<PAGE>
 
                                                                         EXHIBIT



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



                              BOSTON CHICKEN, INC.



                   7 3/4% Convertible Subordinated Debentures
                                    due 2004



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

                                   INDENTURE

                           Dated as of April 28, 1997

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



                             Bankers Trust Company

                                    Trustee


     

                           -------------------------
<PAGE>
 
                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>


                                                                   Indenture
TIA Section                                                         Section
-----------                                                        ---------
<S>                                                                <C>

(S) 310(a)(1)...................................................        9.10
       (a)(2)...................................................        9.10
       (a)(3)...................................................      N.A.**
       (a)(4)...................................................        N.A.
       (a)(5)...................................................        9.10
       (b)......................................................   9.8; 9.10
       (c)......................................................        N.A.
(S) 311(a)......................................................        9.11
       (b)......................................................        9.11
       (c)......................................................        N.A.
(S) 312(a)......................................................         2.5
       (b)......................................................        12.3
       (c)......................................................        12.3
(S) 313(a)......................................................         9.6
       (b)(1)...................................................        N.A.
       (b)(2)...................................................         9.6
       (c)......................................................   9.6; 12.2
       (d)......................................................         9.6
(S) 314(a)......................................................   6.2; 6.4;
                                                                        12.2
       (b)......................................................        N.A.
       (c)(1)...................................................     12.4(a)
       (c)(2)...................................................     12.4(a)
       (c)(3)...................................................        N.A.
       (d)......................................................        N.A.
       (e)......................................................     12.4(b)
       (f)......................................................        N.A.
(S) 315(a)......................................................      9.1(b)
       (b)......................................................   9.5; 12.2
       (c)......................................................      9.1(a)
       (d)......................................................      9.1(c)
       (e)......................................................        8.11
(S) 316(a)(last sentence).......................................         2.9
       (a)(1)(A)................................................         8.5
       (a)(1)(B)................................................         8.4
       (a)(2)...................................................        N.A.
       (b)......................................................         8.7
       (c)......................................................        12.5
(S) 317(a)(1)...................................................         8.8
       (a)(2)...................................................         8.9
       (b)......................................................         2.4
(S) 318(a)......................................................        12.1
</TABLE>
*    This Cross-Reference Table shall not, for any purpose, be deemed a part of
     this Indenture.

**   N.A. means Not Applicable.

                                      -i-
<PAGE>
 

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                                    <C>
ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................   1
  SECTION 1.1  Definitions..........................................................................................   1
  SECTION 1.2  Other Definitions....................................................................................   4
  SECTION 1.3  Trust Indenture Act Provisions.......................................................................   5
  SECTION 1.4  Rules of Construction................................................................................   5

ARTICLE 2.  THE SECURITIES..........................................................................................   6
  SECTION 2.1  Form and Dating......................................................................................   6
  SECTION 2.2  Execution and Authentication.........................................................................   6
  SECTION 2.3  Registrar, Paying Agent and Conversion Agent.........................................................   7
  SECTION 2.4  Paying Agent to Hold Money In Trust..................................................................   8
  SECTION 2.5  Securityholder Lists.................................................................................   8
  SECTION 2.6  Transfer and Exchange................................................................................   8
  SECTION 2.7  Replacement Securities...............................................................................   9
  SECTION 2.8  Outstanding Securities...............................................................................  10
  SECTION 2.9  Treasury Securities..................................................................................  10
  SECTION 2.10 Temporary Securities.................................................................................  11
  SECTION 2.11 Cancellation.........................................................................................  11

ARTICLE 3.  REDEMPTION AND PURCHASES................................................................................  11
  SECTION 3.1  Right to Redeem; Notice to Trustee...................................................................  11
  SECTION 3.2  Selection of Securities to Be Redeemed...............................................................  12
  SECTION 3.3  Notice of Redemption.................................................................................  12
  SECTION 3.4  Effect of Notice of Redemption.......................................................................  13
  SECTION 3.5  Deposit of Redemption Price..........................................................................  13
  SECTION 3.6  Securities Redeemed in Part..........................................................................  14
  SECTION 3.7  Conversion Arrangement on Call for Redemption........................................................  14
  SECTION 3.8  Purchase of Securities at Option of the Holder
                 Upon Change in Control.............................................................................  15
  SECTION 3.9  Effect of Change in Control Purchase Notice..........................................................  18
  SECTION 3.10 Deposit of Change in Control Purchase Price..........................................................  19
  SECTION 3.11 Securities Purchased In Part.........................................................................  19
  SECTION 3.12 Compliance With Securities Laws Upon Purchase of
                 Securities.........................................................................................  19
  SECTION 3.13 Repayment to the Company.............................................................................  20

ARTICLE 4.  CONVERSION..............................................................................................  20
  SECTION 4.1  Conversion Privilege.................................................................................  20
  SECTION 4.2  Conversion Procedure.................................................................................  21
  SECTION 4.3  Fractional Shares....................................................................................  22
  SECTION 4.4  Taxes on Conversion..................................................................................  22
  SECTION 4.5  Company to Provide Stock.............................................................................  23
  SECTION 4.6  Adjustment of Conversion Price.......................................................................  23
  SECTION 4.7  No Adjustment........................................................................................  27
  SECTION 4.8  Adjustment for Tax Purposes..........................................................................  28
  SECTION 4.9  Notice of Adjustment.................................................................................  28
  SECTION 4.10 Notice of Certain Transactions.......................................................................  28
  SECTION 4.11 Effect of Reclassification, Consolidation,
                 Merger or Sale on Conversion Privilege.............................................................  28

</TABLE>

                                      -1-
<PAGE>
 
<TABLE>
<CAPTION> 

<S>             <C>                                               <C>
  SECTION 4.12  Trustee's Disclaimer.............................  29
  SECTION 4.13  Voluntary Reduction..............................  30

ARTICLE 5.  SUBORDINATION........................................  30
  SECTION 5.1   Securities Subordinated to Senior Indebtedness...  30
  SECTION 5.2   Securities Subordinated to Prior Payment of All
                  Senior Indebtedness on Dissolution, Liquidation,
                  Reorganization, Etc., of the Company...........  31
  SECTION 5.3   Securityholders to Be Subrogated to Right of
                Holders of Senior Indebtedness...................  33
  SECTION 5.4   Obligations of the Company Unconditional.........  33
  SECTION 5.5   Company Not to Make Payment With Respect to
                Securities in Certain Circumstances..............  34
  SECTION 5.6   Notice to Trustee................................  35
  SECTION 5.7   Application by Trustee of Monies Deposited With
                It...............................................  36
  SECTION 5.8   Subordination Rights Not Impaired by Acts or
                Omissions of Company or Holders of Senior
                Indebtedness.....................................  36
  SECTION 5.9   Trustee to Effectuate Subordination..............  37
  SECTION 5.10  Right of Trustee to Hold Senior Indebtedness.....  37
  SECTION 5.11  Article 5 Not to Prevent Events of Default.......  37
  SECTION 5.12  No Fiduciary Duty Created to Holders of Senior
                  Indebtedness...................................  37
  SECTION 5.13  Article Applicable to Paying Agents..............  37

ARTICLE 6.  COVENANTS............................................  38
  SECTION 6.1   Payment of Securities............................  38
  SECTION 6.2   SEC Reports......................................  38
  SECTION 6.3   Liquidation......................................  39
  SECTION 6.4   Compliance Certificates..........................  40
  SECTION 6.5   Notice of Defaults...............................  40
  SECTION 6.6   Further Instruments and Acts.....................  40

ARTICLE 7.  SUCCESSOR CORPORATION................................  40
  SECTION 7.1   When Company May Merge, Etc......................  40
  SECTION 7.2   Successor Corporation Substituted................  41

ARTICLE 8.  DEFAULT AND REMEDIES.................................  42
  SECTION 8.1   Events of Default................................  42
  SECTION 8.2   Acceleration.....................................  43
  SECTION 8.3   Other Remedies...................................  44
  SECTION 8.4   Waiver of Defaults and Events of Default.........  44
  SECTION 8.5   Control by Majority..............................  45
  SECTION 8.6   Limitations on Suits.............................  45
  SECTION 8.7   Rights of Holders to Receive Payment.............  45
  SECTION 8.8   Collection Suit by Trustee.......................  46
  SECTION 8.9   Trustee May File Proofs of Claim.................  46
  SECTION 8.10  Priorities.......................................  47
  SECTION 8.11  Undertaking for Costs............................  47
  SECTION 8.12  Waiver of Usury, Stay or Extension Laws..........  47
</TABLE> 

                                       2
<PAGE>

<TABLE> 
<CAPTION> 

<S>             <C>                                             <C>
ARTICLE 9.  TRUSTEE............................................  48
  SECTION 9.1   Duties of Trustee..............................  48
  SECTION 9.2   Rights of Trustee..............................  49
  SECTION 9.3   Individual Rights of Trustee...................  49
  SECTION 9.4   Trustee's Disclaimer...........................  50
  SECTION 9.5   Notice of Default or Events of Default.........  50
  SECTION 9.6   Reports by Trustee to Holders..................  50
  SECTION 9.7   Compensation and Indemnity.....................  50
  SECTION 9.8   Replacement of Trustee.........................  51
  SECTION 9.9   Successor Trustee by Merger, Etc...............  52
  SECTION 9.10  Eligibility; Disqualification..................  52
  SECTION 9.11  Preferential Collection of Claims Against
                Company........................................  53

ARTICLE 10.  SATISFACTION AND DISCHARGE OF INDENTURE...........  53
  SECTION 10.1  Termination of Company's Obligations...........  53
  SECTION 10.2  Application of Trust Money.....................  54
  SECTION 10.3  Repayment to Company...........................  54
  SECTION 10.4  Reinstatement..................................  54

ARTICLE 11.  AMENDMENTS, SUPPLEMENTS AND WAIVERS...............  55
  SECTION 11.1  Without Consent of Holders.....................  55
  SECTION 11.2  With Consent of Holders........................  55
  SECTION 11.3  Compliance With Trust Indenture Act............  56
  SECTION 11.4  Revocation and Effect of Consents..............  56
  SECTION 11.5  Notation on or Exchange of Securities..........  57
  SECTION 11.6  Trustee to Sign Amendments, etc................  57

ARTICLE 12.  MISCELLANEOUS.....................................  57
  SECTION 12.1  Trust Indenture Act Controls...................  57
  SECTION 12.2  Notices........................................  58
  SECTION 12.3  Communications by Holders With Other Holders...  58
  SECTION 12.4  Certificate and Opinion as to Conditions
                  Precedent....................................  58
  SECTION 12.5  Record Date for Vote or Consent of
                  Securityholders..............................  59
  SECTION 12.6  Rules by Trustee, Paying Agent, Registrar,
                 Conversion Agent..............................  60
  SECTION 12.7  Legal Holidays.................................  60
  SECTION 12.8  Governing Law..................................  60
  SECTION 12.9  No Adverse Interpretation of Other Agreements..  60
  SECTION 12.10 No Recourse Against Others.....................  60
  SECTION 12.11 Successors.....................................  60
  SECTION 12.12 Multiple Counterparts..........................  61
  SECTION 12.13 Separability...................................  61
  SECTION 12.14 Table of Contents, Headings, etc...............  61
</TABLE>

                                       3
<PAGE>
 
     INDENTURE dated as of April 28, 1997 between BOSTON CHICKEN, INC., a
Delaware corporation (the "Company"), and Bankers Trust Company, a banking
corporation duly organized and existing under the laws of the state of New York,
as Trustee (the "Trustee").

     Both parties agree as follows for the benefit of the other and for the
equal and ratable benefit of the registered holders of the Company's 7-3/4%
Convertible Subordinated Debentures due 2004.


                                  ARTICLE 1.

                  DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1    Definitions

     "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 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.

     "Agent" means any Registrar, Paying Agent or Conversion Agent.

     "Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board of Directors.

     "Business Day" means a day that is not a Legal Holiday.

     "Capitalized Lease Obligation" means indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles;
the amount of such indebtedness shall be the capitalized amount of such
obligations determined in accordance with such principles.

     "Cash" or "cash" means such coin or currency of the United States as at any
time of payment is legal tender for the payment of public and private debts.

     "Common Stock" means the common stock of the Company, $.01 par value, as it
exists on the date of this Indenture or as it may be constituted from time to
time.

<PAGE>
 
     "Company" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture, and thereafter means the successor.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered which
office at the date of the execution of this Indenture is located at Four Albany
Street, New York, New York 10006, Attention: Corporate Trust and Agency Group -
Corporate Market Services or at any other time at such other address as the
Trustee may designate from time to time by notice to the Company.

     "Default" or "default" means any event which is, or after notice or passage
of time, or both, would be an Event of Default.

     "Holder" or "Securityholder" means the person in whose name a Security is
registered on the Registrar's books.

     "Indenture" means this Indenture as amended or supplemented from time to
time pursuant to the terms of this Indenture.

     "Officer" means the Chairman or any Co-Chairman of the Board, any Vice
Chairman of the Board, the President, any Vice President, the Chief Financial
Officer, the Secretary or any Assistant Secretary of the Company.

     "Officers' Certificate" means a certificate signed by two Officers;
provided, however, that for purposes of Section 6.4, "Officers' Certificate"
means a certificate signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company.

     "Opinion of Counsel" means a written opinion from legal counsel. The
counsel may be an employee of or counsel to the Company or the Trustee.

     "Person" or "person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, or
any other entity or organization, including a government or political
subdivision or instrumentality thereof.

     "Principal" or "principal" of a debt security, including the Securities,
means the principal of the security plus, when appropriate, the premium, if any,
on the security.

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

                                       2
<PAGE>
 
     "Redemption Price" or "redemption price," when used with respect to any
Security to be redeemed, means the price fixed for such redemption pursuant to
this Indenture, as set forth in the form of Security annexed as Exhibit A
hereto.

     "SEC" or "Commission" means the Securities and Exchange Commission.

     "Securities" means the 7 3/4% Convertible Subordinated Debentures due 2004
or any of them (each, a "Security"), as amended or supplemented from time to
time, that are issued under this Indenture.

