or
either Guarantor in respect of the Guaranteed Securities of that series and this
Indenture may be served. Each of the Issuer and the Guarantors initially
appoints the Trustee, acting through its Corporate Trust Office, as its agent
for said purpose. Each of the Issuer and the Guarantors will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuer or a Guarantor shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and each of
the Issuer and the Guarantors hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands.

         The Issuer and each Guarantor may also from time to time designate one
or more other offices or agencies where the Guaranteed Securities of one or more
series may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer or either
Guarantor of its obligation to maintain an office or agency in each Place of
Payment for Guaranteed Securities of any series for such purposes. The Issuer
and each Guarantor 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 1003. Money for Guaranteed Securities Payments to Be Held in
Trust. If the Issuer or a Guarantor shall at any time act as its own Paying
Agent with respect to any series of Guaranteed Securities, it will, on or before
each due date of the principal of or any premium or interest on any of the
Guaranteed Securities of that series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
and any premium and 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 Issuer or either Guarantor shall have one or more Paying
Agents for any series of Guaranteed Securities, it will, prior to each due date
of the principal of or any premium or interest on any Guaranteed Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal
or any premium or interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal or any premium or interest,
and (unless such Paying Agent is the Trustee) the Issuer or such Guarantor, as
the case may be, will promptly notify the Trustee of its action or failure so to
act.

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

                  (1) hold all sums held by it for the payment of the principal
         of or any premium or interest on Guaranteed Securities 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;



                                       66
<PAGE>   71

                  (2) give the Trustee notice of any default by the Issuer or
         such Guarantor (or any other obligor upon the Guaranteed Securities of
         that series) in the making of any payment of principal or any premium
         or interest on the Guaranteed Securities 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.

         The Issuer or a Guarantor may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Issuer Order or Guarantor Order, as the case may be, direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Issuer or such
Guarantor 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 Issuer or such
Guarantor 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 Issuer or a Guarantor, in trust for the payment of the principal of or
any premium or interest on any Guaranteed Security of any series and remaining
unclaimed for two years after such principal or any premium or interest has
become due and payable shall be paid to the Issuer or such Guarantor on Issuer
Request or Guarantor Request, as the case may be, or (if then held by the Issuer
or a Guarantor) shall be discharged from such trust; and the Holder of such
Guaranteed Security shall thereafter, as an unsecured general creditor, look
only to the Issuer or the Guarantors for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer or the Guarantors as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer or the
Guarantors, as the case may be, cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in New York, New York, 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 Issuer or such Guarantor.

         Section 1004. Statement by Officers as to Default. The Issuer and each
of the Guarantors will deliver to the Trustee, within 120 days after the end of
each fiscal year of United Dominion Industries Limited ending after the date
hereof, an Officers' Certificate, stating whether or not to the best knowledge
of the signers thereof the Issuer or Guarantor is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Issuer or such Guarantor shall be in default, specifying
all such defaults and the nature and status thereof of which they may have
knowledge.

         Section 1005. Existence. Subject to Article Eight, each of the Issuer
and the Guarantors will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence and rights (charter
and statutory); provided however, that none of the Issuer and the Guarantors
shall be required to preserve any such right if its Board of Directors shall


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<PAGE>   72

determine that the preservation thereof is no longer desirable in the conduct of
the business of the Issuer or such Guarantor, and that the loss thereof is not
disadvantageous in any material respect to the Holders.

         Section 1006. Maintenance of Properties. Each of the Issuer and the
Guarantors will cause all Principal Properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order, ordinary wear and tear excepted, and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Issuer or such Guarantor may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent the Issuer or either Guarantor from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Issuer or such Guarantor, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

         Section 1007. Payment of Taxes and Other Claims. Each of the Issuer and
the Guarantors will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Issuer or such Guarantor or any Subsidiary or
upon the income, profits or property of the Issuer or such Guarantor or any
Subsidiary, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon the property of the Issuer or such
Guarantor or any Subsidiary, in each case, if failure to pay or discharge the
same could be reasonably expected to have a material adverse effect on the
ability of the Issuer or either Guarantor to perform its obligations hereunder;
provided, however, that such Issuer or any Guarantor shall not be required to
pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

         Section 1008. Limitations on Liens. So long as any Guaranteed
Securities are Outstanding, none of the Issuer or the Guarantors will issue,
assume or guarantee, and will not permit any Restricted Subsidiary to issue,
assume or guarantee, any Indebtedness which is secured by a mortgage, pledge,
security interest, lien or encumbrance (any mortgage, pledge, security interest,
lien or encumbrance being hereinafter in this Article referred as a "lien" or
"liens") of or upon any Principal Property of the Issuer or a Guarantor or any
such Restricted Subsidiary, or upon the shares of stock or Indebtedness of any
Restricted Subsidiary, in each case whether now owned or hereafter acquired,
without effectively providing that the Guaranteed Securities (together with, if
the Issuer or such Guarantor shall so determine, any other Indebtedness of the
Issuer or such Guarantor ranking equally with the Guaranteed Securities) shall
be equally and ratably secured by a lien ranking ratably with and equal to (or
at the Issuer's or such Guarantor's option prior to) such secured Indebtedness;
provided, however, that the foregoing restriction shall not apply to:

