<PAGE>   1


                                   EXHIBIT 4.3









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




                               SEMCO ENERGY, INC.


                                       TO


                           Bank One Trust Company, NA
                                     Trustee

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


                                    Indenture


                Dated as of _______, 1999 Subordinated Debentures


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


<PAGE>   2



                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>

                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
ARTICLE ONE........................................................................................................1

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................................1

     SECTION 101.  DEFINITIONS.....................................................................................1
     SECTION 102.  COMPLIANCE CERTIFICATE AND OPINIONS.............................................................11
     SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE..........................................................11
     SECTION 104.  ACTS OF HOLDERS.................................................................................12
     SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY...........................................................14
     SECTION 106.  NOTICE TO HOLDERS; WAIVER.......................................................................14
     SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS........................................................15
     SECTION 108.  SUCCESSORS AND ASSIGNS..........................................................................15
     SECTION 109.  SEPARABILITY CLAUSE.............................................................................15
     SECTION 110.  BENEFITS OF INDENTURE...........................................................................15
     SECTION 111.  GOVERNING LAW...................................................................................15
     SECTION 112.  LEGAL HOLIDAYS..................................................................................15
     SECTION 113.  NO RECOURSE AGAINST OTHERS......................................................................16

ARTICLE TWO  SECURITIES FORMS......................................................................................16

     SECTION 201.  FORMS OF SECURITIES.............................................................................16
     SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.................................................16
     SECTION 203.  SECURITIES ISSUABLE IN GLOBAL FORM..............................................................17

ARTICLE THREE  THE SECURITIES......................................................................................17

     SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES............................................................17
     SECTION 302.  DENOMINATIONS...................................................................................20
     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..................................................21
     SECTION 304.  TEMPORARY SECURITIES............................................................................23
     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............................................25
     SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES................................................28
     SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..................................................29
     SECTION 308.  PERSONS DEEMED OWNERS...........................................................................31
     SECTION 309.  CANCELLATION....................................................................................32
     SECTION 310.  COMPUTATION OF INTEREST.........................................................................32

ARTICLE FOUR  SATISFACTION AND DISCHARGE...........................................................................32

     SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.........................................................32
     SECTION 402.  APPLICATION OF TRUST FUNDS......................................................................34

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

     SECTION 501.  EVENTS OF DEFAULT...............................................................................34
     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............................................36
     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.................................37
     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM................................................................38
     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR COUPONS..........................38
     SECTION 506.  APPLICATION OF MONEY COLLECTED..................................................................39
     SECTION 507.  LIMITATION ON SUITS.............................................................................39
     SECTION 508.  UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM,
                   IF ANY, INTEREST AND ADDITIONAL INTEREST........................................................40
     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES..............................................................40

</TABLE>

          *This Table of Contents does not constitute part of the Indenture or
have any bearing upon the interpretation of any of its terms and provisions.

                                       i

<PAGE>   3


<TABLE>
<S>                                                                                                               <C>
     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE..................................................................40
     SECTION 511.  DELAY OR OMISSION NOT WAIVER....................................................................40
     SECTION 512.  CONTROL BY HOLDERS OF SECURITIES................................................................41
     SECTION 513.  WAIVER OF PAST DEFAULTS.........................................................................41
     SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS.........................................................41
     SECTION 515.  UNDERTAKINGS FOR COSTS..........................................................................42

ARTICLE SIX THE TRUSTEE............................................................................................42

     SECTION 601.  NOTICE OF DEFAULTS..............................................................................42
     SECTION 602.  CERTAIN RIGHTS OF TRUSTEE.......................................................................42
     SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..........................................44
     SECTION 604.  MAY HOLD SECURITIES.............................................................................44
     SECTION 605.  MONEY  HELD IN TRUST............................................................................44
     SECTION 606.  COMPENSATION AND REIMBURSEMENT..................................................................44
     SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS..................................45
     SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............................................45
     SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................................................46
     SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....................................47
     SECTION 611.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................................48
     SECTION 612.  APPOINTMENT OF AUTHENTICATING AGENT.............................................................48

ARTICLE SEVEN  HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY....................................................50

     SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS....................................................50
     SECTION 702.  REPORTS BY TRUSTEE..............................................................................50
     SECTION 703.  REPORTS BY COMPANY..............................................................................50
     SECTION 704.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESS OF HOLDERS.........................................51

ARTICLE EIGHT   CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE...................................................51

     SECTION 801.  CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
                   CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.............................................51
     SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION......................................................52
     SECTION 803.  OFFICER'S CERTIFICATE AND OPINIONS OF COUNSEL...................................................52

ARTICLE NINE  SUPPLEMENTAL INDENTURES..............................................................................52

     SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............................................52
     SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................................................54
     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES............................................................55
     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES...............................................................55
     SECTION 905.  CONFORMITY WITH TIA.............................................................................55
     SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............................................55

ARTICLE TEN COVENANTS..............................................................................................55

     SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST AND ADDITIONAL
                    INTEREST.......................................................................................55
     SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY................................................................56
     SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..............................................57
     SECTION 1004.  EXISTENCE......................................................................................58
     SECTION 1005.  MAINTENANCE OF PROPERTIES......................................................................58
     SECTION 1006.  INSURANCE......................................................................................59
     SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS..............................................................59
     SECTION 1008.  PROVISION OF FINANCIAL INFORMATION.............................................................59
     SECTION 1009.  STATEMENT AS TO COMPLIANCE.....................................................................59
     SECTION 1010.  ADDITIONAL INTEREST............................................................................59
     SECTION 1011.  LIMITATIONS ON LIENS...........................................................................60
     SECTION 1012.  LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS................................................62
     SECTION 1013.  WAIVER OF CERTAIN COVENANTS....................................................................63
     SECTION 1014.  COVENANTS REGARDING TRUST......................................................................63
</TABLE>


                                       ii
<PAGE>   4


<TABLE>
<S>                                                                                                               <C>
ARTICLE ELEVEN  REDEMPTION OF SECURITIES...........................................................................63

     SECTION 1101.  APPLICABILITY OF ARTICLE.......................................................................63
     SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................................................64
     SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............................................64
     SECTION 1104.  NOTICE OF REDEMPTION...........................................................................64
     SECTION 1105.  DEPOSIT OF REDEMPTION PRICE....................................................................65
     SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE..........................................................66
     SECTION 1107.  SECURITIES REDEEMED IN PART....................................................................66

ARTICLE TWELVE  SINKING FUNDS......................................................................................67

     SECTION 1201.  APPLICABILITY OF ARTICLE.......................................................................67
     SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES..........................................67
     SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUNDS.....................................................67

ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF HOLDERS...............................................................68

     SECTION 1301.  APPLICABILITY OF ARTICLE.......................................................................68
     SECTION 1302.  REPAYMENT OF SECURITIES........................................................................68
     SECTION 1303.  EXERCISE OF OPTION.............................................................................68
     SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE.................................69
     SECTION 1305.  SECURITIES REPAID IN PART......................................................................70

ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE...............................................................70

     SECTION 1401.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE
                    OR COVENANT DEFEASANCE.........................................................................70
     SECTION 1402.  DEFEASANCE AND DISCHARGE.......................................................................70
     SECTION 1403.  COVENANT DEFEASANCE............................................................................71
     SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE................................................71
     SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATION TO BE HELD IN TRUST;
                    OTHER MISCELLANEOUS PROVISIONS.................................................................73

ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF SECURITIES.................................................................73

     SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED......................................................73
     SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS.............................................................73
     SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETING............................................................74
     SECTION 1504.  QUORUM; ACTION.................................................................................74
     SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS............................75
     SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS................................................76

ARTICLE SIXTEEN SUBORDINATION......................................................................................76

     SECTION 1601.  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS..................................................76
     SECTION 1602.  PAYMENT OF PROCEEDS UPON DISSOLUTION, ETC......................................................77
     SECTION 1603.  NO PAYMENT WHEN SENIOR INDEBTEDNESS IN DEFAULT.................................................78
     SECTION 1604.  PAYMENT PERMITTED IF NO DEFAULT................................................................78
     SECTION 1605.  SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS........................................78
     SECTION 1606.  PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS....................................................78
     SECTION 1607.  TRUSTEE TO EFFECTUATE SUBORDINATION............................................................79
     SECTION 1608.  NO WAIVER OF SUBORDINATION PROVISIONS..........................................................79
     SECTION 1609.  TRUST MONEYS NOT SUBORDINATED..................................................................80
     SECTION 1610.  NOTICE TO THE TRUSTEE..........................................................................80
     SECTION 1611.  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING AGENT.................................80
     SECTION 1612.  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.......................................81
     SECTION 1613.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS PRESERVATION
                    OF TRUSTEE'S RIGHTS............................................................................81
     SECTION 1614.  ARTICLE APPLICABLE TO PAYING AGENTS............................................................81
     SECTION 1615.  RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION PROVISIONS.........................81
</TABLE>


                                      iii
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<TABLE>
<S>                                                                                                               <C>
ARTICLE SEVENTEEN  MISCELLANEOUS PROVISIONS........................................................................82

     SECTION 1701.  ASSIGNMENT; BINDING EFFECT.....................................................................82
     SECTION 1702.  ADDITIONAL INTEREST............................................................................82

</TABLE>


EXHIBITS:

         EXHIBIT A-1                 FORM OF CERTIFICATE TO BE GIVEN BY
                                     PERSON ENTITLED TO RECEIVE BEARER SECURITY
                                     OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE
                                     EXCHANGE DATE

         EXHIBIT A-2                 FORM OF CERTIFICATE TO BE GIVEN BY
                                     EUROCLEAR AND CEDEL S.A. IN CONNECTION WITH
                                     THE EXCHANGE OF A PORTION OF A TEMPORARY
                                     GLOBAL SECURITY OR TO OBTAIN INTEREST
                                     PAYABLE PRIOR TO THE EXCHANGE DATE





                                       iv
<PAGE>   6


                               SEMCO ENERGY, INC.