     "Senior Indebtedness" means the following: (a) the principal of and
premium, if any, and interest (including, without limitation, any interest
accruing subsequent to the filing of a petition or other action concerning
bankruptcy or other similar proceedings, whether or not constituting an allowed
claim in any such proceedings) on, and fees, costs, enforcement expenses
(including legal fees and disbursements), collateral protection expenses and
other reimbursement or indemnity obligations in respect of, the following,
whether presently outstanding or hereafter incurred or created: all indebtedness
or obligations of the Company to any person, including, but not limited to,
banks and other lending institutions, for money borrowed (other than that
evidenced by the Securities) or in respect of credit or other banking facilities
and which is evidenced by a note, bond, debenture, loan agreement, a lease
intended as security or similar instrument or agreement (including purchase
money obligations with an original maturity in excess of one year and
noncontingent obligations to reimburse any bank or other person in respect of
amounts paid under letters of credit); (b) commitment or standby fees due and
payable to lending institutions with respect to credit facilities available to
the Company; (c) all noncontingent obligations of the Company (i) for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction, (ii) under interest rate swaps, caps, collars,
options and similar arrangements, and (iii) under any foreign exchange contract,
currency swap agreement, futures contract, currency option contract, or other
foreign currency hedge; (d) all obligations of the Company for the payment of
money relating to a Capitalized Lease Obligation; (e) any liabilities of others
described in the preceding clauses (a), (b), (c) and (d) which the Company has
guaranteed or which are otherwise its legal liability; and (f) renewals,
extensions, refundings, restructurings, amendments and modifications of any such
indebtedness or guarantee. Notwithstanding anything to the contrary in this
Indenture or the Securities, "Senior Indebtedness" shall not include (w) any
particular indebtedness, lease, fee, obligation, renewal, extension, refunding,
restructuring, amendment or modification


                                       3
<PAGE>
 
if, under the express provisions of the instrument creating or evidencing the
same, or pursuant to which the same is outstanding, such indebtedness, lease,
fee, obligation, renewal, extension, refunding, restructuring, amendment or
modification thereof is stated to be not superior in right of payment to the
Securities, (x) indebtedness of the Company (i) owing, directly or indirectly,
to any person under or in respect of any employee benefit plan of the Company or
(ii) owing, directly or indirectly, to any employee of the Company or any
Affiliate of the Company, (y) the Securities and (z) any indebtedness
represented by the Company's 4 1/2% Convertible Subordinated Debentures due 2004
or the Company's Liquid Yield Option Notes due 2015 (which Debentures and Notes
shall rank pari passu with the Securities).

     "Subsidiary" means any corporation of which at least a majority of the
outstanding capital stock having voting power under ordinary circumstances to
elect directors of such corporation shall at the time be held, directly or
indirectly, by the Company, by the Company and one or more Subsidiaries, or by
one or more Subsidiaries.

     "TIA" means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 and as in effect on the date of this Indenture,
except as provided in Section 11.3, and except to the extent any amendment to
the Trust Indenture Act expressly provides for application of the Trust
Indenture Act as in effect on another date.

     "Trading Day" means, with respect to any security, each Monday, Tuesday,
Wednesday, Thursday and Friday, other than any day on which securities are not
generally traded on the exchange or market in which such security is traded.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it in accordance with the provisions of this Indenture, and thereafter
means the successor.

     "Trust Officer" means, with respect to the Trustee, any officer assigned to
the Corporate Trust Office, including any managing director, vice president,
assistant vice president, assistant treasurer, assistant secretary or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers and having direct
responsibility for the administration of this Indenture, and also, with respect
to a particular matter, any other officer, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

SECTION 1.2    Other Definitions


                                       4
<PAGE>
 
     TERM                                        DEFINED IN SECTION

     "Bankruptcy Law"                                      8.1
     "Change in Control"                                   3.8
     "Change in Control Purchase Date"                     3.8
     "Change in Control Purchase Notice"                   3.8
     "Change in Control Purchase Price"                    3.8
     "Company Order"                                       2.2
     "Conversion Agent"                                    2.3
     "Conversion Date"                                     4.2
     "Conversion Price"                                    4.6
     "Conversion Shares"                                   4.6
     "Custodian"                                           8.1
     "Default Notice"                                      5.5
     "Determination Date"                                  4.6
     "Distribution Date"                                   4.6
     "Event of Default"                                    8.1
     "Exchange Act"                                        3.8
     "Legal Holiday"                                      12.7
     "Paying Agent"                                        2.3
     "Registrar"                                           2.3
     "Rights"                                              4.6
     "Triggering Distribution"                             4.6
     "Unissued Shares"                                     3.8
     "U.S. Government Obligations"                        10.1

SECTION 1.3    Trust Indenture Act Provisions

     Whenever this Indenture refers to a provision of the TIA, that provision is
incorporated by reference in and made a part of this Indenture. The Indenture
shall also include those provisions of the TIA required to be included herein by
the provisions of the Trust Indenture Reform Act of 1990. The following TIA
terms used in this Indenture have the following meanings:

     "Commission" means the SEC;

     "indenture securities" means the Securities;
 
     "indenture security holder" means a Securityholder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

                                       5
<PAGE>
 
     All other terms used in this Indenture that are defined in the TIA, defined
by TIA reference to another statute or defined by SEC rule and not otherwise
defined herein have the meanings assigned to them therein.

SECTION 1.4    Rules of Construction

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with generally accepted accounting principles in effect
     on the date hereof, and any other reference in this Indenture to "generally
     accepted accounting principles" refers to generally accepted accounting
     principles in effect on the date hereof;

          (3) words in the singular include the plural, and words in the plural
     include the singular;

          (4) provisions apply to successive events and transactions; and

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

                                  ARTICLE 2.

                                THE SECURITIES

SECTION 2.1    Form and Dating

     The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is incorporated in and made part
of this Indenture.  The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage.  The Company shall approve, with
the consent of the Trustee, the form of the Securities and any notation, legend
or endorsement thereon.  Each Security shall be dated the date of its
authentication.

SECTION 2.2    Execution and Authentication

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature.  The Company's seal shall be reproduced on the Securities.
Typographic and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any


                                       6
<PAGE>
 
Security which has been authenticated and delivered by the Trustee.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Security.  The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee shall authenticate and make available for delivery Securities
for original issue in the aggregate principal amount of up to $250,000,000 (plus
up to an additional $37,500,000 issued pursuant to the exercise of the over-
allotment option described in Section 2(b) of that certain Purchase Agreement
dated April 22, 1997 between the Company and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons Incorporated and Morgan
Stanley & Co. Incorporated upon a written order or orders of the Company signed
by two Officers of the Company (a "Company Order").  The Company Order shall
specify the amount of Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated.  The aggregate principal
amount of Securities outstanding at any time may not exceed $250,000,000, except
as provided above and in Section 2.7.

     The Trustee shall act as the initial authenticating agent.  Thereafter, the
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

     The Securities shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof.

SECTION 2.3    Registrar, Paying Agent and Conversion Agent

     The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the "Registrar"), an
office or agency where Securities may be presented for payment (the "Paying
Agent"), an office or agency where Securities may be presented for conversion
(the "Conversion Agent") and an office or agency where notices and demands to or
upon the Company in respect of the Securities and


                                       7
<PAGE>
 
this Indenture may be served.  The Registrar shall keep a register of the
Securities and of their transfer and exchange.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such Agent.  The Company shall notify the Trustee
of the name and address of any Agent not a party to this Indenture.  If the
Company fails to maintain a Registrar, Paying Agent, Conversion Agent or agent
for service of notices and demands, or fails to give the foregoing notice, the
Trustee shall act as such.  The Company or any Affiliate of the Company may act
as Paying Agent (except for the purposes of Section 6.1 and Article 10),
Registrar or Conversion Agent.

     The Company initially appoints the Trustee as Registrar, Paying Agent,
Conversion Agent and agent for service of notices and demands in connection with
the Securities.

SECTION 2.4    Paying Agent to Hold Money In Trust

     On or prior to each due date of the principal of or interest on any
Securities, the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal or interest so becoming due.  Subject to Section 5.7, the
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by the Paying Agent for the payment of principal of or
interest on the Securities, and shall notify the Trustee of any default by the
Company (or any other obligor on the Securities) in making any such payment.  If
the Company or an Affiliate of the Company acts as Paying Agent, it shall, on or
before each due date of the principal of or interest on any Securities,
segregate the money and hold it as a separate trust fund.  The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and
the Trustee may at any time during the continuance of any default, upon written
request to a Paying Agent, require such Paying Agent to forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. Upon doing so, the
Paying Agent (other than the Company) shall have no further liability for the
money.

SECTION 2.5    Securityholder Lists

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders.  If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or before each semiannual interest payment date and at such
other times as the Trustee may request in writing a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
Securityholders.


                                       8
<PAGE>
 
 SECTION 2.6   Transfer and Exchange

     When a Security is presented to the Registrar with a request to register a
transfer thereof or to exchange such Security for an equal principal amount of
Securities of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested; provided, however, that every
Security presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the Holder thereof or his or her
attorney duly authorized in writing.  To permit registration of transfers and
exchanges, upon surrender of any Security for registration of transfer or
exchange at the office or agency maintained pursuant to Section 2.3, the Company
shall execute and the Trustee shall authenticate Securities of a like aggregate
principal amount at the Registrar's request.  Any exchange or transfer shall be
without charge, except that the Company or the Registrar may require payment of
a sum sufficient to cover any tax, assessment or other governmental charge that
may be imposed in relation thereto, and provided further that this sentence
shall not apply to any exchange pursuant to Section 2.10, 3.6, 3.11, 4.2 (last
paragraph) or 11.5.

     Neither the Company, the Registrar nor the Trustee shall be required to
exchange or register a transfer of (a) any Securities for a period of 15 days
next preceding any selection of Securities to be redeemed, (b) any Securities
or portions thereof selected or called for redemption (except, in the case of
redemption of a Security in part, the portion not to be redeemed) or (c) any
Securities or portions thereof in respect of which a Change in Control Purchase
Notice has been delivered and not withdrawn by the Holder thereof (except, in
the case of the purchase of a Security in part, the portion not to be
purchased).

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

SECTION 2.7    Replacement Securities

     If any mutilated Security is surrendered to the Company, the Registrar or
the Trustee, or the Company, the Registrar and the Trustee receive evidence to
their satisfaction of the destruction, loss or theft of any Security, and there
is delivered to the Company, the Registrar and the Trustee such Security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, the Registrar or the Trustee that such
Security has been acquired by


                                       9
<PAGE>
 
a bona fide purchaser, the Company shall execute, and upon its written request
the Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, or is about to be redeemed or purchased
by the Company pursuant to Article 3, the Company in its discretion may, instead
of issuing a new Security, pay, redeem or purchase such Security, as the case
may be.

     Upon the issuance of any new Securities under this Section 2.7, the Company
may require the payment of a sum sufficient to cover any tax, assessment or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee or the Registrar) in
connection therewith.

     Every new Security issued pursuant to this Section 2.7 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

     The provisions of this Section 2.7 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.

SECTION 2.8    Outstanding Securities

     Securities outstanding at any time are all Securities authenticated by the
Trustee, except for those cancelled by it, those delivered to it for
cancellation and those described in this Section 2.8 as not outstanding.

     If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Company receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent (other than the Company) holds on a redemption date or
maturity date money sufficient to pay the principal of, and premium, if any, and
accrued interest on, Securities payable on that date, then on and after that
date such


                                      10
<PAGE>
 
Securities cease to be outstanding and interest on them ceases to accrue.

     Subject to the restrictions contained in Section 2.9, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security.

SECTION 2.9    Treasury Securities

     In determining whether the Holders of the required principal amount of
Securities have concurred in any notice, direction, waiver or consent,
Securities owned by the Company or any other obligor on the Securities or by any
Affiliate of the Company or of such other obligor shall be disregarded, except
that, for purposes of determining whether the Trustee shall be protected in
relying on any such notice, direction, waiver or consent, only Securities which
the Trustee knows are so owned shall be so disregarded.  Securities so owned
which have been pledged in good faith shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to the Securities and that the pledgee is not the Company or any
other obligor on the Securities or any Affiliate of the Company or of such other
obligor.

SECTION 2.10   Temporary Securities

     Until definitive Securities are ready for delivery, the Company may prepare
and execute, and, upon the order of the Company, the Trustee shall authenticate
and deliver, temporary Securities.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
with the consent of the Trustee considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate and deliver definitive Securities in exchange for temporary
Securities.

SECTION 2.11   Cancellation

     The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar, the Paying Agent and the Conversion Agent shall
forward to the Trustee or its agent any Securities surrendered to them for
transfer, exchange, payment or conversion.  The Trustee and no one else shall
cancel, in accordance with its standard procedures, all Securities surrendered
for transfer, exchange, redemption, payment, conversion or cancellation and
shall deliver the cancelled Securities to the Company.  The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article 4.


                                      11
<PAGE>

                                 ARTICLE 3.

                            REDEMPTION AND PURCHASES

SECTION 3.1  Right to Redeem; Notice to Trustee

     The Securities may be redeemed at the election of the Company, as a whole
or from time to time in part, at any time on or after May 1, 2000, at the
redemption prices specified in paragraph 5 of the form of Security attached
hereto as Exhibit A, together with accrued interest up to but not including the
Redemption Date.

     If the Company elects to redeem Securities pursuant to this Section 3.1 and
paragraph 5 of the Securities, it shall notify the Trustee at least 35 days
prior to the redemption date as fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee) of the redemption date and the principal
amount of Securities to be redeemed. If fewer than all of the Securities are to
be redeemed, the record date relating to such redemption shall be selected by
the Company and given to the Trustee, which record date shall not be less than
ten days after the date of notice to the Trustee.

SECTION 3.2  Selection of Securities to Be Redeemed

     If less than all of the Securities are to be redeemed, the Trustee shall,
not more than 60 days prior to the redemption date, select the Securities to be
redeemed by lot. The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption. Securities in
denominations of $1,000 may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 or any multiple thereof) of the
principal of Securities that have denominations larger than $1,000. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

SECTION 3.3  Notice of Redemption

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed a notice of redemption by first-class
mail to each Holder of Securities to be redeemed at such Holder's address as it
appears on the Registrar's books.