         (a) liens existing on Indebtedness on the date of this Indenture;

         (b) liens on any assets qualified as current assets in accordance with
Canadian generally accepted accounting principles that are the subject of a
transaction involving the sale or other transfer by the Issuer or a Guarantor or
a Subsidiary of receivables that (1) are produced in the ordinary course of
business and are not contingent on any performance or product guaranty, and



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<PAGE>   73

provided that sale or transfer does not involve the creation of any recourse
obligation in regard to those assets by the Issuer or a Guarantor or any
Subsidiary (other than with respect to title to, and other character of, the
assets sold or transferred, and (2) do not exceed $200,000,000 in face principal
amount for those assets at any time outstanding.

         (c) liens on any assets of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;

         (d) liens on any assets existing at the time of acquisition of such
assets by the Issuer, a Guarantor or a Restricted Subsidiary, or liens to secure
the payment of all or any part of the purchase price of such assets upon the
acquisition of such assets by the Issuer, a Guarantor or a Restricted Subsidiary
or to secure any Indebtedness incurred, assumed or guaranteed by the Issuer, a
Guarantor or a Restricted Subsidiary prior to, at the time of, or within 180
days after such acquisition (or in the case of real property, the completion of
construction (including any improvements on an existing asset) or commencement
of full operation of such asset, whichever is later) which Indebtedness is
incurred, assumed or guaranteed for the purpose of financing all or any part of
the purchase price thereof or, in the case of real property, construction or
improvements thereon; provided, however, that in the case of any such
acquisition, construction or improvement, the lien shall not apply to any
Principal Property of the Issuer, a Guarantor or a Restricted Subsidiary or
shares of stock or Indebtedness of a Restricted Subsidiary theretofore owned by
the Issuer, such Guarantor or a Restricted Subsidiary, other than, in the case
of any such construction or improvement, any real property on which the property
so constructed, or the improvement, is located;

         (e) liens on any assets to secure Indebtedness of a Restricted
Subsidiary to the Issuer, a Guarantor or to any wholly owned Restricted
Subsidiary;

         (f) liens on any assets of a corporation existing at the time such
corporation is merged into or consolidated with the Issuer, a Guarantor or a
Restricted Subsidiary or at the time of a purchase, lease or other acquisition
of the assets of a corporation or firm as an entirety or substantially as an
entirety by the Issuer, a Guarantor or a Restricted Subsidiary;

         (g) liens on any assets of the Issuer, a Guarantor or a Restricted
Subsidiary in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any Indebtedness
incurred or guaranteed for the purpose of financing all or any part of the
purchase price (or, in the case of real property, the cost of construction) of
the assets subject to such liens (including, but not limited to, liens incurred
in connection with pollution control, industrial revenue or similar financings);

         (h) Mechanics', materialmen's, carriers', warehouseman's or similar
liens arising in the ordinary course of business (including in the construction
of facilities) relating to obligations not due or which are being contested;



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<PAGE>   74

         (i) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business and not in connection with the borrowing of money;

         (j) liens for taxes, assessments or governmental charges not due or
being contested, landlords' liens, tenants' rights under leases and subleases,
zoning restrictions, easements, rights of way and other restrictions of record
on the use of Principal Property and defects in title arising or incurred in the
ordinary course of business, and similar liens not materially impairing the use
of value of the property involved;

         (k) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any lien referred to in the
foregoing clauses (a) to (j), inclusive; provided, however, that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement shall be limited to all or a
part of the assets which secured the lien so extended, renewed or replaced (plus
improvements and construction on real property);

         (l) any attachment or judgment lien being contested in good faith,
unless the judgment it secures has not, within 60 days after the entry thereof,
been discharged or execution thereof stayed pending appeal, or has not been
discharged within 60 days after the expiration of any such stay; and

         (m) liens not permitted by clauses (a) through (l) above if at the time
of, and after giving effect to, the creation or assumption of any such lien, the
aggregate amount of all Indebtedness of the Issuer, the Guarantors or the
Restricted Subsidiaries secured by all such liens not so permitted by clauses
(a) through (l) above together with the Attributable Debt in respect of Sale and
Lease-Back Transactions permitted by paragraph (a) of Section 1010 do not exceed
15% of Consolidated Net Assets.

         Section 1009. Limitation on Indebtedness of Restricted Subsidiaries.
The Issuer and the Guarantors will not permit any Restricted Subsidiary other
than the Issuer and United Dominion Holdings, Inc. to incur any Indebtedness
(other than Indebtedness to the Issuer or a Guarantor or to a wholly-owned
Subsidiary of the Issuer or a Guarantor) if, immediately after the incurrence or
assumption of the Indebtedness the aggregate outstanding principal amount of all
Indebtedness of the Restricted Subsidiaries (other than the Issuer and United
Dominion Holdings, Inc.) would exceed 25% of Consolidated Net Assets, provided
that, in any event, a Restricted Subsidiary may incur Indebtedness to extend,
renew or replace Indebtedness of that Restricted Subsidiary to the extent that
the principal amount of the Indebtedness incurred does not, immediately prior to
the extension, renewal or replacement, exceed the principal amount of the
Indebtedness extended, renewed or replaced, plus any premium, accrued and unpaid
interest or capitalized interest payable on that Indebtedness.