               Reconciliation and tie between Trust Indenture Act
               of 1939 (the "1939 Act") and Indenture, dated as of
                                 ______ _, 1999


<TABLE>
<CAPTION>

          Trust Indenture Act Section                            Indenture Section



<S>          <C>                                            <C>
(S)           310(a)(1)................................................607
              (a)(2)...................................................607
              (a)(3)........................................Not Applicable
              (a)(4)........................................Not Applicable
              (b)..............................................604,607,608

(S)           311(a)...................................................611
              311(b)(4)................................................611
              (b)(6)...................................................611

(S)           312(a)...................................................704
              (b)......................................................701
              (c)......................................................702

(S)           313(a)...................................................702
              313(b)...................................................703
              313(c)...............................................702,703
              (d)......................................................703

(S)           314(a)..............................................703,1009
              (a)(4)..................................................1009
              (b)...........................................Not Applicable
              (c)(1)...................................................102

              (c)(2)...................................................102
              (c)(3)........................................Not Applicable
              (d)...........................................Not Applicable
              (e)......................................................102

(S)           315(a)...................................................602
              (b)60....................................................601
              (c)......................................................602
              (d)......................................................602
              (d)(1)...................................................602

              (d)(2)...................................................602
              (d)(3)...................................................602
              (e)..................................................515,608

(S)           316(a)...................................................101

</TABLE>


                                       v
<PAGE>   7

<TABLE>
<S>          <C>                                            <C>
              (a)(1)(A)...........................................502, 512

              (a)(1)(B)................................................513
              (a)(2)........................................Not Applicable
              (b)......................................................508

(S)           317(a)(1)................................................503
              (a)(2)...................................................504
              (b).....................................................1003

(S)           318(a)...................................................111
              (c)......................................................111
</TABLE>

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

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

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



                                       vi
<PAGE>   8


                  INDENTURE, dated as of _____ _, 1999, between SEMCO ENERGY,
INC., a corporation organized under the laws of Michigan (hereinafter called the
"Company"), having its principal office at 405 Water Street, Port Huron,
Michigan 48060 and BANK ONE TRUST COMPANY, NA, a national banking association,
as Trustee hereunder (hereinafter called the "Trustee"), having its Corporate
Trust Office at 611 Woodward Avenue, Detroit, Michigan 48226.

                              RECITALS OF THE TRUST

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

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

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

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

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

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


<PAGE>   9

                  Certain terms, used principally in Article Three, Article
Five, Article Six and Article Ten, are defined in those Articles. In addition,
the following terms shall have the indicated respective meanings:

                  "Acquired Debt" means Debt of a Person (i) existing at the
time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Debt incurred
in connection with, or in contemplation of, such Person becoming a Subsidiary or
such acquisition. Acquired Debt shall be deemed to be incurred on the date of
the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.

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

                  "Additional Interest" means (i) such additional amounts as may
be required so that the net amounts received and retained by the Holder (if the
Holder is the Securities Trust) after paying taxes, duties, assessments, or
governmental charges of whatever nature (other than withholding taxes) imposed
by the United States or any other taxing authority will not be less than the
amounts the Holder would have received had not such taxes, duties, assessments,
or other governmental charges been imposed; and (ii) such interest as shall
accrue on interest due and not paid on an Interest Payment Date, accruing at the
rate specified for such series in accordance with the terms hereof from the
applicable Interest Payment Date to the date of payment, compounded quarterly,
on each Interest Payment Date, to the extent permitted by applicable law.

                  "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.

                  "Annual Service Charge" as of any date means the maximum
amount which is payable in any period for interest on, and original issue
discount of, Debt of the Company and its Subsidiaries.

                  "Attributable Debt" means, in respect of a Sale and Lease-Back
Transaction, as at the time of determination, the present value (discounted at
the rate borne by the applicable series of Securities) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale and Lease-Back Transaction (including any period for which
such lease has been extended).

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 612.

                  "Authorized Newspaper"means a newspaper, printed in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each


                                       2
<PAGE>   10

place in connection with which the term is used or in the financial community of
each such place. Whenever successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different Authorized Newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

                  "Bankruptcy Law" has the meaning specified in Section 501.

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

                  "Board of Directors" means the board of Directors of the
Company, the executive committee or any committee of that board duly authorized
to act hereunder.

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

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

                  "Capital Stock" means, with respect to any Person, any capital
stock (including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible or exchangeable for corporate stock), warrants
or options to purchase any thereof.

                  "CEDEL" means Central de Livraison de Valeurs Mobilieres,
S.A., or its successor.

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

                  "Common Shares" means, with respect to any Person, capital
stock issued by such Person other than Preferred Shares.

                  "Company" means the Person named as the "Company" 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
"Company" shall mean such successor Person.

                  "Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the President,
any Vice President, Secretary or Treasurer of the Company, and delivered to the
Trustee.


                                      3
<PAGE>   11

                  "Consolidated Net Tangible Assets" shall mean the total of all
assets (including revaluations thereof as a result of commercial appraisals,
price level restatement or otherwise) appearing on a consolidated balance sheet
of the Company, net of applicable reserves and deductions, but excluding
goodwill, trade names, trademarks, patents, unamortized debt discount and all
other like intangible assets (which term shall not be construed to include such
revaluations), less the aggregate of the consolidated current liabilities of the
Company appearing on such balance sheet.

                  "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 611 Woodward Avenue,
Detroit Michigan 48226.

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

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

                  "Custodian" has the meaning specified in Section 501.

                  "Debt" of the Company or a Subsidiary means any indebtedness
of the Trust or a Subsidiary, whether or not contingent, in respect of (without
duplication) (i) borrowed money evidenced by bonds, notes, debentures or similar
instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned by the Company
or any Subsidiary, (iii) the reimbursement obligations, contingent or otherwise,
in connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property or
services, except any such balance that constitutes an accrued expense or trade
payable, or all conditional sale obligations or obligations under any title
retention agreement, (iv) the principal amount of all obligations of the Company
or any Subsidiary with respect to redemption, repayment or other repurchase of
any disqualified stock or (v) any lease of property by the Company or any
Subsidiary as lessee which is reflected on the Company's consolidated balance
sheet as a capitalized lease in accordance with GAAP to the extent, in the case
of items of indebtedness under (i) through (iii) above, that any such items
(other than letters of credit) would appear as a liability on the Company's
consolidated balance sheet in accordance with GAAP, and also includes, to the
extent not otherwise included, any obligation by the Company or any Subsidiary
to be liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), Debt of another
Person (other than the Company or any Subsidiary).

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

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

                  "DTC" means The Depository Trust Company.


                                       4
<PAGE>   12

                  "Encumbrance" means any mortgage, security interest, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security agreement except:

                  (a)......liens for taxes and other governmental assessments,
including utility charges and vault rentals, (i) which are not yet delinquent,
(ii) which are not in an aggregate amount, as to the Company and its
Subsidiaries, greater than 10% of Total Assets or (iii) which are being
contested in good faith by all appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the Company or its
Subsidiaries, as the case may be, in conformity with GAAP;

                  (b)......carriers, warehousemen's, mechanic's, materialmen's,
repairmen's, brokers' or other like liens (i) which are not in an aggregate
amount, as to the Company and its Subsidiaries, greater than 10% of Total
Assets, (ii) which do not remain unsatisfied or undischarged for a period of
more than 90 days or (iii) which are being contested in good faith by all
appropriate proceedings;

                  (c)      pledges or deposits in connection with workers
compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements;

                  (d)      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

                  (e)      easements, rights of way, restrictions, development
orders, plats and other similar encumbrances.

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

                  "Event of Default" has the meaning specified in Article Five.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder by the Commission.

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

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust as custodian with respect to any
such Government Obligation or a specific payment of interest on or principal of
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such


                                       5
<PAGE>   13

custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.

                  "Guarantee" means a Guarantee Agreement, if any, executed and
delivered by the Company for the benefit of the holders from time to time of all
or a portion of the Trust Securities of a Securities Trust.

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

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

                  "Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Interest pursuant to Section 1010,
includes such Additional Interest.

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

                  "Lien" means any mortgage, lien, pledge, security interest or
other encumbrance; provided, however, that the term "Lien" shall not mean any
easements, rights-of-way, restrictions and other similar encumbrances and
encumbrances consisting of zoning restrictions, leases, subleases, licenses,
sublicenses, restrictions on the use of property or defects in title thereto.

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

                  "Officer's Certificate" means a certificate signed by an
executive officer of the Company, and delivered to the Trustee.