     The notice shall identify the Securities to be redeemed and shall state:

          (1)  the redemption date;


                                      12
<PAGE>
 
          (2) the redemption price;

          (3) the then current Conversion Price;

          (4) the name and address of the Paying Agent and the Conversion Agent;

          (5) that Securities called for redemption must be presented and
     surrendered to the Paying Agent to collect the redemption price;

          (6) that the Securities called for redemption may be converted at any
     time before the close of business on the redemption date;

          (7) that Holders who wish to convert Securities must satisfy the
     requirements in paragraph 8 of the Securities;

          (8) that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption shall cease accruing
     on and after the redemption date and the only remaining right of the Holder
     shall be to receive payment of the redemption price upon presentation and
     surrender to the Paying Agent of the Securities; and

          (9) if any Security is being redeemed in part, the portion of the
     principal amount of such Security to be redeemed and that, after the
     redemption date, upon presentation and surrender of such Security, a new
     Security or Securities in aggregate principal amount equal to the
     unredeemed portion thereof will be issued.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense.

SECTION 3.4    Effect of Notice of Redemption

     Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date and at the redemption price stated
in the notice, except for Securities that are converted in accordance with the
provisions of Section 4.1.  Upon presentation and surrender to the Paying Agent,
Securities called for redemption shall be paid at the redemption price, plus
accrued interest up to but not including the redemption date.

SECTION 3.5    Deposit of Redemption Price

     On or prior to 12:00 noon New York time on the redemption date, the Company
shall deposit with the Paying Agent (or, if the Company acts as Paying Agent,
shall segregate and hold in trust)


                                      13
<PAGE>
 
money sufficient to pay the redemption price of and accrued interest on all
Securities to be redeemed on that date, other than Securities or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation or have been converted.  The Paying
Agent shall return to the Company any money not required for that purpose
because of the conversion of Securities pursuant to Article 4 or otherwise.  If
such money is then held by the Company in trust and is not required for such
purpose, it shall be discharged from the trust.

SECTION 3.6    Securities Redeemed in Part

     Upon presentation and surrender of a Security that is redeemed in part, the
Company shall execute and the Trustee shall authenticate for and deliver to the
Holder a new Security equal in principal amount to the unredeemed portion of the
Security surrendered.

SECTION 3.7    Conversion Arrangement on Call for Redemption

     In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion of any Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Securities by paying to the Paying Agent in trust for the Securityholders,
on or before the close of business on the Redemption Date, an amount that,
together with any amounts deposited with the Paying Agent by the Company for the
redemption of such Securities, is not less than the Redemption Price, together
with interest, if any, accrued to, but not including, the Redemption Date, of
such Securities.  Notwithstanding anything to the contrary contained in this
Article 3, the obligation of the Company to pay the Redemption Price of such
Securities, including all accrued interest, if any, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers.  If such an agreement is entered into, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 4) surrendered by such purchasers for conversion, all as of
immediately prior to the close of business on the Redemption Date, subject to
payment of the above amount as aforesaid.  The Paying Agent shall hold and pay
to the Holders whose Securities are selected for redemption any such amount paid
to it for purchase and conversion in the same manner as it would moneys
deposited with it by the Company for the redemption of Securities.  Without the
Paying Agent's prior written consent, no arrangement between the Company and
such purchasers for the purchase and conversion of any Securities shall increase
or


                                      14
<PAGE>
 
otherwise affect any of the powers, duties, responsibilities or obligations of
the Paying Agent as set forth in this Indenture, and the Company agrees to
indemnify the Paying Agent from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Securities between the Company and such
purchasers, including the costs and expenses incurred by the Paying Agent in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

SECTION 3.8    Purchase of Securities at Option of the Holder Upon Change in
               Control

     (a) If at any time that Securities remain outstanding there shall have
occurred a Change in Control, Securities shall be purchased by the Company at
the option of the Holder thereof, on the date that is 40 Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date") at a
purchase price (the "Change in Control Purchase Price") equal to the principal
amount thereof plus accrued interest up to but not including the Change in
Control Purchase Date, subject to satisfaction by or on behalf of any Holder of
the requirements set forth in subsection (c) of this Section 3.8.

     A "Change in Control" shall be deemed to have occurred at such time after
the original issuance of the Securities as there shall occur:

          (1) the acquisition by any person (including any syndicate or group
     deemed to be a "person" under Section 13(d)(3) or 14(d)(2) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
     successor provision, but excluding Scott A. Beck, Saad J. Nadhir, or a
     person or group controlled by them or either of them (or their heirs or
     legatees)) of beneficial ownership, directly or indirectly, through a
     purchase, merger or other acquisition transaction or series of
     transactions, of shares of capital stock of the Company entitling such
     person to exercise more than 50% of the total voting power of all shares of
     capital stock of the Company entitling the holders thereof to vote
     generally in elections of directors; or

          (2) any consolidation of the Company with, or merger of the Company
     into, any other person, any merger of another person into the Company, or
     any sale, lease or exchange of all or substantially all of the property and
     assets of the Company to another person (other than (i) sales or leases of
     property to franchisees of the Company in the ordinary course of business
     or (ii) a merger which (x) does not


                                      15
<PAGE>
 
     result in any reclassification, conversion, exchange or cancellation of
     outstanding shares of capital stock of the Company or (y) is effected
     primarily to change the jurisdiction of incorporation of the Company and
     results in a reclassification, conversion or exchange of outstanding shares
     of Common Stock solely into shares of common stock of the surviving
     entity).

A "beneficial owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act, as in effect on the date
of execution of this Indenture, except that, for purposes of this subsection
(a), the number of shares of capital stock of the Company entitling the holders
thereof to vote generally in elections of directors shall be deemed to include,
in addition to all outstanding shares of capital stock of the Company entitling
the holders thereof to vote generally in the election of directors and Unissued
Shares deemed to be held by the Person with respect to which the Change in
Control determination is being made, all Unissued Shares deemed to be held by
all other Persons. As used herein, "Unissued Shares" shall mean shares of
capital stock of the Company not outstanding that are subject to options,
warrants, rights to purchase or conversion privileges exercisable within 60 days
following the date of determination of a Change in Control and that, upon
issuance, shall entitle the holders thereof to vote generally in the election of
directors.

     (b) Within ten Business Days after the occurrence of a Change in Control,
the Company shall mail a written notice of Change in Control by first-class mail
to the Trustee and to each Holder (and to beneficial owners as required by
applicable law) and shall cause a copy of such notice to be published in a daily
newspaper of national circulation.  The notice shall include the form of a
Change in Control Purchase Notice to be completed by the Holder and shall state:
   
          (1) the date of such Change in Control and, briefly, the events
     causing such Change in Control;

          (2) the date by which the Change in Control Purchase Notice pursuant
     to this Section 3.8 must be given;

          (3) the Change in Control Purchase Date;

          (4) the Change in Control Purchase Price;

          (5) briefly, the conversion rights of the Securities;

          (6) the name and address of the Paying Agent and the Conversion Agent;

                                      16
<PAGE>
   
          (7) the then current Conversion Price;

          (8) that Securities as to which a Change in Control Purchase Notice
     has been given may be converted into Common Stock only to the extent that
     the Change in Control Purchase Notice has been withdrawn in accordance with
     the terms of this Indenture;

          (9) the procedures that the Holder must follow to exercise rights
     under this Section 3.8;

          (10) the procedures for withdrawing a Change in Control Purchase
     Notice, including a form of notice of withdrawal; and

          (11) that the Holder must satisfy the requirements set forth in the
     Securities in order to convert the Securities.

     (c) A Holder may exercise his or her rights specified in subsection (a) of
this Section 3.8 upon delivery of a written notice of the exercise of such
rights (a "Change in Control Purchase Notice") to the Paying Agent at any time
prior to the close of business on the Change in Control Purchase Date, stating:

          (1) the certificate number of each Security that the Holder will
     deliver to be purchased;

          (2) the portion of the principal amount of each Security that the
     Holder will deliver to be purchased, which portion must be $1,000 or an
     integral multiple thereof; and

          (3) that such Security shall be purchased pursuant to the terms and
     conditions specified in this Indenture.

     The delivery of such Security to the Paying Agent (together with all
necessary endorsements) at the office of the Paying Agent shall be a condition
to the receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.8 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the principal amount of such portion is
$1,000 or an integral multiple of $1,000.  Provisions of this Indenture that
apply to the purchase of all of a Security pursuant to Sections 3.8  through
3.13 also apply to the purchase of such portion of such Security.

                                      17
<PAGE>
 
     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Change in Control Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Change in Control Purchase
Notice in whole or in a portion thereof that is $1,000 or in an integral
multiple thereof at any time prior to the close of business on the Change in
Control Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.9.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Change in Control Purchase Notice or written withdrawal thereof.

SECTION 3.9    Effect of Change in Control Purchase Notice

     Upon receipt by the Paying Agent of the Change in Control Purchase Notice
specified in Section 3.8(c), the Holder of the Security in respect of which such
Change in Control Purchase Notice was given shall (unless such Change in Control
Purchase Notice is withdrawn as specified below) thereafter be entitled to
receive solely the Change in Control Purchase Price with respect to such
Security.  Such Change in Control Purchase Price shall be paid to such Holder
promptly following the later of (a) the Change in Control Purchase Date with
respect to such Security (provided the conditions in Section 3.8(c) have been
satisfied) and (b) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.8(c).  Securities in
respect of which a Change in Control Purchase Notice has been given by the
Holder thereof may not be converted into shares of Common Stock on or after the
date of the delivery of such Change in Control Purchase Notice unless such
Change in Control Purchase Notice has first been validly withdrawn.

     A Change in Control Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered by the Holder to the office of the Paying Agent
at any time prior to the close of business on the Change in Control Purchase
Date, specifying:

          (1) the certificate number of each Security in respect of which such
     notice of withdrawal is being submitted;

          (2) the principal amount of the Security or portion thereof with
     respect to which such notice of withdrawal is being submitted; and

          (3) the principal amount, if any, of such Security that remains
     subject to the original Change in Control Purchase Notice and that has been
     or will be delivered for purchase by the Company.

                                      18
<PAGE>
 
     There shall be no purchase of any Securities pursuant to Section 3.8 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Change in Control Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Change in Control Purchase Price with respect to such
Securities).

SECTION 3.10   Deposit of Change in Control Purchase Price

     On or before the second Business Day immediately following a Change in
Control Purchase Date, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company is acting as the Paying Agent, shall segregate
and hold in trust as provided in Section 2.4) an amount of money sufficient to
pay the aggregate Change in Control Purchase Price of all the Securities or
portions thereof that are to be purchased as of such Change in Control Purchase
Date.  The manner in which the deposit required by this Section 3.10 is made by
the Company shall be at the option of the Company, provided that such deposit
shall be made in a manner such that the Trustee or the Paying Agent shall have
immediately available funds on the second Business Day immediately following the
Change in Control Purchase Date.

     If the Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Change in Control Purchase Price of any Security tendered
for purchase, then, on the second Business Day immediately following to the
Change in Control Purchase Date, such Security will cease to be outstanding and
will be deemed paid, whether or not such Security is delivered to the Paying
Agent, and all other rights of the Holder in respect thereof shall terminate
(other than the right to receive the Change in Control Purchase Price upon
delivery of such Security).

SECTION 3.11   Securities Purchased In Part

     Any Security that is to be purchased only in part shall be surrendered at
the office of the Paying Agent (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 such
Holder's attorney duly authorized in writing), and promptly after the Change in
Control Purchase Date the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of such authorized denomination or denominations
as may be requested by such Holder, in aggregate principal amount equal to, and
in exchange for, the portion of the principal amount of the Security so
surrendered that is not purchased.

                                      19
<PAGE>
 
SECTION 3.12   Compliance With Securities Laws Upon Purchase of Securities

     In connection with any offer to purchase or purchase of Securities under
Section 3.8 (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of Rule 13e-4 under the Exchange Act (which term, as used
herein, includes any successor provision thereto) at the time of such offer or
purchase), the Company shall (a) comply with Rule 13e-4 and Rule 14e-1 under the
Exchange Act, (b) file the related Schedule 13E-4 (or any successor schedule,
form or report) under the Exchange Act, and (c) otherwise comply with all
federal and state securities laws so as to permit the rights of the Holders and
obligations of the Company under Sections 3.8 through 3.11 to be exercised in
the time and in the manner specified therein.

SECTION 3.13   Repayment to the Company

     Subject to the provisions of Section 5.7, to the extent that the aggregate
amount of cash deposited by the Company pursuant to Section 3.10 exceeds the
aggregate Change in Control Purchase Price of the Securities or portions thereof
that the Company is obligated to purchase, then promptly after the second
Business Day immediately following the Change in Control Purchase Date the
Trustee or the Paying Agent, as the case may be, shall return any such excess to
the Company.

                                   ARTICLE 4.

                                   CONVERSION

SECTION 4.1    Conversion Privilege

     Subject to the further provisions of this Section 4.1, a Holder of a
Security may convert such Security into Common Stock at any time prior to
maturity, at the Conversion Price then in effect; provided, however, that, if
such Security is called for redemption pursuant to Article 3, such conversion
right shall terminate at the close of business on the redemption date for such
Security (unless the Company shall default in making the redemption payment when
due, in which case the conversion right shall terminate at the close of business
on the date such default is cured and such Security is redeemed); provided,
further, that, if the Holder of a Security presents such Security for redemption
prior to the close of business on the redemption date for such Security, the
right of conversion shall terminate upon presentation of the Security to the
Trustee (unless the Company shall default in making the redemption payment when
due, in which case the conversion right shall terminate at the close of business
on the date such default is cured and such Security is redeemed).  The number of
shares of Common Stock issuable upon

                                      20
<PAGE>
 
conversion of a Security shall be determined by dividing the principal amount of
the Security or portion thereof surrendered for conversion by the Conversion
Price in effect on the Conversion Date.  The initial Conversion Price is set
forth in paragraph 8 of the Securities and is subject to adjustment as provided
in this Article 4.

     A Holder may convert a portion of a Security equal to $1,000 or any
integral multiple thereof.  Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.

     A Security in respect of which a Holder has delivered a Change in Control
Purchase Notice pursuant to Section 3.8(c) exercising the option of such Holder
to require the Company to purchase such Security may be converted only if such
Change in Control Purchase Notice is withdrawn by a written notice of withdrawal
delivered to the Paying Agent prior to the close of business on the Change in
Control Purchase Date in accordance with Section 3.9.

     A Holder of Securities is not entitled to any rights of a holder of Common
Stock until such Holder has converted his or her Securities to Common Stock, and
only to the extent such Securities are deemed to have been converted into Common
Stock pursuant to this Article 4.