         Section 1010. Limitations on Sale and Lease-Back. Each of the Issuer
and the Guarantors agrees that it will not, and will not permit any Restricted
Subsidiary to, enter into any arrangement with any person providing for the
leasing by the Issuer or such Guarantor or a



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<PAGE>   75

Restricted Subsidiary of any Principal Property, other than any such arrangement
involving a lease for a term, including renewal rights, for not more than 3
years, whereby such property or asset has been or is to be sold or transferred
by the Issuer or such Guarantor or any Restricted Subsidiary to such person
(herein referred to as a "Sale and Lease-Back Transaction"), unless:

         (a) the Issuer, such Guarantor or such Restricted Subsidiary would, at
the time of entering into a Sale and Lease-Back Transaction, be entitled to
incur Indebtedness secured by a lien on the Principal Property to be leased in
an amount at least equal to the Attributable Debt in respect of such Sale and
Lease-Back Transaction without equally and ratably securing the Guaranteed
Securities pursuant to Section 1008; or

         (b) (i) the Issuer or such Guarantor promptly informs the Trustee of
such Transaction, (ii) the proceeds of the sale of the Principal Property to be
leased are at least equal to the fair value of such Principal Property (as
determined by Board of Directors of the Issuer or such Guarantor) and (iii) an
amount equal to the net proceeds from the sale of the Principal Property so
leased is applied, within 180 days of the effective date of such Sale and
Lease-Back Transaction to the purchase or acquisition (or, in the case of
property, the construction) of property or assets or to the retirement of
Guaranteed Securities or of Funded Indebtedness of the Issuer, a Guarantor or a
consolidated Restricted Subsidiary ranking on a parity with or senior to the
Guaranteed Securities.

         Section 1011. Waiver of Certain Covenants. The Issuer and the
Guarantors may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1005, 1008, 1009 or 1010 with
respect to the Guaranteed Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Guaranteed Securities 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 Issuer and each
of the Guarantors and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

         The Issuer or a Guarantor may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to waive
compliance with any covenant or condition hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to waive any such compliance, whether or not such
Holders remain Holders after such record date; provided, that unless the Holders
of at least a majority in principal amount of the Outstanding Guaranteed
Securities of such series shall have waived such compliance prior to the date
which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

         Section 1012. Applicability of Covenants. Any series of Guaranteed
Securities may provide, as contemplated by Section 301, that any one or more of
the covenants set forth in Sections 1008, 1009, 1010 and 1011 and Article
Fifteen shall not be applicable to the Guaranteed Securities of such series.



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<PAGE>   76

         Section 1013. Tax Information. If the Trustee is requested or required
to send Form 1099 (or any successor Form) to holders of Original Issue Discount
Securities, the Issuer shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Guaranteed Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

         Section 1014. Ownership of Issuer. So long as any of the Guaranteed
Securities are outstanding, and subject to the rights of the Issuer and the
Guarantors under Article Eight, the Guarantors will continue to own, directly or
indirectly, all of the outstanding voting shares of Issuer.

                                 ARTICLE ELEVEN
                       REDEMPTION OF GUARANTEED SECURITIES

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

         Section 1102. Election to Redeem; Notice to Trustee. The election of
the Issuer to redeem any Guaranteed Securities shall be evidenced by a Board
Resolution of the Issuer or in another manner specified as contemplated by
Section 301 for such Guaranteed Securities. In case of any redemption at the
election of the Issuer of the Guaranteed Securities of any series, the Issuer
shall, at least 60 days prior to the Redemption Date fixed by the Issuer (unless
a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Guaranteed Securities of such
series to be redeemed and, if applicable, of the tenor of the Guaranteed
Securities to be redeemed. In the case of any redemption of Guaranteed
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Guaranteed Securities or elsewhere in this
Indenture, the Issuer shall furnish the Trustee with an Officers' Certificate
and an Opinion of Counsel evidencing compliance with such restriction.

         Section 1103. Selection by Trustee of Guaranteed Securities to Be
Redeemed. If less than all the Guaranteed Securities of any series are to be
redeemed (unless all of the Guaranteed Securities of such series and of a
specified tenor are to be redeemed or unless such redemption affects only a
single Guaranteed Security), the particular Guaranteed Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Guaranteed Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Guaranteed Securities
of that series or any integral multiple thereof) of the principal amount of
Guaranteed Securities of such series of a denomination larger than the minimum
authorized denomination for Guaranteed Securities of that series. If less than
all of the Guaranteed Securities of such series and of a specified tenor are to
be redeemed (unless such redemption affects only a single Guaranteed Security),
the particular Guaranteed Securities to be redeemed shall be selected not



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<PAGE>   77

more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Guaranteed Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

         The Trustee shall promptly notify the Issuer and the Guarantors in
writing of the Guaranteed Securities selected for redemption and, in the case of
any Guaranteed Securities selected for partial redemption, the principal amount
thereof to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Guaranteed Security, whether
such Guaranteed Security is to be redeemed in whole or in part. In the case of
any such redemption in part, the unredeemed portion of the principal amount of
the Guaranteed Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Guaranteed Security.