                                       6
<PAGE>   14

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

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

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

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

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

                  (iii) Securities, except to the extent provided in Sections
         1402 and 1403 with respect to which the Trust has effected defeasance
         and/or covenant defeasance as provided in Article Fourteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502 and (ii) Securities owned by the Company or another
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as



                                       7
<PAGE>   15

outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or an
Affiliate of the Company or of such other obligor.

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

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

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1002.

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

                  "Preferred Shares" means, with respect to any Person, capital
shares issued by such Person that are entitled to a preference or priority over
any other capital shares issued by such Person upon any distribution of such
Person's assets, whether by dividend or upon liquidation.

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

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

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

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

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

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



                                       8
<PAGE>   16

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "vice president"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, any corporate trust
officer, the controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of such officer's
knowledge and familiarity with the particular subject.

                  "Sale and Lease-Back Transaction" has the meaning specified in
Section 1012.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder by the Commission.

                  "Securities Trust" means any statutory business trust formed
by the Company or an Affiliate to issue Trust Securities, the proceeds of which
will be used to purchase Securities of one or more series.

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

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

                  "Senior Indebtedness"means, with respect to any Person, (i)
any payment due in respect of indebtedness of such Person, whether outstanding
at the date of execution of this Indenture or thereafter incurred, created, or
assumed, (a) in respect of money borrowed (including any financial derivative,
hedging or futures contract or similar instrument) and (b) evidenced by
securities, debentures, bonds, notes or other similar instruments issued by such
Person which, by their terms, are senior or senior subordinated debt securities
including, without limitation, all obligations under its indentures with various
trustees; (ii) all capital lease obligations; (iii) all obligations issued or
assumed as the deferred purchase price of property, all conditional sale
obligations and all obligations of such Person under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business and long-term purchase obligations); (iv) all obligations for the
reimbursement of any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; (v) all obligations of the type referred
to in clauses (i) through (iv) above of other Persons the payment of which such
Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
Persons secured by any lien on any property or asset of such Person (whether or
not such obligation is assumed by such Person), except for (1) any such
indebtedness that is by its terms subordinated to or pari passu with the
Securities



                                       9
<PAGE>   17

and (2) any unsecured indebtedness between or among such Person or
its Affiliates. Such Senior Indebtedness shall continue to be entitled to the
benefits of the subordination provisions contained in Article Thirteen
irrespective of any amendment, modification or waiver of any term of such Senior
Indebtedness.

                  "Significant Subsidiary" means any Subsidiary which is a
"significant subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933) of the Trust.

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

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

                  "Subsidiary" means a corporation a majority of the partnership
interests or a majority of the outstanding voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries of
the Company. For the purposes of this definition, "voting stock" means stock
having voting power for the election of directors, whether at all times or only
so long as no senior class of stock has such voting power by reason of any
contingency.

                  "Trust Agreement", when used with respect to a Securities
Trust, means the agreement or instrument that governs the affairs of such
Securities Trust.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939, as amended and as in force at the date as of which this Indenture was
executed, except as provided in Section 905.

                  "Trust Securities" means the securities issued by a Securities
Trust evidencing the entire beneficial interest therein.

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

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

                  "United States Person" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States,



                                       10
<PAGE>   18

a corporation, partnership or other entity created or organized in or under the
laws of the United States or an estate or trust the income of which is subject
to United States federal income taxation regardless of its source.

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

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1009) shall include:

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

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

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

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

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

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by



                                       11
<PAGE>   19

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

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

                  SECTION 104.  Acts of Holders.

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

                  (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 an other reasonable manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be proved by
the Security Register.



                                       12
<PAGE>   20

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

                  (e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, in or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

                  In the absence of any such record date fixed by the Company,
regardless as to whether a solicitation of the Holders is occurring on behalf of
the Company or any Holder, the Trustee may, at its option, fix in advance a
record date for the determination of such Holders entitled to receive such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Trustee shall have no obligation to do so. Any such record date shall be
a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith no later than the date of such solicitation.

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



                                       13
<PAGE>   21

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

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

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

                  SECTION 106.  Notice to Holders; Waiver . Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed first-class
postage prepaid, to each such Holder affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered Securities is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

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

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

                  If by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither the failure to give notice by



                                       14
<PAGE>   22

publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

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

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

                  SECTION 107.  Effect of Headings and Table of Contents . The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 108.  Successors and Assigns . All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 109.  Separability Clause . In case any provision in
this Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                  SECTION 110.  Benefits of Indenture . Nothing in this
Indenture or in the Securities or coupons, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying Agent,
any Authenticating Agent and their successors hereunder and the Holders any
benefit or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 111.  Governing Law . This Indenture and the
Securities and coupons shall be governed by and construed in accordance with the
law of the State of New York. This Indenture is subject to the provisions of the
TIA that are required to be part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

                  SECTION 112.  Legal Holidays . In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity, provided that
no interest shall accrue on the amount so



                                       15
<PAGE>   23

payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity,
as the case may be.

                  SECTION 113.  No Recourse Against Others . An incorporator or
any past, present or future director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Holder shall waive and release all such liability. Such waiver and release
shall be part of the consideration for the issue of the Securities.

                                   ARTICLE TWO

                                SECURITIES FORMS

                  SECTION 201.  Forms of Securities . The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

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

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

                  SECTION 202.  Form of Trustee's Certificate of Authentication.
Subject to Section 612, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                            Bank One Trust Company, NA
                                            as Trustee


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



                                       16
<PAGE>   24

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

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

                  Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and interest on any Security in permanent global form shall be made
to the Person or Persons specified therein.

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

                                  ARTICLE THREE

                                 THE SECURITIES

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

                                       17
<PAGE>   25

                  The Securities may be issued in one or more series. There
shall be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 303, set forth,
or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (13) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

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

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

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

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

                           (5) the place or places, if any, other than or in
                  addition to the Borough of Manhattan, New York City, where the
                  principal of (and premium, if any), interest, if any, on, and
                  Additional Interest, if any, payable in respect of, Securities
                  of the series shall be payable, any Registered Securities of
                  the series may be surrendered for registration of, transfer or
                  exchange and notices or demands to or upon the Company in
                  respect of the Securities of the series and this Indenture may
                  be served;

                           (6) the period or periods within which, the price or
                  prices at which, and other terms and conditions upon which
                  Securities of the series may be redeemed, in whole or in part,
                  at the option of the Company, if the Company is to have the
                  option;

                           (7) the obligation, if any, of the Company to redeem,
                  repay or purchase Securities of the series pursuant to any
                  sinking fund or analogous provision or at the option of a
                  Holder thereof, and the period or periods within which or the
                  date or dates on which, the price or prices at which, and
                  other terms and conditions

                                       18
<PAGE>   26

                  upon which Securities of the series shall be redeemed, repaid
                  or purchased, in whole or in part, pursuant to such
                  obligation;

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

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

                           (10) if other than the principal amount thereof, the
                  portion of the principal amount or Securities of the series
                  that shall be payable upon declaration of acceleration of the
                  Maturity thereof pursuant to Section 502;

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

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

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

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

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

                                       19
<PAGE>   27

                           (16) the Person to whom any interest on any
                  Registered Security of the series shall be payable, if other
                  than the Person in whose name that Security (or one or more
                  Predecessor Securities) is registered at the close of
                  business on the Regular Record Date for such interest, the
                  manner in which, or the Person to whom, any interest on any
                  Bearer Security of the series shall be payable, if otherwise
                  than on presentation and surrender of the coupons
                  appertaining thereto as they severally mature, and the extent
                  to which, or the manner in which, any interest payable on a
                  temporary global Security on an Interest Payment Date will be
                  paid if other than in the manner provided in Section 304;

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

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

                           (19) whether and under what circumstances the Company
                  will pay Additional Interest as contemplated by Section 1010
                  on the Securities of the series to any Holder who is not a
                  United States person (including any modification to the
                  definition of such term) in respect of any tax, assessment or
                  governmental charge and, if so, whether the Company will have
                  the option to redeem such Securities rather than pay such
                  Additional Interest (and the terms of any such option); and

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

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and
except as may otherwise be provided in or pursuant to such Board Resolution
(subject to Section 303) and set forth in such Officer's Certificate or in any
such indenture supplemental hereto. All Securities of any one series need not
be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

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

                  SECTION 302.  Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. In the

                                       20
<PAGE>   28

absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

                  SECTION 303.  Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by an executive officer of the Company and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
individuals on the Securities and coupons may be Manual or facsimile signatures
of the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupon appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or Cedel, as the case
may be, in the form set forth in Exhibit A-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and canceled.

                  If all the Securities of any series are not to be issued at
one time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating such

                                       21
<PAGE>   29

Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

                           (i) an Opinion of Counsel stating that

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

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

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

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

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

                  Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Officer's Certificate
otherwise required pursuant to Section 301 or a Company Order, or an Opinion of
Counsel or an Officer's Certificate otherwise required pursuant to the preceding
paragraph at the time of issuance of each Security of such series, but such
order, opinion and certificates, with appropriate modifications to cover such
future issuances, shall be delivered at or before the time of issuance of the
first Security of such series.

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

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for

                                       22
<PAGE>   30

herein duly executed by the Trustee by manual signature of an authorized
signatory and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                  SECTION 304.  Temporary Securities.