SECTION 4.2    Conversion Procedure

     To convert a Security, a Holder must (a) complete and manually sign the
conversion notice on the back of the Security and deliver such notice to the
Conversion Agent, (b) surrender the Security to the Conversion Agent, (c)
furnish appropriate endorsements and transfer documents if required by the
Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if
required.  The date on which the Holder satisfies all of those requirements is
the "Conversion Date."  As soon as practicable after the Conversion Date, the
Company shall deliver to the Holder through the Conversion Agent a certificate
for the number of whole shares of Common Stock issuable upon the conversion and
cash in lieu of any fractional shares pursuant to Section 4.3.

     The person in whose name the certificate is registered shall be deemed to
be a shareholder of record on the Conversion Date; provided, however, that no
surrender of a Security on any date when the stock transfer books of the Company
shall be closed shall be effective to constitute the person or persons entitled
to receive the shares of Common Stock upon such conversion as the record holder
or holders of such shares of Common Stock on such date, but such surrender shall
be effective to constitute the person or persons entitled to receive such shares
of Common Stock

                                      21
<PAGE>
 
as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
provided, further, that such conversion shall be at the Conversion Price in
effect on the Conversion Date as if the stock transfer books of the Company had
not been closed.  Upon conversion of a Security, such person shall no longer be
a Holder of such Security.  No payment or adjustment will be made for dividends
or distributions on shares of Common Stock issued upon conversion of a Security.

     No payment or adjustment will be made for accrued interest on a converted
Security.  If any Holder surrenders a Security for conversion after the close of
business on the record date for the payment of an installment of interest and
before the close of business on the related interest payment date, then,
notwithstanding such conversion, the interest payable on such interest payment
date shall be paid to the Holder of such Security on such record date.  In such
event, such Security, when surrendered for conversion, must be accompanied by
delivery of a check or draft payable to the Conversion Agent in an amount equal
to the interest payable on such interest payment date on the portion so
converted.  If such payment does not accompany such Security, the Security shall
not be converted.  If the Company defaults in the payment of interest payable on
the interest payment date, the Conversion Agent shall repay such funds to the
Holder.  Notwithstanding the foregoing, if any Security is called for redemption
on May 1, 2000 and such Security is surrendered for conversion during the ten
Business Days immediately preceding such redemption date, interest shall accrue
on such Security through, but not including, such redemption date, and shall be
payable on such redemption date to the person who surrenders such Security for
conversion and the Conversion Date of such Security will, notwithstanding
anything contained in this Article IV to the contrary, be deemed to be such
redemption date.

     If a Holder converts more than one Security at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the
aggregate principal amount of Securities converted.

     Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security equal in principal amount to the unconverted portion of the Security
surrendered.

SECTION 4.3    Fractional Shares

     The Company will not issue fractional shares of Common Stock upon
conversion of Securities.  In lieu thereof, the Company will pay an amount in
cash based upon the closing sale price of the

                                      22
<PAGE>
 
Common Stock on the Trading Day immediately prior to the date of conversion.

SECTION 4.4    Taxes on Conversion

     If a Holder converts a Security, the Company shall pay any documentary,
stamp or similar issue or transfer tax due on the issue of shares of Common
Stock upon such conversion.  However, the Holder shall pay any such tax which is
due because the Holder requests the shares to be issued in a name other than the
Holder's name.  The Conversion Agent may refuse to deliver the certificate
representing the Common Stock being issued in a name other than the Holder's
name until the Conversion Agent receives a sum sufficient to pay any tax which
will be due because the shares are to be issued in a name other than the
Holder's name.  Nothing herein shall preclude any tax withholding required by
law or regulation.

SECTION 4.5    Company to Provide Stock

     The Company shall, prior to issuance of any Securities hereunder, and from
time to time as it may be necessary, reserve, out of its authorized but unissued
Common Stock, a sufficient number of shares of Common Stock to permit the
conversion of all outstanding Securities into shares of Common Stock.

     All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly authorized,
validly issued, fully paid and nonassessable and shall be free from preemptive
rights and free of any lien or adverse claim.

     The Company will endeavor promptly to comply with all federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or in the over-the-
counter market or such other market on which the Common Stock is then listed or
quoted.

SECTION 4.6    Adjustment of Conversion Price

     The conversion price as stated in paragraph 8 of the Securities (the
"Conversion Price") shall be adjusted from time to time by the Company as
follows:

     (a)  In case the Company shall (i) pay a dividend in shares of Common Stock
to all holders of Common Stock, (ii) make a distribution in shares of Common
Stock to all holders of Common Stock, (iii) subdivide its outstanding Common
Stock into a greater number of shares, or (iv) combine its outstanding Common


                                      23
<PAGE>
 
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive that number
of shares of Common Stock which he or she would have owned had such Security
been converted immediately prior to the happening of such event.  An adjustment
made pursuant to this subsection (a) shall become effective immediately after
the record date in the case of a dividend in shares or distribution and shall
become effective immediately after the effective date in the case of subdivision
or combination.

     (b)  In case the Company shall issue rights or warrants to all or
substantially all holders of its Common Stock entitling them (for a period
commencing no earlier than the record date described below and expiring not more
than 60 days after such record date) to subscribe for or purchase shares of
Common Stock (or securities convertible into Common Stock) at a price per share
less than the current market price per share of Common Stock (as determined in
accordance with subsection (e) of this Section 4.6) at the record date for the
determination of shareholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date, plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate Conversion
Price of the convertible securities so offered) would purchase at such current
market price, and of which the denominator shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock offered (or into which the convertible securities so
offered are convertible).  Such adjustment shall be made successively whenever
any such rights or warrants are issued, and shall become effective immediately
after such record date.  If at the end of the period during which such rights or
warrants are exercisable not all rights or warrants shall have been exercised,
the adjusted Conversion Price shall be immediately readjusted to what it would
have been based upon the number of additional shares of Common Stock actually
issued (or the number of shares of Common Stock issuable upon conversion of
convertible securities actually issued).

     (c)  In case the Company shall distribute to all or substantially all
holders of its Common Stock any shares of capital stock of the Company (other
than Common Stock), evidences of indebtedness or other non-cash assets
(including securities of any company other than the Company), or shall
distribute to all or substantially all holders of its Common Stock rights or


                                      24
<PAGE>
 
warrants to subscribe for or purchase any of its securities (excluding those
referred to in subsection (b) of this Section 4.6), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the date of such distribution by a fraction of which the numerator shall be the
current market price per share (as defined in subsection (e) of this Section
4.6) of the Common Stock on the record date mentioned below less the fair market
value on such record date (as determined by the Board of Directors, whose
determination shall be conclusive evidence of such fair market value) of the
portion of the capital stock or assets or evidences of indebtedness so
distributed or of such rights or warrants applicable to one share of Common
Stock (determined on the basis of the number of shares of Common Stock
outstanding on the record date), and of which the denominator shall be the
current market price per share (as defined in subsection (e) of this Section
4.6) of the Common Stock on such record date.  Such adjustment shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such distribution.  Notwithstanding the
foregoing, in the event that the Company shall distribute rights or warrants
(other than those referred to in subsection (b) of this Section 4.6) ("Rights")
pro rata to holders of Common Stock, the Company may, in lieu of making any
adjustment pursuant to this Section 4.6, make proper provision so that each
holder of a Security who converts such Security (or any portion thereof) after
the record date for such distribution and prior to the expiration or redemption
of the Rights shall be entitled to receive upon such conversion, in addition to
the shares of Common Stock issuable upon such conversion (the "Conversion
Shares"), a number of Rights to be determined as follows:  (i) if such
conversion occurs on or prior to the date for the distribution to the holders of
Rights of separate certificates evidencing such Rights (the "Distribution
Date"), the same number of Rights to which a holder of a number of shares of
Common Stock equal to the number of Conversion Shares is entitled at the time of
such conversion in accordance with the terms and provisions of and applicable to
the Rights and (ii) if such conversion occurs after the Distribution Date, the
same number of Rights to which a holder of the number of shares of Common Stock
into which the principal amount of the Security so converted was convertible
immediately prior to the Distribution Date would have been entitled on the
Distribution Date in accordance with the terms and provisions of and applicable
to the Rights.

     (d)  In case the Company shall, by dividend or otherwise, at any time
distribute (a "Triggering Distribution") to all or substantially all holders of
its Common Stock cash in an aggregate amount that, together with the aggregate
amount of any other cash distributions to all or substantially all holders of


                                      25
<PAGE>
 
its Common Stock made within the 12 months preceding the date of payment of the
Triggering Distribution and in respect of which no Conversion Price adjustment
pursuant to this Section 4.6 has been made, exceeds 20% of the product of the
current market price per share of Common Stock (as determined in accordance with
subsection (e) of this Section 4.6) on the Business Day (the "Determination
Date") immediately preceding the day on which such Triggering Distribution is
declared by the Company multiplied by the number of shares of Common Stock
outstanding on such date (excluding shares held in the Treasury of the Company),
the Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying such Conversion Price in effect immediately prior to
the Determination Date by a fraction of which the numerator shall be the current
market price per share of the Common Stock (as determined in accordance with
subsection (e) of this Section 4.6) on the Determination Date less the amount of
cash so distributed within such 12 months (including, without limitation, the
Triggering Distribution) applicable to one share of Common Stock (determined on
the basis of the number of shares of Common Stock outstanding on the
Determination Date) and the denominator shall be such current market price per
share of the Common Stock (as determined in accordance with subsection (e) of
this Section 4.6) on the Determination Date, such reduction to become effective
immediately prior to the opening of business on the day following the date on
which the Triggering Distribution is paid.

     (e) For the purpose of any computation under subsections (b), (c) and (d)
of this Section 4.6, the current market price per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices for the 30
consecutive Trading Days commencing 45 Trading Days before (i) the Determination
Date with respect to distributions under subsection (d) of this Section 4.6 or
(ii) the record date with respect to distributions, issuances or other events
requiring such computation under subsection (b) or (c) of this Section 4.6.  The
closing price for each day shall be the last reported sales price or, in case no
such reported sale takes place on such date, the average of the reported closing
bid and asked prices in either case on the NASDAQ National Market System or, if
the Common Stock is not listed or admitted to trading on the NASDAQ National
Market System, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, the closing sales price of the Common Stock
as quoted by NASDAQ or, in case no reported sales takes place, the average of
the closing bid and asked prices as quoted by NASDAQ or any comparable system
or, if the Common Stock is not quoted on NASDAQ or any comparable system, the
closing sales price or, in case no reported sale takes place, the average of the
closing bid and asked prices, as furnished by any two members of the National


                                      26
<PAGE>
 
Association of Securities Dealers, Inc. selected from time to time by the
Company for that purpose.  If no such prices are available, the current market
price per share shall be the fair value of a share of Common Stock as determined
by the Board of Directors of the Company.

     (f) In any case in which this Section 4.6 shall require that an adjustment
be made following a record date or a Determination Date, as the case may be,
established for purposes of this Section 4.6, the Company may elect to defer
(but only until five Business Days following the filing by the Company with the
Trustee of the certificate described in Section 4.9) issuing to the holder of
any Security converted after such record date or Determination Date the shares
of Common Stock and other capital stock of the Company issuable upon such
conversion over and above the shares of Common Stock and other capital stock of
the Company issuable upon such conversion only on the basis of the Conversion
Price prior to adjustment; and, in lieu of the shares the issuance of which is
so deferred, the Company shall issue or cause its transfer agents to issue due
bills or other appropriate evidence prepared by the Company of the right to
receive such shares.  If any distribution in respect of which an adjustment to
the Conversion Price is required to be made as of the record date, effective
date or Determination Date therefor is not thereafter made or paid by the
Company for any reason, the Conversion Price shall be readjusted to the
Conversion Price which would then be in effect if such record date had not been
fixed or such effective date or Determination Date had not occurred.

SECTION 4.7    No Adjustment

     No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; provided, however, that any adjustments which
by reason of this Section 4.7 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations
under this Article 4 shall be made to the nearest cent or to the nearest one-
hundredth of a share, as the case may be.

     No adjustment need be made for a transaction referred to in Section 4.6 if
all Securityholders are entitled to participate in the transaction on a basis
and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction.  The Company shall give notice to the Trustee of
any such determination.

                                      27
<PAGE>
 
     No adjustment need be made for rights to purchase Common Stock or issuances
of Common Stock pursuant to a Company plan for reinvestment of dividends or
interest.

     No adjustment need be made for a change in the par value or a change to no
par value of the Common Stock.

     To the extent that the Securities become convertible into the right to
receive cash, no adjustment need be made thereafter as to the cash.  Interest
will not accrue on the cash.

SECTION 4.8    Adjustment for Tax Purposes

     The Company shall be entitled to make such reductions in the Conversion
Price, in addition to those required by Section 4.6, as it in its discretion
shall determine to be advisable in order that any stock dividends, subdivisions
of shares, distributions of rights to purchase stock or securities or
distributions of securities convertible into or exchangeable for stock hereafter
made by the Company to its shareholders shall not be taxable.

SECTION 4.9    Notice of Adjustment

     Whenever the Conversion Price is adjusted, the Company shall promptly mail
to Securityholders a notice of the adjustment and file with the Trustee an
Officers' Certificate briefly stating the facts requiring the adjustment and the
manner of computing it.  The certificate shall be conclusive evidence of the
correctness of such adjustment.

SECTION 4.10   Notice of Certain Transactions

     In the event that:

          (1) the Company takes any action which would require an adjustment in
     the Conversion Price;

          (2) the Company consolidates or merges with, or transfers all or
     substantially all of its assets to, another corporation and shareholders of
     the Company must approve the transaction; or

          (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Securityholders and file with the Trustee a notice
stating the proposed record or effective date, as the case may be.  The Company
shall mail the notice at least ten days before such date.  Failure to mail such
notice or any defect therein shall not affect the validity of any transaction
referred to in clause (1), (2) or (3) of this Section 4.10.