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

         Section 1104. Notice of Redemption. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Guaranteed Securities to be
redeemed, at his address appearing in the Security Register.

         All notices of redemption shall identify the Guaranteed Securities to
be redeemed (including CUSIP Numbers) and shall state:


                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Guaranteed Security 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 Guaranteed Securities 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.



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<PAGE>   78

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

         Section 1105. Deposit of Redemption Price. Prior to 12:00 noon New York
City time on any Redemption Date, the Issuer shall deposit with the Trustee or
with a Paying Agent (or, if the Issuer is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Guaranteed
Securities which are to be redeemed on that date.

         Section 1106. Guaranteed Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Guaranteed Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Issuer shall
default in the payment of the Redemption Price and accrued interest) such
Guaranteed Securities shall cease to bear interest. Upon surrender of any such
Guaranteed Security for redemption in accordance with said notice, such
Guaranteed Security shall be paid by the Issuer at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Guaranteed Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

         Section 1107. Guaranteed Securities Redeemed in Part. Any Guaranteed
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Issuer or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Guaranteed Security without
service charge, a new Guaranteed Security or Guaranteed Securities of the same
series and of like tenor, having endorsed thereon the Guarantees executed by
each of the Guarantors, 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 Guaranteed Security so surrendered.
If a Global Security is so surrendered, such new Guaranteed Security so issued
shall be a new Global Security.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

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



                                       74
<PAGE>   79

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

         Section 1202. Satisfaction of Sinking Fund Payments with Guaranteed
Securities. The Issuer (1) may deliver Outstanding Guaranteed Securities of a
series (other than any previously called for redemption) and (2) may apply as a
credit Guaranteed Securities of a series which have been redeemed either at the
election of the Issuer pursuant to the terms of such Guaranteed Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Guaranteed Securities, in each case in satisfaction of all or
any part of any sinking fund payment with respect to the Guaranteed Securities
of such series required to be made pursuant to the terms of such Guaranteed
Securities as and to the extent provided for by the terms of such series;
provided that such Guaranteed Securities have not been previously so credited.
Such Guaranteed Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Guaranteed Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

         Section 1203. Redemption of Guaranteed Securities for Sinking Fund. Not
less than 45 days prior to each sinking fund payment date for any series of
Guaranteed Securities, the Issuer 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 Guaranteed Securities of
that series pursuant to Section 1202 and will also deliver to the Trustee any
Guaranteed Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Guaranteed Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Issuer in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Guaranteed Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                                   GUARANTEES

         Section 1301. Guarantee. Each Guarantor hereby guarantees, jointly and
severally, fully, unconditionally and irrevocably, to each Holder of any
Guaranteed Security issued hereunder, and to the Trustee on behalf of each such
Holder, all of the obligations of the Issuer under this Indenture and the
Guaranteed Securities, on an equal and ratable basis, including, without
limitation, the due and punctual payment of the principal of and any premium and
interest on each such Guaranteed Security (including any additional amounts
payable in accordance with the terms of any such Guaranteed Security and this
Indenture) and the due and punctual payment of



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<PAGE>   80

any sinking fund payments provided for pursuant to the terms of any such
Guaranteed Security when and as the same shall become due and payable, whether
at the Stated Maturity, if any, by declaration of acceleration, call for
redemption, request for redemption, repayment at the option of the Holder or
otherwise, in accordance with the terms of such Guaranteed Security and of this
Indenture. In case of a default by the Issuer to make any such payment of
principal of or any premium or interest (including any additional amounts as
referred to above) or sinking fund payment, each Guarantor hereby so agrees to
make punctually when and as the same shall become due and payable, whether at
the Stated Maturity, if any, by declaration of acceleration, call for
redemption, request for redemption, repayment at the option of the Holder or
otherwise, any such payment of principal of and any premium or interest
(including additional amounts as referred to above), and sinking fund payment,
as if such payment were made by the Issuer.

         Each Guarantor shall be jointly and severally obligated to pay to the
Holder of Guaranteed Securities such additional amounts as may be necessary in
order that every net payment of the principal of and any premium and interest on
Guaranteed Securities after deduction or other withholding for or on account of
any present or future tax, assessment, duty or other governmental charge of any
nature whatsoever imposed, levied or collected by or on behalf of the country in
which such Guarantor is organized or any political subdivision or taxing
authority thereof or therein having power to tax, will not be less than the
amount provided for in the Guaranteed Securities to be then due and payable;
provided, however, that the foregoing obligation to pay additional amounts will
not apply on account of any tax, assessment, duty or other governmental charge
which is payable (a) otherwise than by deduction or withholding from payments of
principal of or any premium or interest on the Guaranteed Securities; or (b) by
reason of the Holder having, or having had, some personal or business connection
with the country in which such Guarantor is organized and not merely by reason
of the fact that payments are, for the purposes of taxation, deemed to be from
sources in, or secured in, the country in which such Guarantor is organized; or
(c) by reason of a change in law or official practice of any relevant taxing
authority that becomes effective on or after the date of the relevant Stated
Maturity in respect to Guaranteed Securities; or (d) by reason of any estate,
excise, inheritance, gift, sales, transfer, wealth, personal property tax or any
similar assessment or governmental charge; or (e) as a result of the failure of
the Holder to satisfy any statutory requirements or make a declaration of
non-residence or other similar claim for exemption to the relevant tax
authority; or (f) owing to any combination of clauses (a) through (e) above.