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

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 303.
Until so exchanged, the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

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

                                       23
<PAGE>   31

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

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

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment

                                       24
<PAGE>   32

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

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

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

                  Subject to the provisions of this Section 305, at the option
of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal

                                       25
<PAGE>   33

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

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the depositary for any
permanent global Security is The Depository Trust Company ("DTC"), then, unless
the terms of such global Security expressly permit such global Security to be
exchanged in whole or in part for definitive Securities, a global Security may
be transferred, in whole but not in part, only to a nominee of DTC, or by a
nominee of DTC to DTC, or to a successor to DTC for such global Security
selected or approved by the Company or to a nominee of such successor to DTC. If
at any time DTC notifies the Company that it is

                                       26
<PAGE>   34

unwilling or unable to continue as depositary for the applicable global Security
or Securities or if at any time DTC ceases to be a clearing agency registered
under the Securities Exchange Act of 1934 if so required by applicable law or
regulation, the Company shall appoint a successor depositary with respect to
such global Security or Securities. If (x) a successor depositary for such
global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (y) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable series of Securities represented by such global Security or
Securities advise DTC to cease acting as depositary for such global Security or
Securities or (z) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or
issuable in the form of one or more global Securities shall no longer be
represented by such global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver definitive Securities of
like series, rank, tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such global Security or Securities. If
any beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on which
such interest may be so exchanged, the Company shall execute, and the Trustee
shall authenticate and deliver definitive Securities in aggregate principal
amount equal to the principal amount of such beneficial owner's interest in such
permanent global Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depositary as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption; and
provided further that no Bearer Security delivered in exchange for a portion of
a permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

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

                                       27
<PAGE>   35

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

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

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

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

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

                                       28
<PAGE>   36
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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

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

                  Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

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

                  SECTION 307.  Payment of Interest; Interest Rights Preserved.
Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Security may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (ii)
transfer to an account maintained by the payee located inside the United States.

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

                                       29
<PAGE>   37
                  Unless otherwise provided as contemplated by Section 301,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the
case may be, with respect to that portion of such permanent global Security held
for its account by Cede & Co. or the Common Depositary, as the case may be, for
the purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

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

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on an Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such series
(or their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment
(which shall not be less than 20 days after such notice is received by the
Trustee), and at the same time the Company shall deposit with the Trustee
dollars in an amount equal to the aggregate amount proposed to be paid in
respect to such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Registered Securities of such
series at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date. The Trustee may, in its discretion, in
the name and at the

                                       30
<PAGE>   38

                  expense of the Company, cause a similar notice to be published
                  at least once in an Authorized Newspaper in each place of
                  payment, but such publications shall not be a condition
                  precedent to the establishment of such Special Record Date.
                  Notice of the proposed payment of such Defaulted Interest and
                  the Special Record Date therefor having been mailed as
                  aforesaid, such Defaulted Interest shall be paid to the
                  Persons in whose names the Registered Securities of such
                  series (or their respective Predecessor Securities) are
                  registered at the close of business on such Special Record
                  Date and shall no longer be payable pursuant to the following
                  clause (2). In case a Bearer Security of any series is
                  surrendered at the office or agency in a Place of Payment for
                  such series in exchange for a Registered Security of such
                  series after the close of business at such office or agency on
                  any Special Record Date and before the opening of business at
                  such office or agency on the related proposed date for payment
                  of Defaulted Interest, such Bearer Security shall be
                  surrendered without the coupon relating to such proposed date
                  of payment and Defaulted Interest will not be payable on such
                  proposed date of payment in respect of the Registered Security
                  issued in exchange for such Bearer Security, but will be
                  payable only to the Holder of such coupon when due in
                  accordance with the provisions of this Indenture.

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

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

                  SECTION 308.  Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any), and (subject
to Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                                       31
<PAGE>   39
                  None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

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

                  SECTION 309.  Cancellation. All Securities and coupons
surrendered for payment, redemption, repayment at the option of the
Holder, registration of transfer or exchange or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and coupons and Securities
and coupons surrendered directly to the Trustee for any such purpose shall be
promptly canceled by it; provided, however, where the Place of Payment is
located outside of the United States, the Paying Agent at such Place of Payment
may cancel the Securities surrendered to it for such purposes prior to
delivering the Securities to the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. Canceled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and the Trustee shall deliver a certificate of such
destruction to the Company, unless by a Company Order the Company directs their
return to it.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  SECTION 401.  Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with respect
to any series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Interest, as provided in Section 1010), and the Trustee, upon receipt of a
Company

                                       32
<PAGE>   40
Order, and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series
when

                           (1) either

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

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

                                            (i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for
the purpose and in an amount sufficient to pay and discharge the entire
indebtedness on such Securities and such coupons not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and interest,
and any Additional Interest with respect thereto, to the date of such deposit
(in the case of Securities which have become due and payable) or to the Stated
Maturity Redemption Date, as the case may be;

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

                           (3) the Company has delivered to the Trustee an
                  Officer's Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent herein provided

                                       33
<PAGE>   41

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

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

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

                                  ARTICLE FIVE

                                    REMEDIES

                  SECTION 501.  Events of Default. "Event of Default", wherever
used herein with respect to any particular series of Securities, means any one
of the following events (whatever the reason for such Event of Default and
whether or not it shall be voluntary or 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
                  Security of that series when it becomes due and payable on an
                  Interest Payment Date other than at Maturity, including
                  Additional Interest (as defined in clause (ii) of the
                  definition thereof) in respect thereof, and continuance of
                  such default for a period of thirty (30) days; provided,
                  however, that (i) a valid extension of the interest payment
                  period by the Company pursuant to the terms of a supplemental
                  indenture authorizing the Security of that series shall not
                  constitute a default in the payment of interest for this
                  purpose; or

                           (2) default in the payment of Additional Interest (as
                  defined in clause (i) of the definition thereof) and the
                  continuance of such default for a period of thirty (30) days;
                  or

                           (3) default in the payment of the principal of, (or
                  premium, if any) or interest (including Additional Interest as
                  defined in clause (ii) of the definition thereof) on any
                  Security of that series at its Maturity; or

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

                                       34
<PAGE>   42
                           (5) default in the performance, or breach, of any
                  covenant or warranty of the Company in this Indenture with
                  respect to any Security of that series (other than a covenant
                  or warranty a default in whose performance or whose breach is
                  elsewhere in this Section specifically dealt with), and
                  continuance of such default or breach for a period of 60 days
                  after there has been given, by registered or certified mail,
                  to the Company by the Trustee or to the Company and the
                  Trustee by the Holders of at least 25% in principal amount of
                  the Outstanding Securities of that series a written notice
                  specifying such default or breach and requiring it to be
                  remedied and stating that such notice is a "Notice of Default"
                  hereunder; or

                           (6) default under any bond, debenture, note or other
                  evidence of indebtedness for money borrowed by the Company
                  (including obligations under leases required to be capitalized
                  on the balance sheet of the lessee under generally accepted
                  accounting principles, but not including any indebtedness or
                  obligations for which recourse is limited to property
                  purchased) in an aggregate principal amount in excess of
                  $5,000,000 or under any mortgage, indenture or instrument
                  under which there may be issued or by which there may be
                  secured or evidenced any indebtedness for money borrowed by
                  the Company (including such leases but not including such
                  indebtedness or obligations for which recourse is limited to
                  property purchased) in an aggregate principal amount in excess
                  of $5,000,000 by the Company, whether such indebtedness now
                  exists or shall hereafter be created, which default shall have
                  resulted in such indebtedness becoming or being declared due
                  and payable prior to the date on which it would otherwise have
                  become due and payable or such obligations being accelerated,
                  without such acceleration having been rescinded or annulled;
                  or

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

                                    (A)  commences a voluntary case,

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

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

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

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

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

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



                                       35
<PAGE>   43
                                    (C) orders the liquidation of the Company or
                           any Significant Subsidiary, and the order or decree
                           remains unstayed and in effect for 90 days; or

                           (9) the voluntary or involuntary dissolution, winding
                  up or termination of the Securities Trust except in connection
                  with:

                                    (A) the distribution of Securities to
                           holders of Trust Securities in liquidation of the
                           Securities Trust,

                                     (B) the redemption of all outstanding Trust
                           Securities, or

                                     (C) certain mergers or consolidations
                           permitted by the Trust Agreement; or

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

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

                  SECTION 502.  Acceleration of Maturity; Rescission and
Annulment. If an Event of Default with respect to Securities of any series at
that time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal (or, if any
Securities are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities of that series, and premium, if any, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders), and upon any such declaration such principal or specified
portion thereof shall become immediately due and payable.

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

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

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

                                    (B) the principal of (and premium, if any,
                           on) any Outstanding Securities of that series which
                           have become due otherwise than by such

                                       36
<PAGE>   44

                           declaration of acceleration and interest thereon at
                           the rate or rates borne by or provided for in such
                           Securities,

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

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

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

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

                  SECTION 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.  The Company covenants that if:

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

                           (2) default is made in the payment of the principal
                  of (or premium, if any, on) any Security of any series at its
                  Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest and Additional Interest, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest
or Additional Interest, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
of such series and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities of such series, wherever situated.