                                      28
<PAGE>
 
SECTION 4.11  Effect of Reclassification, Consolidation, Merger or Sale on
              Conversion Privilege

     If any of the following shall occur, namely:  (a) any reclassification or
change of shares of Common Stock issuable upon conversion of the Securities
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination, or any
other change for which an adjustment is provided in Section 4.6); (b) any
consolidation or merger to which the Company is a party other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in name, or in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock;
or (c) any sale or conveyance of all or substantially all of the assets of the
Company as an entirety, then the Company, or such successor or purchasing
corporation, as the case may be, shall, as a condition precedent to such
reclassification, change, consolidation, merger, sale or conveyance, execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then outstanding shall have the right to convert such Security
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Security immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance.  Such
supplemental indenture shall provide for adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Price provided for in this Article 4.  If, in the case of any
such consolidation, merger, sale or conveyance, the stock or other securities
and property(including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a corporation other
than the successor or purchasing corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors shall reasonably consider necessary by reason of the
foregoing.  The provisions of this Section 4.11 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 4.11, the Company shall promptly file with the Trustee (x) an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash)

                                      29
<PAGE>
 
receivable by Holders of the Securities upon the conversion of their Securities
after any such reclassification, change, consolidation, merger, sale or
conveyance, any adjustment to be made with respect thereto and that all
conditions precedent have been complied with and (y) an Opinion of Counsel that
all conditions precedent have been complied with.

SECTION 4.12   Trustee's Disclaimer

     The Trustee has no duty to determine if the conditions precedent to the
Company's redemption rights under Section 3 have been satisfied and to determine
when an adjustment under this Article 4 should be made, how it should be made or
what such adjustment should be, but may accept as conclusive evidence of that
fact or the correctness of any such adjustment, and shall be protected in
relying upon, an Officers' Certificate including the Officers' Certificate with
respect thereto which the Company is obligated to file with the Trustee pursuant
to Section 4.9.  The Trustee makes no representation as to the validity or value
of any securities or assets issued upon conversion of Securities, and the
Trustee shall not be responsible for the Company's failure to comply with any
provisions of this Article 4.

     The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 4.11, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 4.11.

SECTION 4.13   Voluntary Reduction

     The Company from time to time may reduce the Conversion Price by any amount
for any period of time if the period is at least 20 days or such longer period
as may be required by law and if the reduction is irrevocable during the period;
provided, however, that in no event may the Conversion Price be less than the
par value of a share of Common Stock.

                                   ARTICLE 5.

                                 SUBORDINATION

SECTION 5.1    Securities Subordinated to Senior Indebtedness

     The Company covenants and agrees, and each holder of Securities issued
hereunder by his or her acceptance thereof likewise covenants and agrees, that
all Securities shall be issued subject to the provisions of this Article 5; and
each person holding any Security, whether upon original issue or upon

                                      30
<PAGE>
 
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

     The payment of the principal of and interest on all Securities issued
hereunder (including, without limitation, in connection with any redemption of
Securities) shall, to the extent and in the manner hereinafter set forth, be
subordinated and subject in right of payment to the prior payment in full of all
Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter created, assumed or guaranteed.

SECTION 5.2    Securities Subordinated to Prior Payment of All Senior
               Indebtedness on Dissolution, Liquidation, Reorganization, Etc.,
               of the Company

     Upon the payment or distribution of the assets of the Company of any kind
or character, whether in cash, property or securities (including any collateral
at any time securing the Securities), to creditors upon any dissolution,
winding-up, total or partial liquidation or reorganization of the Company
(whether voluntary or involuntary, or in bankruptcy, insolvency, reorganization,
liquidation, receivership proceedings, or upon an assignment for the benefit of
creditors, or any other marshalling of the assets and liabilities of the
Company, or otherwise), then in such event:

     (a) all Senior Indebtedness (including principal thereof, interest thereon
and fees and expenses relating thereto) and the reasonable fees and expenses of
the Trustee shall first be paid in full, in cash, or have provision made for
such payment, before any payment is made on account of the principal of or
interest on the indebtedness evidenced by the Securities or any deposit is made
pursuant to Section 6.3;

     (b) any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of the
Company as reorganized or readjusted, or securities of the Company or any other
company, trust or corporation provided for by a plan of reorganization or
readjustment, junior, or the payment of which is otherwise subordinate, at least
to the extent provided in this Article 5, with respect to the Securities, to the
payment of all Senior Indebtedness at that time outstanding and to the payment
of all securities issued in exchange therefor to the holders of the Senior
Indebtedness at the time outstanding), to which the Holders or the Trustee on
behalf of the Holders would be entitled except for the provisions of this
Article 5, including any such payment or distribution which may be payable or
deliverable by reason of the payment of another debt of the Company being
subordinated to the payment of the Securities, shall be paid or delivered by any
debtor, Custodian or other person making such

                                      31
<PAGE>
 
payment or distribution, directly to the holders of the Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of, interest on and fees and
expenses relating to the Senior Indebtedness held or represented by each, for
application to payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full after giving effect to
any concurrent payment or distribution, or provision therefor, to the holders of
such Senior Indebtedness; and

     (c)  in the event that, notwithstanding the foregoing provisions of this
Section 5.2, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than securities of the
Company as reorganized or readjusted, or securities of the Company or any other
Company, trust or corporation provided for by a plan of reorganization or
readjustment, junior, or the payment of which is otherwise subordinate, at least
to the extent provided for in this Article 5, with respect to the Securities, to
the payment of all Senior Indebtedness at the time outstanding and to the
payment of all securities issued in exchange thereof to the holders of Senior
Indebtedness at the time outstanding), shall be received by the Trustee or the
Holders before all Senior Indebtedness is paid in full, or provision made for
its payment, such payment or distribution (subject to the provisions of Sections
5.6 and 5.7) shall be held in trust for the benefit of, and shall be immediately
paid or delivered by the Trustee or such Holders, as the case may be, to, the
holders of Senior Indebtedness remaining unpaid or unprovided for, or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of, interest on and fees and
expenses relating to the Senior Indebtedness held or represented by each, for
application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full after giving effect to
any concurrent payment or distribution, or provision therefor, to the holders of
such Senior Indebtedness.

     The Company shall give prompt written notice to the Trustee of any
dissolution, winding-up, liquidation or reorganization of the Company.

     Upon any distribution of assets of the Company referred to in this Article
5, the Trustee, subject to the provisions of Sections 9.1 and 9.2, and the
Holders shall be entitled to rely

                                      32
<PAGE>
 
conclusively upon any order or decree by any court of competent jurisdiction in
which such dissolution, winding-up, liquidation or reorganization proceeding is
pending, or a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee or to the Holders, for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article 5.

SECTION 5.3    Securityholders to Be Subrogated to Right of Holders of Senior
               Indebtedness

     Subject to the prior payment in full of all Senior Indebtedness then due,
the Holders shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until the principal of and interest on the
Securities shall be paid in full, and, for purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of assets,
whether in cash, property or securities, distributable to the holders of Senior
Indebtedness under the provisions hereof to which the Holders would be entitled
except for the provisions of this Article 5, and no payment pursuant to the
provisions of this Article 5 to the holders of Senior Indebtedness by the
Holders shall, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the provisions
of this Article 5 are, and are intended, solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior
Indebtedness, on the other hand.

SECTION 5.4    Obligations of the Company Unconditional

     Nothing contained in this Article 5 or elsewhere in this Indenture or in
any Security is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders the
principal of and interest on the Securities, as and when the same shall become
due and payable in accordance with the terms of the Securities, or to affect the
relative rights of the Holders and other creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon the happening of an Event of Default under this Indenture,
subject to the provisions of Article 8, and the rights, if any, under this
Article 5 of the

                                      33
<PAGE>
 
holders of Senior Indebtedness in respect of assets, whether in cash, property
or securities of the Company received upon the exercise of any such remedy.

SECTION 5.5    Company Not to Make Payment With Respect to Securities in Certain
               Circumstances

     (a)  Upon the happening of a default in payment (whether at maturity or at
a date fixed for prepayment or by acceleration or otherwise) of the principal of
or interest on any Senior Indebtedness, as such default is defined under or in
respect of such Senior Indebtedness or in any agreement pursuant to which such
Senior Indebtedness has been incurred, then, unless and until the amount of such
Senior Indebtedness then due shall have been paid in full or provision made
therefor in a manner satisfactory to the holders of such Senior Indebtedness, or
such default shall have been cured or waived or shall have ceased to exist, the
Company shall not pay principal of or interest on the Securities or make any
deposit pursuant to Section 6.3 or 10.1 and shall not repurchase, redeem or
otherwise retire any Securities (collectively, "pay the Securities").

     (b)  Upon the happening of an event of default with respect to any Senior
Indebtedness (other than under circumstances when the terms of subsection (a) of
this Section 5.5 are applicable), as such event of default is defined under or
in respect of such Senior Indebtedness or in any agreement pursuant to which
such Senior Indebtedness has been incurred, permitting the holders thereof to
immediately accelerate the maturity thereof, and upon written notice thereof
given to the Company and the Trustee by any holders of such Senior Indebtedness
or their representative or representatives or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued (a "Default Notice"), then, unless and until such
event of default shall have been cured or waived in writing by the holders of
such Senior Indebtedness or shall have ceased to exist, no direct or indirect
payment shall be made with respect to the principal of or interest on the
Securities or to acquire any of the Securities or on account of the redemption
or mandatory repurchase provisions of the Securities; provided, however, that
this subsection (b) shall not prevent the making of any such payment (which is
not otherwise prohibited by subsection (a) of this Section 5.5) for more than 89
days after the Default Notice shall have been given unless the Senior
Indebtedness in respect of which such event of default exists has been declared
due and payable in its entirety, in which case no such payment may be made until
such acceleration has been waived, rescinded or annulled, or such Senior
Indebtedness shall have been paid in full, or payment thereof shall be duly
provided for in cash or in any other manner satisfactory to the holders of such
Senior Indebtedness.

                                      34
<PAGE>
 
Notwithstanding the foregoing, not more than one Default Notice shall be given
with respect to the same issue of Senior Indebtedness within a period of 360
consecutive days, and no event of default which existed or was continuing on the
date of any Default Notice and was known to the holders of such issue of Senior
Indebtedness shall be made the basis for the giving of a subsequent Default
Notice by the holders of such issue of Senior Indebtedness.

     (c)  In the event that, notwithstanding the foregoing provisions of this
Section 5.5, any payment on account of the principal of or interest on the
Securities shall be made by or on behalf of the Company and received by the
Trustee, any Holder or any Paying Agent (or, if the Company is acting as its own
Paying Agent, money for any such payment shall be segregated and held in trust),
after the happening of a default under any Senior Indebtedness of the type
specified in subsections (a) and (b) of this Section 5.5, then, unless and until
the amount of such Senior Indebtedness then due shall have been paid in full, or
provision made therefor or such default shall have been cured or waived, such
payment (subject, in each case, to the provisions of Sections 5.6 and 5.7 and
the proviso contained in subsection (b) of this Section 5.5) shall be held in
trust for the benefit of, and shall be immediately paid over to, the holders of
Senior Indebtedness or their representative or representatives or the trustee or
trustees under any indenture under which any instruments evidencing any of the
Senior Indebtedness may have been issued ratably according to the aggregate
amounts remaining unpaid on account of the principal of and interest on, and
fees and other charges in respect of, the Senior Indebtedness held or
represented by each, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of Senior Indebtedness.

SECTION 5.6    Notice to Trustee

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities.  Notwithstanding the provisions of this
Article 5 or any other provision of this Indenture, the Trustee shall not at any
time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company or from the
holder or holders of Senior Indebtedness or from their representative or
representatives or from the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness have been
issued; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Sections 9.1 and 9.2, shall be entitled to assume
conclusively that such facts do not exist.

                                      35
<PAGE>
 
     The Trustee shall be entitled to rely conclusively on the delivery to it of
a written notice by a person representing himself or herself to be a holder of
Senior Indebtedness (or a representative of such holder or the trustee under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness have been issued) to establish that such notice has been given by a
holder of Senior Indebtedness or a representative of any such holder.  In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 5, 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
each person under this Article 5, 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 5.7    Application by Trustee of Monies Deposited With It

     Money or U.S. Government Obligations deposited in trust with the Trustee
pursuant to Sections 6.3 and 10.1 and not in violation of this Article 5 shall
be for the sole benefit of Securityholders and shall thereafter not be subject
to the subordination provisions of this Article 5.  Otherwise, any deposit of
monies by the Company with the Trustee or any Paying Agent (whether or not in
trust) for the payment of the principal of or interest on any Securities shall
be subject to the provisions of Sections 5.1, 5.2, 5.3 and 5.5; except that, if
two Business Days prior to the date on which by the terms of this Indenture any
such monies may become payable for any purpose (including, without limitation,
the payment of either the principal of or interest on any Security) the Trustee
shall not have received with respect to such monies the notice provided for in
Section 5.6, then the Trustee or any Paying Agent shall have full power and
authority to receive such monies and to apply such monies to the purpose for
which they were received, and shall not be affected by any notice to the
contrary which may be received by it on or after such date.  This Section 5.7
shall be construed solely for the benefit of the Trustee and the Paying Agent
and shall not otherwise affect the rights that holders of Senior Indebtedness
may have to recover any such payments from the Holders in accordance with the
provisions of this Article 5.

SECTION 5.8    Subordination Rights Not Impaired by Acts or Omissions of Company
               or Holders of Senior Indebtedness

                                      36
<PAGE>
 
     No right of any present or future holders of any Senior Indebtedness to
enforce subordination, as herein provided, shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or 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 which any such holder may have or
be otherwise charged with. The holders of any Senior Indebtedness may extend,
renew, modify or amend the terms of such Senior Indebtedness or any security
therefor and release, sell or exchange such security and otherwise deal freely
with the Company, all without affecting the liabilities and obligations of the
parties to this Indenture or the Holders. No provision in any supplemental
indenture which affects the superior position of the holders of the Senior
Indebtedness shall be effective against the holders of the Senior Indebtedness
unless the holders of such Senior Indebtedness (required pursuant to the terms
of such Senior Indebtedness to give such consent) have consented thereto.

SECTION 5.9   Trustee to Effectuate Subordination

     Each holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to effectuate the subordination provided in this Article 5 and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

SECTION 5.10  Right of Trustee to Hold Senior Indebtedness

     The Trustee, in its individual capacity, shall be entitled to all of the
rights set forth in this Article 5 in respect of any Senior Indebtedness at any
time held by it to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture shall be construed to deprive the Trustee of any
of its rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.7.

SECTION 5.11  Article 5 Not to Prevent Events of Default

     The failure to make a payment on account of the principal of or interest on
the Securities by reason of any provision in this Article 5 shall not be
construed as preventing the occurrence of an Event of Default under Section 8.1.

SECTION 5.12  No Fiduciary Duty Created to Holders of Senior Indebtedness

                                      37


<PAGE>
 
     Notwithstanding any other provision in this Article 5, the Trustee shall
not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness by
virtue of the provisions of this Article 5.