         Each Guarantor hereby agrees that upon an Event of Default its
obligation hereunder shall be as if it were the Issuer hereunder and a principal
debtor and not merely surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of any such Guaranteed Security or this Indenture, the absence
of any action to enforce the same, any waiver or consent by the Holder of any
such Guaranteed Security or by the Trustee or the Paying Agent with respect to
any provisions thereof or of this Indenture, the recovery of any judgment
against the Issuer, as the Issuer, or any action to enforce the same or any
other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest or notice with respect to such Guaranteed Security
or the Indebtedness evidenced thereby or with respect to any sinking fund
payment required pursuant to the terms of any such Guaranteed Security and all
demands



                                       76
<PAGE>   81

whatsoever, and covenants that the Guarantee of such Guarantor will not be
discharged except by complete performance of all of the obligations of the
Guarantors contained in this Indenture and in any such Guaranteed Security and
in each Guarantee. If the Trustee or the Holder of any such Guaranteed Security
is required by any court or otherwise to return (and does so return) to the
Issuer or to a Guarantor, or any custodian, receiver, liquidator, trustee,
sequestrator or other similar official acting in relation to the Issuer or a
Guarantor, any amount paid to the Trustee or such Holder in respect of any such
Guaranteed Security, the Guarantee of such Guarantor, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees, to the fullest extent that it lawfully may do so, that, as between the
Guarantors, on the one hand, and the Holders and Trustee, on the other hand, the
Maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 502 hereof for the purposes of the Guarantee, notwithstanding any stay,
injunction or other prohibition extant under any applicable Bankruptcy Law
preventing such acceleration in respect to the obligations guaranteed hereby.

         The Guarantors shall be subrogated to all rights of the Holders of such
Guaranteed Securities of a particular series against the Issuer in respect of
any amounts paid to such Holders by the Guarantors pursuant to the provisions of
the Guarantees under this Indenture; provided, however, that the Guarantors
shall not be entitled to receive any payments arising out of the subrogation
from the Issuer while (i) any Event of Default shall have occurred and be
continuing with respect to any Guaranteed Securities issued by the Issuer under
Section 501(1), 501(2), 501(3), 501(5), 501(6), 501(7) or 501(4) (but only to
the extent such Event of Default under Section 501(4) arises out of a default by
the Issuer or a Guarantor under the covenants set forth in Sections 1001, 1003,
1007 or 1008), or (ii) any default (which with the passage of time would become
an Event of Default) with respect to any Guaranteed Securities issued by the
Issuer, under Section 501(1) or 501(2), shall have occurred and be continuing.

         Each Guarantor that makes a payment or distribution under the Guarantee
will be entitled to contribution from the other Guarantor in a pro rata amount
based on the net assets of each Guarantor determined in accordance with Canadian
generally accepted accounting principles.

         Each Guarantee (including the payment of principal of and any premium
and interest on the Guaranteed Securities) will rank equally in right of payment
with all other existing and future unsecured and unsubordinated Indebtedness of
such Guarantor and will rank senior in right of payment to all subordinated
Indebtedness of such Guarantor.

         Section 1302. Execution and Delivery of Guarantees. To evidence its
Guarantee provided in Section 1301, each Guarantor hereby agrees to execute the
Guarantee, in a form established pursuant to Section 202, to be endorsed on each
Guaranteed Security issued hereunder by the Issuer and authenticated and
delivered by the Paying Agent. Each such Guarantee shall be executed on behalf
of each Guarantor by any two of each of its authorized representatives. The
signature of any authorized representative on each Guarantee may be manual or
facsimile.

         Any Guarantee bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of a Guarantor shall bind such
Guarantor, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and



                                       77
<PAGE>   82

delivery of the Guaranteed Securities upon which any such Guarantee is endorsed
or did not hold such offices at the date of such Guaranteed Securities.

         The delivery of any such Guaranteed Security by the Paying Agent, after
the authentication thereof hereunder, shall constitute due delivery of the
Guarantee endorsed thereon on behalf of each Guarantor. Each Guarantor hereby
agrees that its Guarantee set forth in Section 1301 shall remain in full force
and effect notwithstanding any failure to endorse on each such Guaranteed
Security a notation of such Guarantee.