                                       37
<PAGE>   45

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

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

                  SECTION 505.  Trustee May Enforce Claims Without Possession
of Securities or Coupons. All rights of action and claims under this Indenture
or any of the Securities or coupons may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the

                                       38
<PAGE>   46
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

                  SECTION 506.  Application of Money Collected. Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any) or
interest and any Additional Interest, upon presentation of the Securities or
coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 606;

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

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

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

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

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

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

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

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

                                       39
<PAGE>   47
it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.

                  SECTION 508.  Unconditional Right of Holders to Receive
Principal, Premium, if any, Interest and Additional Interest. Notwithstanding
any other provision in this Indenture, (1) the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of
the principal of (and premium, if any) and subject to Sections 305 and 307,
interest on, and any Additional Interest in respect of, such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder and (2) so long as the Securities of any
series are held by a Securities Trust, a registered holder of preferred
securities issued by such Securities Trust may institute a legal proceeding
directly against the Company (or against the Guarantor pursuant to the
Guarantee), without first instituting a legal proceeding directly against or
requesting or directing that action be taken by the Property Trustee of such
Securities Trust or any other Person, for enforcement of payment to such
registered holder of principal of or interest on Securities of such series
having a principal amount equal to the aggregate stated liquidation amount of
such preferred securities of such registered holder on or after the due dates
therefor specified or provided for in the Securities of such series.

                  SECTION 509.  Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, the Company, the
Trustee and the Holders of Securities and coupons shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                  SECTION 510.  Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

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

                                       40
<PAGE>   48
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.

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

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

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

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

                  SECTION 513.  Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

                           (1) in the payment of the principal of (or premium,
                  if any) or interest on or Additional Interest payable in
                  respect of any Security of such series or any related coupons,
                  or

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

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

                  SECTION 514.  Waiver of Usury, Stay or Extension Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                       41
<PAGE>   49

                  SECTION 515.  Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of any undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys, fees, against any party litigant in such suit
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
outstanding securities, or to any suit instituted by any Holder for the
enforcement or the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601.  Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit in the manner and to the extent provided in
TIA Section 313(c), notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on or any Additional Interest with respect to any Security
of such series, or in the payment of any sinking fund installment with respect
to the Securities of such series, the Trustee shall be protected in withholding
such notice if and so long as Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Securities and coupons of such series; and provided further that in the
case of any default or breach of the character specified in Section 501(4) with
respect to the Securities and coupons of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Securities of such series.

                  SECTION 602.  Certain Rights of Trustee. Subject to the
provisions of TIA Section 315(a) through 315(d):

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

                           (2) any request or direction of the Company mentioned
                  herein shall be sufficiently evidenced by a Company Request or
                  Company Order (other than delivery of any Security, together
                  with any coupons appertaining thereto, to the

                                       42
<PAGE>   50

                  Trustee for authentication and delivery pursuant to Section
                  303 which shall be sufficiently evidenced as provided therein)
                  and any resolution of the Board of Directors may be
                  sufficiently evidenced by a Board Resolution;

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

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

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

                           (6) the Trustee shall not be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, coupon or other paper or document, but the
                  Trustee, in its discretion, may make such further inquiry or
                  investigation into such facts or matters as it may see fit,
                  and, if the Trustee shall determine to make such further
                  inquiry or investigation, it shall be entitled to make
                  reasonable examination of the books, records and premises of
                  the Company, personally or by agent or attorney following
                  reasonable notice to the Company;

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

                           (8) the Trustee shall not be liable for any action
                  taken, suffered or omitted 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.

                  The Trustee shall not be required 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.

                                       43
<PAGE>   51
                  Except during the continuance of an Event of Default, the
Trustee undertakes to perform 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.

                  SECTION 603.  Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

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

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

                  SECTION 606.  Compensation and Reimbursement. The Company
agrees:

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

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

                           (3) to indemnify each of the Trustee and any
                  predecessor Trustee for, and to hold it harmless against, any
                  loss, liability or expense incurred, except for gross
                  negligence or actions taken in bad faith without negligence
                  or bad faith on its own part, arising out of or in connection
                  with the acceptance or administration of the trust or trusts
                  hereunder, including the costs and expenses of defending

                                       44

<PAGE>   52
                  itself against any claim or liability in connection with the
                  exercise or performance of any of its powers or duties
                  hereunder.

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

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

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

                  SECTION 607.  Corporate Trustee Required; Eligibility;
Conflicting Interests. There shall at all times be a Trustee hereunder which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of Federal, State, Territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

                  SECTION 608.  Resignation and Removal; Appointment of
Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

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

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

                  (d) If at any time:

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

                                       45
<PAGE>   53

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

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

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

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

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

                  SECTION 609.  Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and 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

                                       46
<PAGE>   54
Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 606.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

                  SECTION 610.  Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case

                                       47
<PAGE>   55

any Securities or coupons shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
to such authenticating Trustee may adopt such authentication and deliver the
Securities or coupons so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities or coupons. In case any
Securities or coupons shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such Securities
or coupons, in either its own name or that of its predecessor Trustee, with the
full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.

                  SECTION 611.  Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). For purposes of TIA Section 311(b)(4)
and (6)

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

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

                  SECTION 612.  Appointment of Authenticating Agent. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such
appointment shall be evidenced by an instrument in writing signed by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or

                                       48
<PAGE>   56

the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

                                       49
<PAGE>   57

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

                                            Bank One Trust Company, NA
                                            as Trustee

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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701.  Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any information as to the
names and addresses of the Holders of Securities in accordance with TIA Section
312, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under TIA Section 312(b).

                  SECTION 702.  Reports by Trustee. Within 60 days after June 1
of each year commencing with the first June 1 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in TIA Section 313(c) a brief report dated as
of such June 1 if required by TIA Section 313(a).

                  SECTION 703.  Reports by Company.  The Company will:

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

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

                                       50
<PAGE>   58

                  (c) the Trustee shall transmit the reports required by TIA
Section 313(b) at the times specified therein; and

                  (d) transmit by mail to the Holders of Securities, within 30
days after the filing thereof with the Trustee, in the manner and to the extent
provided in TIA Section 313(c) and (d), such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs
(a) and (b) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

                  SECTION 704.  Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

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

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

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

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  SECTION 801.  Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other entity, provided that in any such
case, (1) either the Company shall be the continuing entity, or the successor
entity (if other than the Company) formed by or resulting from any such
consolidation or merger or which shall have received the transfer of such assets
shall expressly assume the Company's obligations under the Trust Guarantee and
the due and punctual payment of the principal of (and premium, if any) and any
interest (including all Additional Interest, if any, payable pursuant to Section
1010) on all of the Securities, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company and (2) immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company or any Subsidiary as a result thereof as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or the lapse of time, or both, would become an
Event of Default, shall have occurred and be continuing under the Trust
Guarantee or this Indenture.

                                       51
<PAGE>   59

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

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

                  SECTION 803.  Officer's Certificate and Opinion of Counsel.
Any consolidation, merger, sale, lease or conveyance permitted under Section 801
is also subject to the condition that the Trustee receive an Officer's
Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
entity corporation, complies with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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

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

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

                                       52
<PAGE>   60

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

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

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

                           (6) to secure the Securities; or

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

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

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

                                       53
<PAGE>   61

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

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

                           (1) change the Stated Maturity of the principal of
                  (or premium, if any, on) or any installment of principal of or
                  interest on, any Security; or reduce the principal amount
                  thereof or the rate or amount of interest thereon or any
                  Additional Interest payable in respect thereof, or any premium
                  payable upon the redemption thereof, or change any obligation
                  of the Company to pay Additional Interest pursuant to Section
                  1010 (except as contemplated by Section 801(l) and permitted
                  by Section 901(1)), or reduce the amount of the principal of
                  an Original Issue Discount Security that would be due and
                  payable upon a declaration of acceleration of the Maturity
                  thereof pursuant to Section 502 or the amount thereof provable
                  in bankruptcy pursuant to Section 504, or adversely affect any
                  right of repayment at the option of the Holder of any
                  Security, or change any Place of Payment where, or the
                  currency in which, any Security or any premium or the interest
                  thereon is payable, or impair the right to institute suit for
                  the enforcement of any such payment on or after the Stated
                  Maturity thereof (or, in the case of redemption or repayment
                  at the option of the Holder, on or after the Redemption Date
                  or the Repayment Date, as the case may be), or

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

                           (3) modify any of the provisions of this Section,
                  Section 513 or Section 1013, except to increase the required
                  percentage to effect such action or to provide that certain
                  other provisions of this Indenture cannot be modified or
                  waived without the consent of the Holder of each Outstanding
                  Security affected thereby.

                                       54
<PAGE>   62

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

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

                  SECTION 903.  Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

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

                  SECTION 905.  Conformity with TIA. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the TIA as then in effect.

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

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. Payment of Principal, Premium, if any, Interest
and Additional Interest. The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on and any Additional Interest
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on and any Additional
Interest payable in respect of Bearer

                                       55
<PAGE>   63

Securities on or before Maturity, other than Additional Interest, if any,
payable as provided in Section 1010 in respect of principal of (or premium, if
any, on) such a Security, shall be payable only upon presentation and surrender
of the several coupons for such interest installments as are evidenced thereby
as they severally mature. Unless otherwise specified with respect to Securities
of any series pursuant to Section 301, at the option of the Company, all
payments of principal may be paid by check to the registered Holder of the
Registered Security or other person entitled thereto against surrender of such
Security.