SECTION 5.13  Article Applicable to Paying Agents

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 5 shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article 5 in addition to or in place of the Trustee; provided, however,
that Sections 5.6, 5.10 and 5.12 shall not apply to the Company if it acts as
Paying Agent.

                                   ARTICLE 6.

                                   COVENANTS

SECTION 6.1  Payment of Securities

     The Company shall promptly make all payments in respect of the Securities
on the dates and in the manner provided in the Securities and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Paying Agent (other than the Company) holds on that date money,
deposited by the Company or an Affiliate thereof, sufficient to pay the
installment.  The Company shall pay interest on overdue principal at the rate
borne by the Securities per annum; it shall pay interest on overdue installments
of interest at the same rate to the extent lawful.

SECTION 6.2  SEC Reports

     The Company shall file all reports and other information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act, and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports, information and other documents with the
Trustee.  The Company will cause any quarterly and annual reports which it mails
to its shareholders to be mailed to the Holders of the Securities.

     In the event the Company is at any time no longer subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will
prepare, for the first three quarters of each fiscal year, quarterly financial
statements substantially equivalent to the financial statements required to be
included in

                                      38
<PAGE>
 
a report on Form 10-Q under the Exchange Act.  The Company will also prepare, on
an annual basis, complete audited consolidated financial statements, including,
but not limited to, a balance sheet, a statement of operations, a statement of
cash flows and all appropriate notes.  All such financial statements will be
prepared in accordance with generally accepted accounting principles.  The
Company will cause a copy of such financial statements to be filed with the
Trustee and mailed to the Holders of the Securities within 50 days after the end
of each of the first three quarters of each fiscal year and within 95 days after
the close of each fiscal year.  The Company will also comply with the other
provisions of TIA (S) 314(a).

SECTION 6.3  Liquidation

     Subject to the provisions of Article 5, so far as they may be applicable
hereto, the Board of Directors or the shareholders of the Company may not adopt
a plan of liquidation, which plan provides for, contemplates or the effectuation
of which is preceded by (a) the sale, lease, conveyance or other disposition of
all or substantially all of the assets of the Company otherwise than
substantially as an entirety (any such sale, lease, conveyance or other
disposition substantially as an entirety being governed by Article 7) and (b)
the distribution of all or substantially all of the proceeds of such sale,
lease, conveyance or other disposition and of the remaining assets of the
Company to the holders of the capital stock of the Company, unless the Company
shall in connection with the adoption of such plan make provision for, or agree
that prior to making any liquidating distributions it will make provision for,
the satisfaction of the Company's obligations hereunder and under the Securities
as to the payment of the principal and interest thereof.  The Company shall be
deemed to make provision for such payments only if (1) the Company irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations maturing
as to principal and interest in such amounts and at such times as are
sufficient, without consideration of any reinvestment of such interest, to pay
the principal of and interest on the Securities then outstanding to maturity and
to pay all other sums payable by it hereunder or (2) there is an express
assumption of the due and punctual payment of the Company's obligations
hereunder and under the Securities and the performance and observance of all
cove nants and conditions to be performed by the Company hereunder, by the
execution and delivery of a supplemental indenture in form satisfactory to the
Trustee by a person who acquires, or will acquire (otherwise than pursuant to a
lease), a portion of the assets of the Company, and which person will have
assets (immediately after the acquisition) and aggregate earnings (for such
person's four full fiscal quarters immediately preceding the acquisition) equal
to not less than the assets of the Company (immediately preceding such
acquisition) and the aggregate

                                      39
<PAGE>
 
earnings of the Company (for its four full fiscal quarters immediately preceding
the acquisition), respectively, and which is a corporation organized under the
laws of the United States, any State thereof or the District of Columbia;
provided, however, that the Company shall not make any liquidating distribution
until after the Company (x) has certified to the Trustee with an Officers'
Certificate at least five days prior to the making of any liquidating
distribution that it has complied with the provisions of this Section 6.3 and
(y) delivered to the Trustee an Opinion of Counsel that all conditions precedent
to such liquidation have been complied with.

SECTION 6.4    Compliance Certificates

     The Company shall deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company, an Officers' Certificate as to the signer's
knowledge of the Company's compliance with all conditions and covenants on its
part contained in this Indenture and stating whether or not the signer knows of
any default or Event of Default.  If such signer knows of such a default or
Event of Default, the Officers' Certificate shall describe the default or Event
of Default and the efforts to remedy the same.  For the purposes of this Section
6.4, compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.  The
Officers' Certificate need not comply with Section 12.4 hereof.

SECTION 6.5    Notice of Defaults

     In the event (a) that indebtedness of the Company in an aggregate amount in
excess of $10,000,000 is declared due and payable before its maturity because of
the occurrence of any default under such indebtedness, or (b) of the occurrence
of any event which entitles the holder or holders of such indebtedness to
declare such indebtedness due and payable before its maturity and with respect
to which any applicable grace period has lapsed or expired, the Company will
promptly give written notice to the Trustee of such declaration or event.

SECTION 6.6    Further Instruments and Acts

     Upon request of the Trustee, the Company will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purposes of this Indenture.

                                      40
<PAGE>
 
                                 ARTICLE 7.

                             SUCCESSOR CORPORATION

SECTION 7.1  When Company May Merge, Etc.

          The Company shall not consolidate with or merge with or into, or
transfer all or substantially all of its assets to, any person unless:

          (a)  either the Company shall be the resulting or surviving entity or
such person is a corporation organized and existing under the laws of the United
States, a State thereof or the District of Columbia, and such person expressly
assumes by supplemental indenture executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture (in which case all such obligations of the Company
shall terminate); and

          (b)  immediately before and immediately after giving effect to such
transaction and treating any indebtedness which becomes an obligation of the
Company as a result of such transaction as having been incurred by the Company
at the time of such transaction, no default or Event of Default shall have
occurred and be continuing.

          The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate and an Opinion of Counsel, each of which
shall comply with Section 12.4 and shall state that such consolidation, merger
or transfer and such supplemental indenture comply with this Article 7 and that
all conditions precedent herein provided for relating to such transaction have
been complied with; provided, however, that such Opinion of Counsel shall not
address Events of Default, except where such counsel has actual knowledge of any
such Event of Default.

SECTION 7.2  Successor Corporation Substituted

          Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 7.1,
the successor corporation formed by such consolidation or into which the Company
is merged or to which such transfer is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor corporation had been named as the
Company herein.

                                      41
<PAGE>
 
                                  ARTICLE 8.

                             DEFAULT AND REMEDIES

SECTION 8.1  Events of Default

     An "Event of Default" shall occur if:

          (1)  the Company defaults in the payment of interest on any Security
     when the same becomes due and payable and the default continues for a
     period of 30 days;

          (2)  the Company defaults in the payment of the principal of any
     Security when the same becomes due and payable at maturity, upon redemption
     or otherwise;

          (3)  the Company fails to comply with any of its other agreements
     contained in the Securities or this Indenture and the default continues for
     the period and after the notice specified below;

          (4)  a default shall occur under any bond, debenture, note or other
     evidence of indebtedness for money borrowed by the Company having an
     aggregate outstanding principal amount of in excess of $10,000,000, 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 been due
     and payable, without such indebtedness having been discharged, such
     acceleration having been rescinded or annulled or there having been
     deposited in trust a sum of money sufficient to discharge in full such
     indebtedness, in each case within a period of 10 days following the
     occurrence of such acceleration;

          (5)  the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A)  commences a voluntary case or proceeding;

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

               (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

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

                                      42
<PAGE>
 
               (A) is for relief against the Company in an involuntary case or
          proceeding;

               (B) appoints a Custodian of the Company or for all or
          substantially all of its property; or

               (C) orders the liquidation of the Company;

     and in each case the order or decree remains unstayed and in effect for 60
     days.

     The term "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal or state law for the relief of debtors.  The term "Custodian"
means any receiver, trustee, assignee, liquidator, sequestrator or similar
official under any Bankruptcy Law.

     A default under clause (3) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in principal amount
of the Securities then outstanding notify the Company and the Trustee, of the
default, and the Company does not cure the default within 30 days after receipt
of such notice.  The notice given pursuant to this Section 8.1 must specify the
default, demand that it be remedied and state that the notice is a "Notice of
Default."  When a default is cured, it ceases.

     Subject to the provisions of Sections 9.1 and 9.2, the Trustee shall not be
charged with knowledge of any Event of Default unless written notice thereof
shall have been given to a Trust Officer at the corporate trust office of the
Trustee by the Company, the Paying Agent, any Holder or any agent of any Holder.

SECTION 8.2    Acceleration

     If an Event of Default (other than an Event of Default specified in clause
(5) or (6) of Section 8.1) occurs and is continuing, the Trustee may, by notice
to the Company, or the Holders of at least 25% in principal amount of the
Securities then outstanding may, by notice to the Company and the Trustee, and
the Trustee shall, upon the request of such Holders, declare all unpaid
principal of and accrued interest to the date of acceleration on the Securities
then outstanding (if not then due and payable) to be due and payable upon any
such declaration, and the same shall become and be immediately due and payable.
If an Event of Default specified in clause (5) or (6) of Section 8.1 occurs, all
unpaid principal of and accrued interest on the Securities then outstanding
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholder.  The
Holders of a majority in principal amount of the Securities then outstanding

                                      43
<PAGE>
 
by notice to the Trustee may rescind an acceleration and its consequences if (a)
all existing Events of Default, other than the nonpayment of the principal of
and accrued interest on the Securities which has become due solely by such
declaration of acceleration, have been cured or waived; (b) to the extent the
payment of such interest is lawful, interest on overdue installments of interest
and overdue principal, which has become due otherwise than by such declaration
of acceleration, has been paid; (c) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction; and (d) all payments
due to the Trustee and any predecessor Trustee under Section 9.7 have been made.
Anything herein contained to the contrary notwithstanding, in the event of any
acceleration pursuant to this Section 8.2, the Company shall not be obligated to
pay any premium which it would have had to pay if it had then elected to redeem
the Securities pursuant to paragraph 5 of the Securities, except in the case of
any Event of Default occurring by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium which it would have had to pay if it had then
elected to redeem the Securities pursuant to paragraph 5 of the Securities, in
which case an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law.

SECTION 8.3    Other Remedies

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of the
principal of or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are cumulative to the
extent permitted by law.

SECTION 8.4    Waiver of Defaults and Events of Default

     Subject to Sections 8.7 and 11.2, the Holders of a majority in principal
amount of the Securities then outstanding by notice to the Trustee may waive an
existing default or Event of Default and its consequence, except a default in
the payment of the principal of or interest on any Security as specified in
clauses (1) and (2) of Section 8.1.  When a default or Event of Default is
waived, it is cured and ceases.

                                      44
<PAGE>
 
 SECTION 8.5   Control by Majority

     The Holders of a majority in principal amount of the Securities then
outstanding may 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 it.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of another Securityholder or the Trustee, or that may
involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

SECTION 8.6    Limitations on Suits

     A Securityholder may not pursue any remedy with respect to this Indenture
or the Securities (except actions for payment of overdue principal or interest
or for the conversion of the Securities pursuant to Article 4) unless:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default;

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities make a written request to the Trustee to pursue the
     remedy;

          (3) such Holder or Holders offer to the Trustee indemnity satisfactory
     to the Trustee against any loss, liability or expense;

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; 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 Securities then outstanding.

     A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over such other
Securityholder.

SECTION 8.7    Rights of Holders to Receive Payment

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of the principal of and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit

                                      45
<PAGE>
 
for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 8.8    Collection Suit by Trustee

     If an Event of Default in the payment of principal or interest specified in
clause (1) or (2) of Section 8.1 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or another obligor on the Securities for the whole amount of principal
and accrued interest remaining unpaid, together with interest on overdue
principal and, to the extent that payment of such interest is lawful, interest
on overdue installments of interest, in each case at the rate per annum borne by
the Securities and 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.

SECTION 8.9    Trustee May File Proofs of Claim

     The Trustee may file such proofs of claim and 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 the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor on the Securities), its creditors or its property and shall be entitled
and empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceeding is hereby authorized by each Securityholder 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 Securityholders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 9.7, and to the extent that such payment
of the reasonable compensation, expenses, disbursements and advances in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
monies, securities and other property which the Securityholders  may be entitled
to receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.  Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to, or, on behalf of any
Securityholder, to authorize, accept or adopt any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to

                                      46
<PAGE>
 
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

SECTION 8.10   Priorities

     If the Trustee collects any money pursuant to this Article 8, it shall pay
out the money in the following order:

     First, to the Trustee for amounts due under Section 9.7;

     Second, to the holders of Senior Indebtedness to the extent required by
Article 5;

     Third, to Securityholders for amounts due and unpaid on the Securities for
principal and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and
interest, respectively; and

     Fourth, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 8.10.

SECTION 8.11   Undertaking for Costs

     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, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This Section 8.11
does not apply to a suit made by the Trustee, a suit by a Holder pursuant to
Section 8.7, or a suit by Holders of more than 10% in principal amount of the
Securities then outstanding.

SECTION 8.12   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

                                      47
<PAGE>
 
to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE 9.

                                    TRUSTEE

SECTION 9.1    Duties of Trustee

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

     (b)  Except during the continuance of an Event of Default:

          (1)  the Trustee need perform only those duties as are specifically
     set forth in this Indenture and no others; and

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

     (c)  The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (1)  this paragraph does not limit the effect of subsection (b) of
     this Section 9.1;

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

          (3)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 8.5.

     (d)  The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability, expense or fee.


                                      48
<PAGE>
 
     (e)  Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections (a), (b), (c) and (d) of this Section 9.1.

     (f)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company.  Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 9.2    Rights of Trustee

     Subject to Section 9.1:

     (a)  The Trustee may rely conclusively on any document believed by it to be
genuine and to have been signed or presented by the proper person.  The Trustee
need not investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, which shall conform to Section
12.4(b).  The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Certificate or Opinion.

     (c)  The Trustee may act through its agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

     (d)  The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.
 
     (e)  The Trustee may consult with counsel, and the advice or opinion of
such counsel as to matters of law shall be full and complete authorization and
protection in respect of any such action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

SECTION 9.3    Individual Rights of Trustee

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an affiliate of
the Company with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.  However, the Trustee is subject to
Sections 9.10 and 9.11.