                                ARTICLE FOURTEEN
                     REPAYMENT AT THE OPTION OF THE HOLDERS

         Section 1401. Applicability of Article. Repayment of Guaranteed
Securities of any series before their Stated Maturity at the option of Holders
thereof shall be made in accordance with the terms of such Guaranteed Securities
and (except as otherwise specified as contemplated by Section 301 for Guaranteed
Securities of any series) in accordance with this Article.

         Section 1402. Repayment of Guaranteed Securities. Guaranteed Securities
of any series subject to repayment in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Guaranteed
Securities, be repaid at a price equal to the principal amount thereof, together
with any premium and interest thereon accrued to the Repayment Date specified in
or pursuant to the terms of such Guaranteed Securities. The Issuer covenants
that on or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money sufficient to pay
the principal (or, if so provided by the terms of the Guaranteed Securities of
any series, a percentage of the principal) of, the premium, if any, and (except
if the Repayment Date shall be an Interest Payment Date) accrued interest on,
all the Guaranteed Securities or portions thereof, as the case may be, to be
repaid on such date.

         Section 1403. Exercise of Option. Guaranteed Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Guaranteed Securities.
To be repaid at the option of the Holder, any Guaranteed Security so providing
for such repayment, with the "Option to Elect Repayment" form on the reverse of
such Guaranteed Security duly completed by the Holder (or by the Holder's
attorney duly authorized in writing), must be received by the Issuer at the
Place of Payment therefor specified in the terms of such Guaranteed Security (or
at such other place or places of which the Issuer shall from time to time notify
the Holders of such Guaranteed Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire principal
amount of such Guaranteed Security is to be repaid in accordance with the terms
of such Guaranteed Security, the principal amount of such Guaranteed Security to
be repaid, in increments of the minimum denomination for Guaranteed Securities
of such series, the premium, if any, to be paid, and the denomination or
denominations of the Guaranteed Security or Guaranteed Securities to be issued
to the Holder for the portion of the principal amount of such Guaranteed
Security surrendered that is not to be repaid, must be specified. The principal
amount of any Guaranteed Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Guaranteed Security would be less than the
minimum authorized denomination of Guaranteed


                                       78
<PAGE>   83

Securities of the series of which such Guaranteed Security to be repaid is a
part. Except as otherwise may be provided by the terms of any Guaranteed
Security providing for repayment at the option of the Holder thereof and as
provided in Sections 307(b) and 308, exercise of the repayment option by the
Holder shall be irrevocable unless waived by the Issuer.

         Section 1404. When Guaranteed Securities Presented for Repayment Become
Due and Payable. If Guaranteed Securities of any series providing for repayment
at the option of the Holders thereof shall have been surrendered as provided in
this Article and as provided by or pursuant to the terms of such Guaranteed
Securities, such Guaranteed Securities or the portions thereof, as the case may
be, to be repaid shall become due and payable and shall be paid by the Issuer on
the Repayment Date therein specified, and on and after such Repayment Date
(unless the Issuer shall default in the payment of such Guaranteed Securities on
such Repayment Date) such Guaranteed Securities shall, if the same were
interest-bearing, cease to bear interest. Upon surrender of any such Guaranteed
Security for repayment in accordance with such provisions, the principal amount
of such Guaranteed Security so to be repaid shall be paid by the Issuer,
together with accrued interest and premium, if any, to the Repayment Date;
provided, however, that installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable (but without interest
thereon, unless the Issuer shall default in the payment thereof) to the Holders
of such Guaranteed Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307.

         If the principal amount of any Guaranteed Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal amount
(together with interest, if any, thereon accrued to such Repayment Date) shall,
until paid, bear interest from the Repayment Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) set forth
in such Guaranteed Security.

         Section 1405. Guaranteed Securities Repaid in Part. Upon surrender of
any Guaranteed Security which is to be repaid in part only, the Issuer shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Guaranteed Security, without service charge and at the expense of the Issuer, a
new Guaranteed Security or Guaranteed Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Guaranteed Security so surrendered which is not to be repaid.

                                ARTICLE FIFTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 1501. Issuer's Option to Effect Defeasance or Covenant
Defeasance. The Issuer may elect, at its option at any time, to have Section
1502 or Section 1503 applied to any Guaranteed Securities or any series of
Guaranteed Securities, as the case may be, (unless designated pursuant to
Section 301 as not being defeasible pursuant to such Section 1502 or 1503), in
accordance with any applicable requirements provided pursuant to Section 301 and
upon compliance with the conditions set forth below in this Article. Any such
election shall be evidenced by a Board Resolution of the Issuer or in another
manner specified as contemplated by Section 301 for such Guaranteed Securities.