                  SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company shall
maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, New York City, an office or agency
where any Registered Securities of that series may be presented or surrendered
for payment or where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be surrendered
for exchange, where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served and where Bearer
Securities of that series and related coupons may be presented or surrendered
for payment in the circumstances described in the following paragraph (and not
otherwise); (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related coupons may be
presented and surrendered for payment (including payment of any Additional
Interest payable on Securities of that series pursuant to Section 1010);
provided, however, that if the Securities of that series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in Luxembourg or any other
required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange; and (C) subject to
any laws or regulations applicable thereto, in a Place of Payment for that
series located outside the United States, an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of each such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Interest payable on
Bearer Securities of that series pursuant to Section 1010) or at the offices
specified in the Security, in London, England, and the Company hereby appoints
the same as its agent to receive such respective presentations, surrenders,
notices and demands, and the Company hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.

                                       56
<PAGE>   64

                  Unless otherwise specified with respect to any Securities
pursuant to Section 301, no payment of principal, premium or interest on or
Additional Interest in respect of Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank
allocated in the United States; provided, however, that payment of principal of
and any premium and interest on any Bearer Security (including any Additional
Interest payable on securities of such series pursuant to Section 1010) shall be
made at the office of the designated agent of the Company's Paying Agent in the
Borough of Manhattan, New York City if (but only if) payment in Dollars of the
full amount of such principal, premium, interest or Additional Interest, as the
case may be, at all offices or agencies outside the United States maintained for
the purpose by the Company in accordance with this Indenture, is illegal or
effectively precluded by exchange controls or other similar restrictions.

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

                  SECTION 1003. Money for Securities Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of any securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any), or interest on or
Additional Interest in respect of, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium if any) or interest or
Additional Interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee, of its action or failure so to act.

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

                  The Company will cause each Paying Agent 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

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<PAGE>   65

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

                           (2) give the Trustee notice of any default by the
                  Trust (or any other obligor upon the Securities) in the making
                  of any such payment of principal (and premium, if any) or
                  interest or Additional Interest; and

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

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

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

                  SECTION 1004. Existence. Subject to Article Eight, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence as a corporation, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any right or franchise if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company.

                  SECTION 1005. Maintenance of Properties. The Company will
cause all of its material properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied

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<PAGE>   66

with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times.

                  SECTION 1006. Insurance. The Company will, and will cause each
of its Subsidiaries to, keep all of its insurable properties insured against
loss or damage at least equal to their then full insurable value with insurers
of recognized responsibility.

                  SECTION 1007. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Company or any Subsidiary, and (2) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a material lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith.

                  SECTION 1008. Provision of Financial Information. Whether or
not the Company is subject to Section 13 or 15(d) of the Exchange Act, the
Company will prepare the annual reports, quarterly reports and other documents
within 15 days of each of the respective dates by which the Company would have
been required to file with the Commission pursuant to such Section 13 or 15(d)
and will (i) transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders copies of the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act if the Company were subject to such Sections, (ii) file with
the Trustee copies of the annual reports, quarterly reports and other documents
which the Trust would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Company were subject to such
Sections and (iii) promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any
prospective Holder.

                  SECTION 1009. Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance, specifying such noncompliance and the nature
and status thereof. For purposes of this Section 1009, such compliance shall be
determined without regard to any period of grace or requirement of notice under
this Indenture.

                  SECTION 1010. Additional Interest. If any Securities of a
series provide for the payment of Additional Interest, the Company will pay to
the Holder of any Security of such series or any coupon appertaining thereto
Additional Interest as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context except in the case of
Section 502(1), the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be

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<PAGE>   67

deemed to include mention of the payment of Additional Interest provided by
the terms of such series established pursuant to Section 301 to the extent
that, in such context, Additional Interest is, was or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Interest (if applicable) in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where
such express mention is not made.

                  Except as otherwise specified as contemplated by Section 301,
if the Securities of a series provide for the payment of Additional Interest, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Interest required by the
terms of such Securities. In the event that the Trustee or any Paying Agent, as
the case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without withholding or deductions until otherwise advised. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                  SECTION 1011. Limitations on Liens. The Company shall not, and
shall not cause or permit any Subsidiary to, issue, assume or guarantee any Debt
secured by a Lien upon any property or assets (other than cash) of the Company
or such Subsidiary, as applicable, without effectively providing that the
outstanding Securities (together with, if the Company so determines, any other
indebtedness or obligation then existing or thereafter created ranking equally
with such Securities) shall be secured equally and ratably with (or prior to)
such Debt so long as such Debt shall be so secured. The foregoing restriction on
Liens will not, however, apply to:

                  (a) Liens in existence on the date of original issue of such
Securities;

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<PAGE>   68

                  (b) (i) any Lien created or arising over any property which is
acquired, constructed or created by the Company, or any of its Subsidiaries, but
only if (A) such Lien secures only principal amounts (not exceeding the cost of
such acquisition, construction or creation) raised for the purposes of such
acquisition, construction or creation, together with any costs, expenses,
interest and fees incurred in relation thereto or a guarantee given in respect
thereof, (B) such Lien is created or arises on or before 90 days after the
completion of such acquisition, construction or creation and (C) such Lien is
confined solely to the property so acquired, constructed or created; or (ii) any
Lien to secure Debt of the Company or a Subsidiary incurred in connection with a
specifically identifiable project where the Lien relates to and is confined to a
property or properties (including, without limitation, shares or other rights of
ownership in the entities which own such property or project) involved in such
project and acquired by the Company or a Subsidiary after the date of original
issue of the Securities of any series and the recourse of the creditors in
respect of such Debt is limited to any or all of such project and property
(including as aforesaid);

                  (c) any Lien securing amounts not more than 90 days overdue or
otherwise being contested in good faith;

                  (d) (i) rights of financial institutions to offset credit
balances in connection with the operation of cash management programs
established for the benefit of the Company or a Subsidiary or in connection with
the issuance of letters of credit for the benefit of the Company or a
Subsidiary; (ii) any Lien securing Debt of the Company or a Subsidiary incurred
in connection with the financing of accounts receivable; (iii) any Lien incurred
or deposits made in the ordinary course of business, including, but not limited
to, (A) any mechanics', materialmens', carriers', workmens', vendors' or other
like Liens and (B) any Liens securing amounts in connection with workers'
compensation, unemployment insurance and other types of social security; (iv)
any Lien upon specific items of inventory or other goods and proceeds of the
Company or a Subsidiary securing obligations of the Company or a Subsidiary in
respect of bankers' acceptances issued or created for the account of such person
to facilitate the purchase, shipment or storage of such inventory or other
goods; (v) any Lien incurred or deposits made securing the performance of
tenders, bids, leases, trade contracts (other than for borrowed money),
statutory obligations, surety bonds, appeal bonds, government contracts,
performance bonds, return-of-money bonds and other obligations of like nature
incurred in the ordinary course of business; (vi) any Lien constituted by a
right of set off or right over a margin call account or any form of cash or cash
collateral or any similar arrangement for obligations incurred in respect of the
hedging or management of risks under transactions involving any currency or
interest rate swap, cap or collar arrangements, forward exchange transaction,
option, warrant, forward rate agreement, futures contract or other derivative
instrument of any kind; (vii) any Lien arising out of title retention or like
provisions in connection with the purchase of goods and equipment in the
ordinary course of business; and (viii) any Lien securing reimbursement
obligations under letters of credit, guaranties and other forms of credit
enhancement given in connection with the purchase of goods and equipment in the
ordinary course of business;

                  (e) Liens in favor of the Company or a Subsidiary;

                  (f) (i) Liens on any property or assets acquired from a
corporation which is merged with or into the Company or a Subsidiary, or any
Liens on the property or assets of any

                                       61
<PAGE>   69

corporation or other entity existing at the time such corporation or other
entity becomes a Subsidiary of the Company and, in either such case, is not
created in anticipation of any such transaction (unless such Lien is created to
secure or provide for the payment of any part of the purchase price of such
corporation); (ii) any Lien on any property or assets existing at the time of
acquisition thereof and which is not created in anticipation of such acquisition
(unless such Lien was created to secure or provide for the payment of any part
of the purchase price of such property or assets); and (iii) any Lien created or
outstanding on or over any asset of any Person which becomes a Subsidiary on or
after the date of the issuance of such Securities when such Lien is created
prior to the date on which such Person becomes a Subsidiary;

                  (g) (i) Liens required by any contract or statute in order to
permit the Company or a Subsidiary to perform any contract or subcontract made
by it with or at the request of a governmental entity or any department, agency
or instrumentality thereof, or to secure partial, progress, advance or any other
payments by the Company or a Subsidiary to such governmental unit pursuant to
the provisions of any contract or statute; (ii) any Lien securing industrial
revenue, development or similar bonds issued by or for the benefit of the
Company or a Subsidiary, provided that such industrial revenue, development or
similar bonds are nonrecourse to the Company or such Subsidiary; and (iii) any
Lien securing taxes or assessments or other applicable governmental charges or
levies;

                  (h) (i) any Lien which arises pursuant to any order of
attachment, distraint or similar legal process arising in connection with court
proceedings and any Lien which secures the reimbursement obligation for any bond
obtained in connection with an appeal taken in any court proceeding, so long as
the execution or other enforcement of such Lien arising pursuant to such legal
process is effectively stayed and the claims secured thereby are being contested
in good faith and, if appropriate, by appropriate legal proceedings, or any Lien
in favor of a plaintiff or defendant in any action before a court or tribunal as
security for costs and/or other expenses; or (ii) any Lien arising by operation
of law or by order of a court or tribunal or any Lien arising by an agreement of
similar effect, including, without limitation, judgment liens; or

                  (i) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any Liens
referred to in the foregoing clauses, for amounts not exceeding the principal
amount of the Debt secured by the Lien so extended, renewed or replaced,
provided that such extension, renewal or replacement Lien is limited to all or a
part of the same property or assets that were covered by the Lien extended,
renewed or replaced (plus improvements on such property or assets).