                                      49
<PAGE>
 
SECTION 9.4    Trustee's Disclaimer

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

SECTION 9.5    Notice of Default or Events of Default

     If a default or an Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to each Securityholder notice of
the default or Event of Default within 90 days after it occurs.  Except in the
case of a default or an Event of Default in payment of the principal of or
interest on any Security, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding
notice is in the interest of Securityholders.

SECTION 9.6    Reports by Trustee to Holders

     If such report is required by TIA (S) 313, within 60 days after each April
15, beginning with the April 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such April
15 that complies with TIA (S) 313(a).  The Trustee also shall comply with TIA
(S) 313(b)(2) and (c).

     A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the SEC and each stock exchange, if any,
on which the Securities are listed.  The Company shall notify the Trustee
whenever the Securities become listed on any stock exchange and any changes in
the stock exchanges on which the Securities are listed.

SECTION 9.7    Compensation and Indemnity

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust).  The Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it.  Such expenses may
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee for, and hold it harmless against,
any loss, liability or expense (including reasonable legal fees and expenses)
incurred by it in connection with its duties under this Indenture or any action
or failure to act as authorized or within the discretion or rights or powers


                                      50
<PAGE>
 
conferred upon the Trustee hereunder.  The Trustee shall notify the Company
promptly of any claim asserted against the Trustee for which it may seek
indemnity.  The Trustee shall have the option of undertaking the defense of such
claims; provided, however, that if the Trustee opts not to defend itself, the
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel.  The Company need not pay for any settlement
without its written consent, which shall not be unreasonably withheld.

     The Company need not reimburse the Trustee for any expense or indemnify it
against any loss or liability incurred by it resulting from its negligence or
bad faith.

     To secure the Company's payment obligations in this Section 9.7, the
Trustee shall have a senior claim to which the Securities are hereby made
subordinate on all money or property held or collected by the Trustee, except
such money or property held in trust to pay the principal of and interest on
particular Securities.  The obligations of the Company under this Section 9.7 to
compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the Holders of particular
Securities.  The obligations of the Company under this Section 9.7 shall survive
the satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (5) or (6) of Section 8.1 occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 9.8    Replacement of Trustee

     The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the Securities then outstanding may remove the
Trustee by so notifying the Trustee and may, with the Company's written consent,
appoint a successor Trustee.  The Company may remove the Trustee if:

          (1)  the Trustee fails to comply with Section 9.10;

          (2)  the Trustee is adjudged a bankrupt or an insolvent;

          (3)  a receiver or other public officer takes charge of the Trustee or
     its property; or


                                      51
<PAGE>
 
          (4) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee.

     If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee fails to comply with Section 9.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Immediately after that, the
retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee and be released from its obligations (exclusive of any
liabilities that the retiring Trustee may have incurred while acting as Trustee)
hereunder, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture.  A successor Trustee shall mail
notice of its succession to each Securityholder.

     A retiring Trustee shall not be liable for the acts or omissions of any
successor Trustee after its succession.

     Notwithstanding replacement of the Trustee pursuant to this Section 9.8,
the Company's obligations under Section 9.7 shall continue for the benefit of
the retiring Trustee.

SECTION 9.9    Successor Trustee by Merger, Etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust assets to, another corporation, the
resulting, surviving or transferee corporation, without any further act, shall
be the successor Trustee, provided such transferee corporation shall qualify and
be eligible under Section 9.10.

SECTION 9.10   Eligibility; Disqualification

     The Trustee shall always satisfy the requirements of paragraphs (1), (2)
and (5) of TIA (S) 310(a).  If at any time the Trustee shall cease to satisfy
any such requirements, it shall

                                      52
<PAGE>
 
resign immediately in the manner and with the effect specified in this Article
9.  The Trustee shall be subject to the provisions of TIA (S) 310(b).  Nothing
herein shall prevent the Trustee from filing with the SEC the application
referred to in the penultimate paragraph of TIA (S) 310(b).

SECTION 9.11   Preferential Collection of Claims Against Company

     The Trustee shall comply with TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                  ARTICLE 10.

                    SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 10.1   Termination of Company's Obligations

     Subject to applicable rules of any stock exchange or system on which the
Securities are listed or quoted, the Company may terminate all of its
obligations under the Securities and this Indenture (excepting those obligations
referred to in the immediately succeeding paragraph) if all Securities
previously authenticated and delivered (other than destroyed, lost or stolen
Securities which have been replaced or paid or Securities for whose payment
money has theretofore been held in trust and thereafter repaid to the Company,
as provided in Section 10.3) have been delivered to the Trustee or the Paying
Agent for cancellation and the Company has paid all sums payable by it
hereunder, or if the Company irrevocably deposits in trust with the Trustee or
the Paying Agent, pursuant to a written trust agreement satisfactory to the
Trustee, money or U.S. Government Obligations maturing as to principal and
interest in such amounts and at such times as are sufficient, without
consideration of any reinvestment of such interest, to pay the principal of and
interest on the Securities then outstanding to maturity or to the date fixed for
redemption and to pay all other sums payable by it hereunder.  The Company may
make an irrevocable deposit pursuant to this Section 10.1 only if at such time
it is not prohibited from doing so under the provisions of Article 5 and the
Company shall have delivered to the Trustee and any such Paying Agent an
Officers' Certificate and an Opinion of Counsel to that effect and that all
other conditions to such deposit have been complied with.

     The Company's obligations in paragraph 13 of the Securities and in Sections
2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 6.1, 9.7, 9.8, 10.4 and Article 4 shall survive
until the Securities are no longer outstanding.  Thereafter, the Company's
obligations in such paragraph 13 and in Section 9.7 shall survive.

                                      53
<PAGE>
 
     After such irrevocable deposit, the Trustee upon request shall acknowledge
in writing the discharge of the Company's obligations under the Securities and
this Indenture, except for those surviving obligations specified above.

     "U.S. Government Obligations" means direct noncallable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States is pledged.

SECTION 10.2   Application of Trust Money

     The Trustee or the Paying Agent shall hold in trust, for the benefit of the
Holders, money or U.S. Government Obligations deposited with it pursuant to
Section 10.1, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with this Indenture to the payment of the
principal of and interest on the Securities.  Money and U.S. Government
Obligations so held in trust shall not be subject to the subordination
provisions of Article 5.

SECTION 10.3   Repayment to Company

     Subject to Section 10.1, the Trustee and the Paying Agent shall promptly
pay to the Company upon request any excess money or U.S. Government Obligations
held by them at any time.

     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after a right to such money has matured; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such payment, may at the expense of the Company cause to be published once
in a newspaper of general circulation in The City of New York or mail to each
Holder entitled to such money notice that such money remains unclaimed and that
after a date specified therein, which shall be at least 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.  After payment to the Company, Securityholders
entitled to money must look to the Company for payment as general creditors
unless otherwise prohibited by law.

SECTION 10.4   Reinstatement

     If the Trustee or the Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 10.1 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the

                                      54
<PAGE>
 
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 10.1 until
such time as the Trustee or the Paying Agent is permitted to apply all such
money or U.S. Government Obligation in accordance with Section 10.1; provided,
however, that if the Company has made any payment of the principal of or
interest on any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive any such payment from the money or U.S. Government Obligations held by
the Trustee or the Paying Agent.

                                  ARTICLE 11.

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 11.1   Without Consent of Holders

     The Company and the Trustee may amend or supplement this Indenture or the
Securities without notice to or consent of any Securityholder:

     (a) to comply with Sections 4.11, 6.3 and 7.1;

     (b)  to provide for uncertificated Securities in addition to or in place of
          certificated Securities;

     (c)  to cure any ambiguity, defect or inconsistency, or to make any other
          change that does not adversely affect the rights of any
          Securityholder;

     (d)  to comply with the provisions of the TIA; or

     (e)  to appoint a successor Trustee.

SECTION 11.2   With Consent of Holders

     The Company and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Securityholder with the written consent of the
Holders of a majority in principal amount of the Securities then outstanding.
The Holders of a majority in principal amount of the Securities then outstanding
may waive compliance in a particular instance by the Company with any provision
of this Indenture or the Securities without notice to any Securityholder.
Subject to Section 11.4, without the written consent of each Securityholder
affected, however, an amendment, supplement or waiver, including a waiver
pursuant to Section 8.4, may not:

          (1) reduce the principal amount of Securities whose Holders must
     consent to an amendment, supplement or waiver;

                                      55
<PAGE>
 
          (2) reduce the rate of or change the time for payment of interest on
     any Security;

          (3) reduce the principal of or premium on or change the fixed maturity
     of any Security or alter the redemption provisions with respect thereto in
     a manner adverse to the Holder thereof;

          (4) alter the conversion provisions with respect to any Security in a
     manner adverse to the Holder thereof;

          (5) waive a default in the payment of the principal of or premium or
     interest on any Security;

          (6) make any changes in Section 8.4 or 8.7 or in this sentence;

          (7) modify the provisions of Article 5 in a manner adverse to the
     Holders; or

          (8) make any Security payable in money other than that stated in the
     Security.

     It shall not be necessary for the consent of the Holders under this Section
11.2 to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section 11.2 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

     An amendment under this Section 11.2 may not make any change that adversely
affects the rights under Article 5 of any holder of an issue of Senior
Indebtedness unless the holders of that issue, pursuant to its terms, consent to
the change.

SECTION 11.3   Compliance With Trust Indenture Act

     Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as in effect at the date of such amendment or supplement.

                                      56
<PAGE>
 
SECTION 11.4   Revocation and Effect of Consents

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security.  However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder, unless it makes a change described in any of clauses (1)
through (8) of Section 11.2.  In that case the amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

SECTION 11.5   Notation on or Exchange of Securities

     If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

SECTION 11.6   Trustee to Sign Amendments, etc.

     The Trustee shall sign any amendment or supplement authorized pursuant to
this Article 11 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If it does, the
Trustee may, in its sole discretion, but need not sign it.  In signing or
refusing to sign such amendment or supplement, the Trustee shall be entitled to
receive and, subject to Section 9.1, shall be fully protected in relying upon,
an Opinion of Counsel stating that such amendment or supplement is authorized or
permitted by this Indenture.  The Company may not sign an amendment or
supplement until the Board of Directors approves it.

                                  ARTICLE 12.

                                 MISCELLANEOUS

SECTION 12.1   Trust Indenture Act Controls

                                      57
<PAGE>
 
     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by any of Sections 310 to 317, inclusive, of the TIA through
operation of Section 318(c) thereof, such imposed duties shall control.

SECTION 12.2   Notices

     Any notice, request or communication shall be given in writing and
delivered in person or mailed by first-class mail, postage prepaid, addressed as
follows:

     If to the Company:

     Boston Chicken, Inc.
     14103 Denver West Parkway
     Golden, Colorado  80401-4086
     Attention:  Chief Financial Officer

     If to the Trustee:

     Bankers Trust Company
     4 Albany Street, 4th Floor
     New York, New York 10006
     Attention:  Corporate Trust and Agency Group - Corporate
                 Market Services

Such notices or communications shall be effective when received.

     The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     Any notice or communication mailed to a Securityholder shall be mailed by
first-class mail to him or her at his or her address shown on the register kept
by the Registrar.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication to a Securityholder is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.

SECTION 12.3   Communications by Holders With Other Holders

     Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and any other person shall
have the protection of TIA (S) 312(c).

                                      58
<PAGE>
 
SECTION 12.4   Certificate and Opinion as to Conditions Precedent

     (a) Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee at the
request of the Trustee:

          (1) an Officer's Certificate stating that, in the opinion of the
     signers, all conditions precedent (including any covenants, compliance with
     which constitutes a condition precedent), if any, provided for in this
     Indenture relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent (including any covenants, compliance
     with which constitutes a condition precedent) have been complied with.

     (b) Each Officers' Certificate and Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than annual certificates provided pursuant to Section 6.4) shall include:

          (1) a statement that the person making such certificate or opinion has
     read such covenant or condition;

          (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 such person, he or she has
     made such examination or investigation as is necessary to enable him or her
     to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and

          (4) a statement as to whether or not, in the opinion of such person,
     such condition or covenant has been complied with; provided, however, that
     with respect to matters of fact an Opinion of Counsel may rely on an
     Officers' Certificate or certificates of public officials.

SECTION 12.5   Record Date for Vote or Consent of Securityholders

     The Company (or, in the event deposits have been made pursuant to Section
6.3 or 10.1, the Trustee) may set a record date for purposes of determining the
identity of Securityholders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall be
the later of ten days prior to the first solicitation of such vote or consent or
the date of the most recent list of

                                      59
<PAGE>
 
Securityholders furnished to the Trustee pursuant to Section 2.5 prior to such
solicitation.  Notwithstanding the provisions of Section 11.4, if a record date
is fixed, those persons who were Holders of Securities at such record date (or
their duly designated proxies), and only those persons, shall be entitled to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such persons continue to be Holders after such record
date.

SECTION 12.6   Rules by Trustee, Paying Agent, Registrar, Conversion Agent

     The Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar, Paying Agent or Conversion Agent may make reasonable
rules for its functions.

SECTION 12.7   Legal Holidays

     A "Legal Holiday" is a Saturday, Sunday or a day on which state or
federally chartered banking institutions in Chicago, Illinois or New York, New
York (or such other city and state where the Trustee's corporate trust
operations are then located) are not required to be open.  If a payment date is
a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue
for the intervening period.

SECTION 12.8   Governing Law

     Except as specifically provided in Section 3.8(a), the laws of the State of
New York shall govern this Indenture and the Securities without regard to
principles of conflicts of law.

SECTION 12.9   No Adverse Interpretation of Other Agreements

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 12.10  No Recourse Against Others

     All liability described in paragraph 18 of the Securities of any director,
officer, employee or shareholder, as such, of the Company is waived and
released.

SECTION 12.11  Successors

     All agreements of the Company in this Indenture and the Securities shall
bind its successor.  All agreements of the Trustee in this Indenture shall bind
its successor.

                                      60
<PAGE>
 
SECTION 12.12  Multiple Counterparts

     The parties may sign multiple counterparts of this Indenture.  Each signed
counterpart shall be deemed an original, but all of them together represent the
same agreement.

SECTION 12.13  Separability

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

SECTION 12.14  Table of Contents, Headings, etc.

     The table of contents, cross-reference sheet and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


                                      61
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the 28th day of April, 1997.

                              BOSTON CHICKEN, INC.