                                       79
<PAGE>   84

         Section 1502. Defeasance and Discharge. Upon the Issuer's exercise of
its option (if any) to have this Section applied to any Guaranteed Securities or
any series of Guaranteed Securities, as the case may be, the Issuer and the
Guarantors shall be deemed to have been discharged from their obligations with
respect to such Guaranteed Securities as provided in this Section on and after
the date the conditions set forth in Section 1504 are satisfied (referred to
herein as "Defeasance"). For this purpose, such Defeasance means that the Issuer
shall be deemed to have paid and discharged the entire indebtedness represented
by such Guaranteed Securities and to have satisfied all its other obligations
under such Guaranteed Securities and this Indenture insofar as such Guaranteed
Securities are concerned (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Guaranteed Securities to receive, solely from the
trust fund described in Section 1504 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest on
such Guaranteed Securities when payments are due, (2) each of the Issuer's and
the Guarantors' obligations with respect to such Guaranteed Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Issuer may exercise its option (if any) to
have this Section applied to any Guaranteed Securities notwithstanding the prior
exercise of the Issuer's option (if any) to have Section 1503 applied to such
Guaranteed Securities.

         Section 1503. Covenant Defeasance. Upon the Issuer's exercise of the
above option applicable to this Section, the Issuer, as the case may be, shall
be released from its obligations under Sections 801, 1008, 1009 and 1010 (and
any covenant applicable to such Guaranteed Securities that are determined
pursuant to Section 301(16) to be subject to this provision) and the occurrence
of an event specified in Section 501(4) (with respect to any of Sections 801,
1008, 1009 or 1010) (and any other Event of Default applicable to such
Guaranteed Securities that are determined pursuant to Section 301(16) to be
subject to this provision) shall not be deemed to be an Event of Default with
respect to the Outstanding Guaranteed Securities of such series on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and such Guaranteed Securities shall thereafter be deemed not to
be "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 801, 1008, 1009 and 1010 (and such covenant), but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the Outstanding
Guaranteed Securities of such series, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section or such covenant whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or such covenant or
by reason of any reference in any such Section or such covenant to any other
provision herein or in any other document, but the remainder of this Indenture
and such Guaranteed Securities shall be unaffected thereby.

         Section 1504. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to the application of Section 1502 or Section
1503 to any Guaranteed Securities or any series of Guaranteed Securities, as the
case may be:



                                       80
<PAGE>   85

                  (1) The Issuer shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Guaranteed Securities, (A) money in an amount, or (B) U.S.
         Government Obligations which through the scheduled payment of principal
         and interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Guaranteed Securities on the respective Stated Maturities, in
         accordance with the terms of this Indenture and such Guaranteed
         Securities. As used herein, "U.S. Government Obligation" means (x) any
         security which is (i) a direct obligation of the United States of
         America for the payment of which the full faith and credit of the
         United States of America is pledged or (ii) an obligation of a Person
         controlled or supervised by and acting as an agency or instrumentality
         of the United States of America the payment of which is unconditionally
         guaranteed as a full faith and credit obligation by the United States
         of America, which, in either case (i) or (ii), is not callable or
         redeemable at the option of the issuer thereof, and (y) any depositary
         receipt issued by a bank (as defined in Section 3(a)(2) of the
         Securities Act) as custodian with respect to any U.S. Government
         Obligation which is specified in clause (x) above and held by such bank
         for the account of the holder of such depositary receipt, or with
         respect to any specific payment of principal of or interest on any U.S.
         Government Obligation which is so specified and held, provided that
         (except as required by law) such custodian is not authorized to make
         any deduction from the amount payable to the holder of such depositary
         receipt from any amount received by the custodian in respect of the
         U.S. Government Obligation or the specific payment of principal or
         interest evidenced by such depositary receipt.

                  (2) In the event of an election to have Section 1502 apply to
         any Guaranteed Securities or any series of Guaranteed Securities, as
         the case may be, the Issuer shall have delivered to the Trustee an
         Opinion of Counsel stating that (A) the Issuer has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (B) since the date of this instrument, there has been a change in the
         applicable federal income tax law, in either case (A) or (B) to the
         effect that, and based thereon such opinion shall confirm that, the
         Holders of such Guaranteed Securities will not recognize gain or loss
         for federal income tax purposes as a result of the deposit, Defeasance
         and discharge to be effected with respect to such Guaranteed Securities
         and will be subject to federal income tax on the same amount, in the
         same manner and at the same times as would be the case if such deposit,
         Defeasance and discharge were not to occur.

                  (3) In the event of an election to have Section 1503 apply to
         any Guaranteed Securities or any series of Guaranteed Securities, as
         the case may be, the Issuer shall have delivered to the Trustee an
         Opinion of Counsel to the effect that the Holders of such



                                       81
<PAGE>   86

         Guaranteed Securities will not recognize gain or loss for federal
         income tax purposes as a result of the deposit and Covenant Defeasance
         to be effected with respect to such Guaranteed Securities and will be
         subject to federal income tax on the same amount, in the same manner
         and at the same times as would be the case if such deposit and Covenant
         Defeasance were not to occur.

                  (4) The Issuer shall have delivered to the Trustee an
         Officers' Certificate to the effect that neither such Guaranteed
         Securities nor any other Guaranteed Securities of the same series, if
         then listed on any Guaranteed Securities exchange, will be delisted as
         a result of such deposit.

                  (5) No event which is, or after notice or lapse of time or
         both would become, an Event of Default with respect to such Guaranteed
         Securities or any other Guaranteed Securities shall have occurred and
         be continuing at the time of such deposit or, with regard to any such
         event specified in Sections 501(6) and (7), at any time on or prior to
         the 90th day after the date of such deposit (it being understood that
         this condition shall not be deemed satisfied until after such 90th
         day).