                  Nothing contained in this Indenture in any way restricts or
prevents the Company or any Subsidiary from incurring any Debt.

                  SECTION 1012. Limitations on Sale and Lease-Back Transactions.
The Company covenants and agrees that so long as any Securities of such series
remains outstanding, it will not, and the Company will not permit any Subsidiary
to, enter into any arrangement with any Person (other than the Company or a
Subsidiary), providing for the leasing to the Company or a Subsidiary of any
assets which have been or are to be sold or transferred by the Company or such
Subsidiary to such Person (a "Sale and Lease-Back Transaction") unless; (a) such
transaction involves a lease for a temporary period not to exceed three years;
(b) such transaction

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<PAGE>   70

is between the Company or a Subsidiary and an affiliate of the Company; (c) the
Company would be entitled to incur debt secured by a Lien on the assets or
property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction, without
equally and ratably securing the Securities, pursuant to the limitation on Liens
described above; (d) such transaction is entered into within 90 days after the
initial acquisition by the Company of the assets or property subject to such
transaction; (e) after giving effect thereto, the aggregate amount of all
Attributable Debt with respect to all such Sale and Lease-Back Transactions does
not exceed 10% of Consolidated Net Tangible Assets; or (f) the Company or a
Subsidiary within the twelve months preceding the sale or transfer or the twelve
months following the sale or transfer, regardless of whether such sale or
transfer may have been made by the Company or such Subsidiary, applies in the
case of a sale or transfer for cash, an amount equal to the net proceeds thereof
and, in the case of a sale or transfer otherwise than for cash, an amount equal
to the fair value of the assets so leased at the time of entering into such
arrangement (as determined by the Board of Directors of the Company or such
Subsidiary), (i) to the retirement of debt, incurred or assumed by the Company
or a Subsidiary, which by its terms matures at, or is extendible or renewable at
the option of the obligor to, a date more than twelve months after the date of
incurring, assuming or guaranteeing such debt or (ii) to investment in any
assets of the Company or any Subsidiary.

                  SECTION 1013. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any term, provision or condition
set forth in Sections 1004 to 1008, inclusive, or section 1011 or Section 1012
if before or after the time for such compliance the Holders of at least a
majority in principal amount of all outstanding Securities of such series, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                  SECTION 1014. Covenants Regarding Trust. For so long as the
Trust Securities remain outstanding, the Company covenants (i) to directly or
indirectly maintain 100% of ownership of the Trust Common Securities (as defined
in the Trust Agreement relating to such securities) of the Trust; provided,
however, that any permitted successor of the Company hereunder may succeed to
the Company's ownership of such Trust Common Securities, and (ii) to use its
reasonable efforts to cause the Trust (a) to remain a statutory business trust,
except in connection with the distribution of Subordinated Debentures to the
holders of Trust Securities in liquidation of the Trust, the redemption of all
of the Trust Securities of the Trust, or certain mergers, consolidations or
amalgamations, each as permitted under the Trust Agreement, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and

                                       63
<PAGE>   71

(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

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

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

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

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

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

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

                  All notices of redemption shall state:

                           (1) the Redemption Date,


                                     64
<PAGE>   72
                           (2) the Redemption Price, accrued interest to the
                  Redemption Date payable as provided in Section 1106, if any,
                  and Additional Interest, if any,

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

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

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

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

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

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

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

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

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

                  SECTION 1105. Deposit of Redemption Price. At least one
Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in section

                                       65
<PAGE>   73

1003) an amount sufficient to pay on the Redemption Date the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof which are to be
redeemed on that date.

                  SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified (together with accrued interest, if any, to the Redemption
Date), and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall, if
the same were interest-bearing, cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest, if
any, to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only at an office or agency located outside the United States
(except as otherwise provided in Section 1002) and, unless otherwise specified
as contemplated by Section 301, only upon presentation and surrender of coupons
for such interest; and provided further that, installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section.

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

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

                  SECTION 1107. Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the

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<PAGE>   74

Holder of such Security without service charge a new Security or Securities of
the same series, 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 Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

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

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

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

                  SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Trust shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner

                                       67
<PAGE>   75

specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

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

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

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

                                       68
<PAGE>   76

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

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

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

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

                                       69
<PAGE>   77

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 Security.

                  SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, 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 Security so surrendered
which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

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

                  SECTION 1402. Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by such Outstanding Securities and any
coupons appertaining thereto, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in clauses (A) and (B) below, and to have satisfied
all of its other obligations under such Securities and any coupons appertaining
thereto and this Indenture insofar as such Securities and any coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same) except for the
following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on such Securities
and any coupons appertaining thereto when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional Interest, if any, on
such Securities as contemplated

                                       70
<PAGE>   78

by Section 1010, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto.

                  SECTION 1403. Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be released from its obligations under
Sections 1004 to 1008, inclusive, Section 1011 and Section 1012, and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons appertaining thereto
on and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 1004 to 1008,
inclusive, Section 1011 or Section 1012, or such other covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(8) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Securities and any
coupons appertaining thereto shall be unaffected thereby.

                  SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

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

                                       71
<PAGE>   79

Outstanding securities and any coupons appertaining thereto on the day on which
such payments are due and payable in accordance with the terms of this Indenture
and of such Securities and any coupons appertaining thereto.

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

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

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

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

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

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

                                       72
<PAGE>   80

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons as pertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Interest, if any, but such money
need not be segregated from other funds except to the extent required by law.

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

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

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION 1501. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                  SECTION 1502. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1501, to be held at such time and at such
place in the Borough of Manhattan, New York City, as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days or to the date
fixed for the meeting.

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<PAGE>   81

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

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

                  SECTION 1504. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if, any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at the reconvening of any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days; at the reconvening of any meeting adjourned or further
adjourned for lack of a quorum, the persons entitled to vote 25% in the
aggregate principal amount of the Securities at the time outstanding shall
constitute a quorum for the taking of any action set forth in the notice of the
original meeting. Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 1502(a), except that such notice need be given only
once not less than five days prior to the date on which the meeting is scheduled
to be reconvened.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
persons entitled to vote a majority in aggregate principal amount of the
Outstanding Securities represented at such meeting; provided, however, that,
except as limited by the proviso to Section 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture

                                       74
<PAGE>   82

expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

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

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

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

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

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

                  (a) Notwithstanding any provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a


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<PAGE>   83

temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting.

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

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

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

                                 ARTICLE SIXTEEN

                                  SUBORDINATION

                  SECTION 1601. Securities Subordinate to Senior Indebtedness.
The Company covenants and agrees, and each Holder of a Security, by his
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to Article Four), the
payment of the principal of, premium, if any, and interest (including Additional
Interest, if any) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full in cash
of all Senior Indebtedness.

                                       76
<PAGE>   84

                  SECTION 1602. Payment of Proceeds Upon Dissolution, Etc. Upon
any payment or distribution of assets of the Company to creditors upon any
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors, marshalling of assets or liabilities or any bankruptcy, insolvency
or similar proceedings of the Company (each such event, if any, referred to as a
"Proceeding"), the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due on or to become due on or in respect of all
Senior Indebtedness (including any interest accruing thereon after the
commencement of any such Proceeding, whether or not allowed as a claim against
the Company in such Proceeding), before the Holders of the Securities are
entitled to receive any payment or distribution (excluding any payment described
in Section 1609) on account of the principal of, premium, if any, or interest
(including Additional Interest, if any) on the Securities or on account of any
purchase, redemption or other acquisition of Securities by the Company (all such
payments, distributions, purchases, redemptions and acquisitions, whether or not
in connection with a Proceeding, herein referred to, individually and
collectively, as a "Payment").

                  In the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing shall be received by
the Trustee or the Holders of the Securities before all Senior Indebtedness is
paid in full, or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust for the benefit
of and shall be paid over or delivered to the holders of Senior Indebtedness or
to the trustee or trustees under any indenture pursuant to which any instruments
evidencing any such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
holders of such Senior Indebtedness.

                  For purposes of this Article, "assets of the Company" shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article with respect to the
Securities to the payment of all Senior Indebtedness that may at the time be
outstanding, provided, however, that (i) Senior Indebtedness is assumed by the
new corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of the Senior Indebtedness are not, without
the consent of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company into, another
corporation or the liquidation or dissolution of the Company following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Eight hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 1602 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Eight hereof. Nothing in
Section 1603 or in this Section 1602 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 606.