                              By:______________________________
                                  Name:
                                  Title:

[SEAL]

Attest:


___________________________
Name:
Title:

                              BANKERS TRUST COMPANY


                              By:______________________________
                                  Name:
                                  Title:
[SEAL]

Attest:


___________________________
Name:
Title:


                                      62
<PAGE>
 
                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

Number

                              BOSTON CHICKEN, INC.
                             INCORPORATED UNDER THE
                         LAWS OF THE STATE OF DELAWARE

              7 3/4% Convertible Subordinated Debentures due 2004

     Boston Chicken, Inc. promises to pay to ___________, or registered assigns,
the principal sum of ______________ Dollars on May 1, 2004.

Interest Payment Dates:                                     May 1 and November 1
Record Dates:                                            April 15 and October 15

     This Debenture is convertible as specified on the other side of this
Debenture.  Additional provisions of this Debenture are set forth on the other
side of this Debenture.

     In Witness Whereof, Boston Chicken, Inc. has caused this instrument to be
duly executed in its corporate name and the facsimile of its corporate seal to
be affixed hereunto or imprinted hereon.

                                            BOSTON CHICKEN, INC.


                                            By:________________________________
                                               Chairman

                                            [SEAL]

                                            Attest:


                                            By:________________________________
                                               Secretary

Dated:

Trustee's Certificate of Authentication:

This is one of the Securities referred to in
the within-mentioned Indenture

BANKERS TRUST COMPANY,
as Trustee

By:______________________________
   Authorized Signatory
<PAGE>
 
                       [FORM OF REVERSE SIDE OF SECURITY]

                              BOSTON CHICKEN, INC.

              7 3/4% Convertible Subordinated Debentures due 2004

1.   Interest

     Boston Chicken, Inc., a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Debenture at the rate per annum
shown above.  The Company shall pay interest semiannually on May 1 and November
1 of each year, commencing November 1, 1997.  Interest on the Debentures shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of first issuance of the Debentures under
the Indenture (as defined below); provided, however, that if there is not an
existing default in the payment of interest, and if this Debenture is
authenticated between a record date referred to on the face hereof and the next
succeeding interest payment date, interest shall accrue from such interest
payment date.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.   Method of Payment

     The Company shall pay interest on this Debenture (except defaulted
interest) to the person who is the Holder of this Debenture at the close of
business on the April 15 or October 15 next preceding the related interest
payment date.  The Holder must surrender this Debenture to the Paying Agent to
collect payment of principal.  The Company will pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts.  The Company may, however, pay principal
and interest by its check payable in such money.  It may mail an interest check
to the Holder's registered address.

3.   Paying Agent, Registrar and Conversion Agent

     Initially, Bankers Trust Company (the "Trustee") will act as Paying Agent,
Registrar and Conversion Agent.  The Company may change any Paying Agent,
Registrar or Conversion Agent without notice to the Holder.  The Company or any
of its Subsidiaries may act as Paying Agent, Registrar or Conversion Agent.

4.   Indenture, Limitations

     This Debenture is one of a duly authorized issue of Debentures of the
Company designated as its 7 3/4% Convertible Subordinated Debentures due 2004
(the "Debentures"), issued under an Indenture dated as of April 28, 1997 (the
"Indenture"),


                                       2
<PAGE>
 
between the Company and the Trustee.  The terms of this Debenture include those
stated in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, and as in effect on
the date of the Indenture.  This Debenture is subject to all such terms, and the
Holder of this Debenture is referred to the Indenture and said Act for a
statement of them.

     The Debentures are subordinated unsecured obligations of the Company
limited to up to $250,000,000 aggregate principal amount, subject to Section 2.2
of the Indenture.  The Indenture does not limit other debt of the Company,
secured or unsecured, including Senior Indebtedness.

5.   Optional Redemption

     The Debentures are subject to redemption, at any time on or after May 1,
2000, as a whole or in part, at the election of the Company.  The Redemption
Prices (expressed as percentages of the principal amount) beginning May 1 of the
years indicated are as follows:

                                                Redemption
               Year                               Price
               ----                             ----------
               2000                               104.43%
               2001                               103.32%
               2002                               102.21%
               2003                               101.11%

in each case together with accrued interest up to but not including the
Redemption Date.

6.   Notice of Redemption

     Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the Redemption Date to each Holder of
Debentures to be redeemed at his or her registered address.  Debentures in
denominations larger than $1,000 may be redeemed in part, but only in whole
multiples of $1,000.  On and after the Redemption Date, subject to the deposit
with the Paying Agent of funds sufficient to pay the Redemption Price, interest
ceases to accrue on Debentures or portions of them called for redemption.

7.   Purchase of Debentures at Option of Holder Upon a Change in Control

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral


                                       3
<PAGE>
 
multiple thereof) of the Debentures held by such Holder on the date that is 40
Business Days after a Change in Control.  The Holder shall have the right to
withdraw any Change in Control Purchase Notice by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.
The obligation of the Company to pay the Change in Control Purchase Price will
be subject to the terms of agreements relating to borrowings which constitute
Senior Indebtedness.

8.   Conversion

     A Holder of a Debenture may convert such Debenture into shares of Common
Stock of the Company at any time prior to maturity; provided, however, that if
the Debenture is called for redemption, the conversion right will terminate at
the close of business on the redemption date for such Debenture (unless the
Company shall default in making the redemption payment when due, in which case
the conversion right shall terminate at the close of business on the date such
default is cured and such Debenture is redeemed); provided, further, that if the
Holder of a Debenture presents such Debenture for redemption prior to the close
of business on the redemption date for such Debenture, the right of conversion
shall terminate upon presentation of the Debenture to the Trustee (unless the
Company shall default in making the redemption payment when due, in which case
the conversion right shall terminate on the close of business on the date such
default is cured and such Debenture is redeemed).  The initial conversion price
is $26.70 per share, subject to adjustment under certain circumstances.  The
number of shares issuable upon conversion of a Debenture is determined by
dividing the principal amount converted by the conversion price in effect on the
Conversion Date.  No payment or adjustment will be made for accrued interest on
a converted Debenture or for dividends or distributions on shares of Common
Stock issued upon conversion of a Debenture.  No fractional shares will be
issued upon conversion; in lieu thereof, an amount will be paid in cash based
upon the closing sale price of the Common Stock on the last Trading Day prior to
the Conversion Date.

     To convert a Debenture, a Holder must (a) complete and manually sign the
conversion notice set forth below and deliver such notice to the Conversion
Agent, (b) surrender the Debenture to the Conversion Agent, (c) furnish
appropriate endorsements or transfer documents if required by the Registrar or
the Conversion Agent, and (d) pay any transfer or similar tax, if required.  If
a Holder surrenders a Debenture for conversion after the close of business on
the record date for the payment of an installment of interest and before the
close of business on the related interest payment date then, notwithstanding
such conversion, the interest payable on such interest payment date shall be
paid to the Holder of such Debenture on such record date.  In such event, the


                                       4
<PAGE>
 
Debenture must be accompanied by payment of an amount equal to the interest
payable on such interest payment date on the principal amount of the Debenture
or portion thereof then converted.  A Holder may convert a portion of a
Debenture equal to $1,000 or any integral multiple thereof.

     A Debenture in respect of which a Holder had delivered a Change in Control
Purchase Notice exercising the option of such Holder to require the Company to
purchase such Debenture may be converted only if the Change in Control Purchase
Notice is withdrawn as provided above and in accordance with the terms of the
Indenture.

9.   Conversion Arrangement on Call for Redemption

     Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, together with accrued interest, if any, to, but not including,
the Redemption Date, by one or more investment bankers or other purchasers who
may agree with the Company to purchase such Securities from the Holders, to
convert them into Common Stock of the Company and to make payment for such
Securities to the Paying Agent in Trust for such Holders.

10.  Subordination

     The indebtedness evidenced by the Debentures is, to the extent and in the
manner provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness of the Company.  Any Holder
by accepting this Debenture agrees to and shall be bound by such subordination
provisions and authorizes the Trustee to give them effect.

     In addition to all other rights of Senior Indebtedness described in the
Indenture, the Senior Indebtedness shall continue to be Senior Indebtedness and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any terms of any instrument relating to the
Senior Indebtedness or any extension or renewal of the Senior Indebtedness.

11.  Denominations, Transfer, Exchange

     The Debentures are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  A Holder may register the transfer of
or exchange Debentures in accordance with the Indenture.  The Registrar may
require a Holder, among other things, to furnish appropriate endorsements


                                       5
<PAGE>
 
and transfer documents and to pay any taxes or other governmental charges that
may be imposed by law or permitted by the Indenture.

12.  Persons Deemed Owners

     The Holder of a Debenture may be treated as the owner of it for all
purposes.

13.  Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent will pay the money back to the Company at its
request.  After that, Holders entitled to money must look to the Company for
payment.

14.  Amendment, Supplement and Waiver

     Subject to certain exceptions, the Indenture or the Debentures may be
amended or supplemented with the consent of the Holders of a majority in
principal amount of the Debentures then outstanding and any past default or
compliance with any provision may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Debentures then
outstanding.  Without the consent of or notice to any Holder, the Company and
the Trustee may amend or supplement the Indenture or the Debentures to, among
other things, provide for uncertificated Debentures in addition to or in place
of certificated Debentures, or to cure any ambiguity, defect or inconsistency or
make any other change that does not adversely affect the rights of any Holder.

15.  Successor Corporation

     When a successor corporation assumes all the obligations of its predecessor
under the Debentures and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation will be released from
those obligations.

16.  Defaults and Remedies

     An Event of Default is:  default for 30 days in payment of interest on the
Debentures; default in payment of principal on the Debentures when due; failure
by the Company for 30 days after notice to it to comply with any of its other
agreements contained in the Indenture or the Debentures; certain events of
bankruptcy, insolvency or reorganization of the Company; and the acceleration of
certain other indebtedness.  If an Event of Default (other than as a result of
certain events of bankruptcy, insolvency or reorganization) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Debentures then outstanding may declare all unpaid principal of and accrued

                                       6
<PAGE>
 
interest to the date of acceleration on the Debentures then outstanding to be
due and payable immediately, all as and to the extent provided in the Indenture.
If an Event of Default occurs as a result of certain events of bankruptcy,
insolvency or reorganization, unpaid principal of and accrued interest on the
Debentures then outstanding shall become due and payable immediately without any
declaration or other act on the part of the Trustee or any Holder, all as and to
the extent provided in the Indenture.  Holders may not enforce the Indenture or
the Debentures except as provided in the Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Debentures.
Subject to certain limitations, Holders of a majority in principal amount of the
Debentures then outstanding may direct the Trustee in its exercise of any trust
or power.  The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their interests.  The Company is required to file
periodic reports with the Trustee as to the absence of default.

17.  Trustee Dealings With the Company

     Bankers Trust Company, the Trustee under the Indenture, in its individual
or any other capacity, may make loans to, accept deposits from and perform
services for the Company or an Affiliate of the Company, and may otherwise deal
with the Company or an Affiliate of the Company, as if it were not the Trustee.

18.  No Recourse Against Others

     A director, officer, employee or shareholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Debentures
or the Indenture nor for any claim based on, in respect of or by reason of such
obligations or their creation.  The Holder of this Debenture by accepting this
Debenture waives and releases all such liability.  The waiver and release are
part of the consideration for the issuance of this Debenture.

19.  Discharge Prior to Maturity

     If the Company deposits with the Trustee or the Paying Agent money or U.S.
Government Obligations sufficient to pay the principal of and interest on the
Debentures to maturity, the Company will be discharged from the Indenture except
for certain sections thereof.


                                       7
<PAGE>
 
20.  Authentication

     This Debenture shall not be valid until the Trustee or an authenticating
agent signs the certificate of authentication on the other side of this
Debenture.

21.  Abbreviations and Definitions

     Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors
Act).

     All capitalized terms used in this Debenture and not specifically defined
herein are defined in the Indenture and are used herein as so defined.

22.  Indenture to Control

     In the case of any conflict between the provisions of this Debenture and
the Indenture, the provisions of the Indenture shall control.

     The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture.  Requests may be made to:  Boston Chicken,
Inc., 14103 Denver West Parkway, Golden, Colorado 80401-4086, Attention:  Chief
Financial Officer.


                                       8
<PAGE>
 
                                ASSIGNMENT FORM


To assign this Debenture, fill in the form below:

I or we assign and transfer this Debenture to

________________________________________________

________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

__________________________________________________

__________________________________________________

__________________________________________________

__________________________________________________
(Print or type assignee's name, address and
zip code)

and irrevocably appoint

__________________________________________________
agent to transfer this Debenture on the books
of the Company.  The Agent may substitute
another to act for him or her.

Date:_____________________________________________

Your signature:___________________________________
               (Sign exactly as your name
               appears on the other side of
               this Debenture)


__________________________________________________
(Sign exactly as your name appears on the
other side of this Debenture)

*Signature guaranteed by:_________________________

By:_______________________________________________


_____________________
     *  The signature must be guaranteed by a bank, a trust company or a member
firm of the New York Stock Exchange.



<PAGE>
 
                               CONVERSION NOTICE


To convert this Debenture into Common Stock of the Company, check the box:

[_]

To convert only part of this Debenture, state the amount to be converted:

$_____________________

If you want the stock certificate made out in another person's name, fill in the
form below:

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

--------------------------------------------------
(Insert other person's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------
(Print or type assignee's name, address and
zip code)

Date:
     ---------------------------------------------

Your signature:
               -----------------------------------
(Sign exactly as your name appears on the
other side of this Debenture)


--------------------------------------------------
(Sign exactly as your name appears on the
other side of this Debenture)

*Signature guaranteed by:      
                          ------------------------  

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


--------------------------
   * The signature must be guaranteed by a bank, a trust company or a member
firm of the New York Stock Exchange.


<PAGE>
 
                       NOTICE OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Debenture purchased by the Company
pursuant to Section 3.8 of the Indenture, check the box:

[_]

     If you want to elect to have only part of this Debenture purchased by the
Company pursuant to Section 3.8 of the Indenture, state the amount to be
purchased:  $_______


Date:________________      Your signature_________________________
                                         (Sign exactly as your name appears on
                                         the other side of this Debenture)


                                         _________________________
                                         (Sign exactly as your name appears on
                                         the other side of this Debenture)


*Signature guaranteed by:______________

By:____________________________________



______________________

*    The signature must be guaranteed by a bank, a trust company or a member
firm of the New York Stock Exchange.