                  (6) Such Defeasance or Covenant Defeasance shall not cause the
         Trustee to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Guaranteed Securities are in default within
         the meaning of such Act).

                  (7) Such Defeasance or Covenant Defeasance shall not result in
         a breach or violation of, or constitute a default under, any other
         material agreement or instrument to which the Issuer or a Guarantor is
         a party or by which it is bound.

                  (8) Such Defeasance or Covenant Defeasance shall not result in
         the trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Issuer shall have delivered to the Trustee an
         agreement whereby the Issuer irrevocably agrees to forfeit its right,
         if any, (A) to reset the interest rate of such Guaranteed Securities
         pursuant to Section 307(b) and (B) to extend the Stated Maturity of
         such Guaranteed Securities pursuant to Section 308.

                  (10) The Issuer shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

         Section 1505. Acknowledgment of Discharge By Trustee. Subject to
Section 1507 below and after the Issuer has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent referred to in Section 1504, as the case may be, relating
to the Defeasance or satisfaction and discharge of this Indenture have been
complied with, the Trustee upon request of the Issuer shall acknowledge in
writing the Defeasance or the



                                       82
<PAGE>   87

satisfaction and discharge, as the case may be, of this Indenture and the
discharge of the Issuer's obligations under this Indenture.

         Section 1506. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1506, the Trustee and any such
other trustee are referred to collectively as the "Trustee") pursuant to Section
1504 in respect of any Guaranteed Securities shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Guaranteed Securities
and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Guaranteed Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

         The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Guaranteed Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Issuer from time to time upon Issuer Request any
money or U.S. Government Obligations held by it as provided in Section 1504 with
respect to any Guaranteed Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance or
Covenant Defeasance, as the case may be, with respect to such Guaranteed
Securities.

         Section 1507. Reinstatement. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Guaranteed Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Guaranteed
Securities from which the Issuer has been discharged or released pursuant to
Section 1502 or 1503 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Guaranteed Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money
held in trust pursuant to Section 1505 with respect to such Guaranteed
Securities in accordance with this Article; provided, however, that if the
Issuer makes any payment of principal of or any premium or interest on any such
Guaranteed Security following such reinstatement of its obligations, the Issuer
shall be subrogated to the rights (if any) of the Holders of such Guaranteed
Securities to receive such payment from the money so held in trust.

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



                                       83
<PAGE>   88

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


                                          UNITED DOMINION INDUSTRIES, INC.
                                          as Issuer


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

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

                                          Title:
                                                --------------------------------


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

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

                                          Title:
                                                --------------------------------

                                          UNITED DOMINION INDUSTRIES LIMITED
                                          as Guarantor


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

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

                                          Title:
                                                --------------------------------


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

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

                                          Title:
                                                --------------------------------

                                          UNITED DOMINION HOLDINGS, INC.
                                          as Guarantor


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

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

                                          Title:
                                                --------------------------------



<PAGE>   89

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

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

                                          Title:
                                                --------------------------------

                                          FIRST UNION NATIONAL BANK


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

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

                                          Title:
                                                --------------------------------



<PAGE>   90

STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Industries, Inc., one of
the corporations described in and which executed the foregoing Indenture; that
he knows the seal of said corporation; that the seal affixed to said Indenture
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.



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

                              Notary Public My Commission Expires:
                                                                  --------------

<PAGE>   91


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Industries, Inc., one of
the corporations described in and which executed the foregoing Indenture; that
he knows the seal of said corporation; that the seal affixed to said Indenture
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.



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

                              Notary Public My Commission Expires:
                                                                  --------------


<PAGE>   92


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Industries Limited, one
of the corporations described in and which executed the foregoing Indenture;
that he knows the seal of said corporation; that the seal affixed to said
Indenture is such corporate seal; that it was so affixed by the authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.




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

                              Notary Public My Commission Expires:
                                                                  --------------



<PAGE>   93


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Industries Limited, one
of the corporations described in and which executed the foregoing Indenture;
that he knows the seal of said corporation; that the seal affixed to said
Indenture is such corporate seal; that it was so affixed by the authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.




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

                              Notary Public My Commission Expires:
                                                                  --------------

<PAGE>   94


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Holdings, Inc., one of
the corporations described in and which executed the foregoing Indenture; that
he knows the seal of said corporation; that the seal affixed to said Indenture
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.




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

                              Notary Public My Commission Expires:
                                                                  --------------


<PAGE>   95


STATE OF                            )
                                    ) ss.:
COUNTY OF                           )

         On the _______ day of ________________, 2000, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he is _________________ of United Dominion Holdings, Inc., one of
the corporations described in and which executed the foregoing Indenture; that
he knows the seal of said corporation; that the seal affixed to said Indenture
is such corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.



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

                              Notary Public My Commission Expires:
                                                                  --------------


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

                              Notary Public My Commission Expires:
                                                                  --------------