                                       77
<PAGE>   85

                  SECTION 1603. No Payment When Senior Indebtedness in Default.
No payment of any principal, including redemption payments, if any, premium, if
any, or interest (including Additional Interest, if any) on the Securities shall
be made if

                           (i) any Senior Indebtedness is not paid when due
         whether at the stated maturity of such payment or by call for
         redemption and any applicable grace period with respect to such default
         has ended, with such default remaining uncured and such default has not
         been waived or otherwise ceased to exist;

                           (ii)the maturity of any Senior Indebtedness has been
         accelerated because of a default; or

                           (iii) notice has been given of the exercise of an
         option to require repayment, mandatory payment or prepayment of Senior
         Indebtedness.

                  In the event that, notwithstanding the foregoing, the Company
shall make any Payment to the Trustee or any Holder prohibited by the foregoing
provisions of this Section, then in such event such event such Payment shall be
held in trust and paid over and delivered forthwith to the holders of the Senior
Indebtedness.

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

                  SECTION 1604. Payment Permitted If No Default. Nothing
contained in this Article or elsewhere in this Indenture or in any of the
Securities shall prevent the Company, at any time except during the pendency of
any Proceeding referred to in Section 1602 hereof or under the conditions
described in Section 1603 hereof, from making Payments. Nothing in this Article
shall have any effect on the right of the Holders or the Trustee to accelerate
the maturity of the Securities upon the occurrence of an Event of Default, but,
in that event, no payment may be made in violation of the provisions of this
Article with respect to the Securities. If payment of the Securities is
accelerated because of an Event of Default, the Company shall promptly notify
the holders of the Senior Indebtedness (or their representatives) of such
acceleration.

                  SECTION 1605. Subrogation to Rights of Holders of Senior
Indebtedness. The rights of the Holders of the Securities shall be subrogated to
the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of, premium, if any, and interest (including
Additional Interest, if any) on the Junior Subordinated Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Indebtedness of any cash, property or securities to which
the Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article, and no payments pursuant to the provisions of this
Article to the holders of Senior Indebtedness by Holders of the Securities or
the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

                  SECTION 1606. Provisions Solely to Define Relative Rights. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the

                                       78
<PAGE>   86

Holders on the one hand and the holders of Senior Indebtedness on the other
hand. Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Indebtedness, is intended to rank equally with all other general obligations of
the Company), to pay to the Holders of the Securities the principal of, premium,
if any, and interest (including Additional Interest, if any) on the Securities
as and when the same shall become due and payable in accordance with their
terms; or (b) affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders
of Senior Indebtedness to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder or, under the conditions
specified in Section 1603, to prevent any payment prohibited by such Section or
enforce their rights pursuant to the penultimate paragraph in Section 1603.

                  SECTION 1607. Trustee to Effectuate Subordination. Each Holder
of a Security by his acceptance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, receivership proceedings, or otherwise, the timely
filing of a claim for the unpaid balance of the indebtedness of the Company
owing to such Holder in the form required in such proceedings and the causing of
such claim to be approved.

                  SECTION 1608. No Waiver of Subordination Provisions. No right
of any present or future holder of any Senior Indebtedness to enforce the
subordination provisions provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or any failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have to
be or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: i) change the manner,
place or terms of payment or extend the time for payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) permit the Company to borrow, repay and
then reborrow any or all of the Senior Indebtedness; (iii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iv) release any Person liable in any manner for
the collection of Senior Indebtedness; (v) exercise or refrain from

                                       79
<PAGE>   87

exercising any rights against the Company and any other Person; or (vi) apply
any sums received by them to Senior Indebtedness.

                  SECTION 1609. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money held in trust by
the Trustee under Article Four for the payment of the principal of, premium, if
any, and interest (including Additional Interest, if any) on any series of
Securities shall not be subordinated to the prior payment of any Senior
Indebtedness or subject to the restrictions set forth in this Article and no
Holder of such Securities nor the Trustee shall be obligated to pay over such
amount to the Company, any holder of Senior Indebtedness (or a designated
representative of such holder) or any other creditor of the Company.

                  SECTION 1610. Notice to the Trustee. The Company shall give
prompt written notice to a Responsible Officer of the Trustee of any fact known
to the Company that would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article. Notwithstanding the provisions of this Article or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the provisions of
this Article unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office of the Trustee
from the Company or a holder or holders of Senior Indebtedness or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 601, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 1610 at
least two Business Days prior to the date upon which, by the terms hereof, any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days prior
to such date.

                  The Trustee, subject to the provisions of Section 601, shall
be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be holder of Senior Indebtedness (or a trustee on behalf
of such holder) to establish that such notice has been given by a holder of
Senior Indebtedness or a trustee on behalf of any such holder or holders. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

                  SECTION 1611. Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the

                                       80
<PAGE>   88

Trustee, subject to the provisions of Section 601 hereof, and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such Proceeding is pending, or a
certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Person entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article, provided that
the foregoing shall apply only if such court has been apprised of the provisions
of this Article.

                  SECTION 1612. Trustee Not Fiduciary for Holders of Senior
Indebtedness; Subject to the provisions of Section 601, the Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise.

                  SECTION 1613. Rights of Trustee as Holder of Senior
Indebtedness; Preservation of Trustee's Rights. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder.

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

                  SECTION 1614. Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee (or the Company or an Affiliate
of the Company) shall have been appointed by the Company and be then acting
hereunder, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise required) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee.

                  SECTION 1615. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or to continue to hold, such Senior Indebtedness.

                                       81
<PAGE>   89

                                ARTICLE SEVENTEEN

                            MISCELLANEOUS PROVISIONS

                  SECTION 1701. Assignment; Binding Effect. The Company shall
have the right at all times to assign any of its rights or obligations under
this Indenture to a direct or indirect wholly-owned subsidiary of the Company,
provided that, in the event of any such assignment, the Company shall remain
primarily liable for the performance of all such obligations. This Indenture may
also be assigned by the Company in connection with a transaction described in
Article Eight. This Indenture shall be binding upon and inure to the benefit of
the Company, the Trustee, the Holders, any Security Registrar, Paying Agent, and
Authenticating Agent and, to the extent specifically set forth herein, the
holders of Senior Indebtedness and their respective successors and assigns. The
provisions of clause (2) of Section 508 are for the benefit of the holders of
the series of Trust Securities referred to therein and, prior to the dissolution
of the related Securities Trust, may be enforced by such holders. A holder of a
Trust Security shall not have the right, as such a holder, to enforce any other
provision of this Indenture.

                  SECTION 1702. Additional Interest. Whenever there is mentioned
in this Indenture, in any context, the payment of the principal of, premium, if
any, or interest on, or in respect of, any Security of any series such mention
shall be deemed to include mention of the payment of Additional Interest
provided for by the terms of such series of Securities to the extent that, in
such context, Additional Interest is, was or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of Additional
Interest in any provisions hereof shall not be construed as excluding Additional
Interest in those provisions hereof where such express mention is not made.

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



                                       82
<PAGE>   90

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


                                            SEMCO ENERGY INC.


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



Attest:
       ------------------------------
       Title:



                                            Bank One Trust Company, NA
                                                 as Trustee


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



Attest:
       ------------------------------
       Title:



                                       83
<PAGE>   91


STATE OF __________________ )
                            )ss:
COUNTY OF__________________ )

                  On the _____ day of ________ 1999, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he/she resides at _______________________, that he/she is
__________ of SEMCO ENERGY INC., one of the parties described in and which
executed the foregoing instrument, and that he/she signed his/her name thereto
by authority of the Board of Directors.

(Notarial Seal)

                                            _________________________________
                                            Notary Public
                                            COMMISSION EXPIRES



STATE OF __________________ )
                            )ss:
COUNTY OF__________________ )

                  On the _____ day of _____, 1999, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he/she resides at ____________________, that he/she is a _________________
of Bank One Trust Company, NA, one of the parties described in and which
executed the foregoing instrument, and that he/she signed his/her name thereto
by authority of the Board of Directors.

(Notarial Seal)

                                            _________________________________
                                            Notary Public
                                            COMMISSION EXPIRES




                                      84
<PAGE>   92
                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

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

                                   CERTIFICATE

(Insert title or sufficient description of Securities to be delivered)

                  This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account (i)
are owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise SEMCO Energy, Inc., or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also ascribed in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

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

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

                  This certificate excepts and does not relate to {U.S.$} of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we

                                      A-1-1
<PAGE>   93

understand an exchange for an interest in a Permanent Global Security or an
exchange for and delivery of definitive Securities (or, if relevant, collection
of any interest) cannot be made until we do so certify.

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



Dated:                                     19
         ----------------------------------  ---

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

                                          (Name of Person Making Certification)


                                          -------------------------------------
                                          (Authorized Signature)
                                          Name:
                                          Title:



                                      A-1-2
<PAGE>   94
                                 EXHIBIT A-2

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

                                   CERTIFICATE

(Insert title or sufficient description of Securities to be delivered)

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

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

                  We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any interest) any portion
of the temporary global Security representing the above-captioned Securities
excepted in the above referenced certificates of Member organizations and (ii)
as of the date hereof we have not received any notification from any of our
Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                                      A-2-1
<PAGE>   95

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



Dated:  ___________________________ 19___

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

                                          (Morgan Guaranty Trust of New York,
                                             Brussels Office,) as
                                          Operator of the Euroclear System or
                                             Cedel S.A.)

                                          By:_________________________________




                                      A-2-2