<PAGE>
 
                                                                     Exhibit 4.6

================================================================================

                         HUSSMANN INTERNATIONAL, INC.



                                      AND



                             THE BANK OF NEW YORK,
                                  AS TRUSTEE




                            ______________________


                                   INDENTURE


                           DATED AS OF MAY 22, 1998



                            ______________________

================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
                                                ARTICLE ONE

                                                Definitions

Section 1.01.  Certain Terms Defined.................................................................     1
Section 1.02.  Other Definitions.....................................................................     7
Section 1.03.  Incorporation by Reference of Trust Indenture Act.....................................     7

                                                 ARTICLE TWO

                          Issue, Description, Execution, Registration, Registration
                                   of Transfer and Exchange of Securities

Section 2.01.  Amount Unlimited; Establishment of Series.............................................      8
Section 2.02.  Form of Securities and Trustee's Certificate of Authentication........................     11
Section 2.03.  Global Securities.....................................................................     12
Section 2.04.  Denomination, Authentication and Dating of Securities.................................     14
Section 2.05.  Execution of Securities...............................................................     16
Section 2.06.  Registration of Transfer and Exchange.................................................     17
Section 2.07.  Temporary Securities..................................................................     18
Section 2.08.  Mutilated, Destroyed, Lost or Stolen Securities.......................................     18
Section 2.09.  Cancellation of Surrendered Securities................................................     19
Section 2.10.  Provisions of Indenture and Securities for the Sole Benefit of the Parties and the
                    Holders..........................................................................     20
Section 2.11.  Computation of Interest...............................................................     20
Section 2.12.  Authenticating Agents.................................................................     20
Section 2.13.  Compliance with Certain Laws and Regulations..........................................     21
Section 2.14.  Medium-Term Securities................................................................     22
Section 2.15.  CUSIP Numbers.........................................................................     22

                                                ARTICLE THREE

                                   Redemption of Securities - Sinking Fund

Section 3.01.  Applicability of Article..............................................................     23
Section 3.02.  Notice of Redemption; Selection of Securities.........................................     23
Section 3.03.  When Securities Called for Redemption Become Due and Payable..........................     24
Section 3.04.  Sinking Fund..........................................................................     25
Section 3.05.  Use of Acquired Securities to Satisfy Sinking Fund Obligation.........................     26
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                                   <C>
Section 3.06.  Effect of Failure to Deliver Officers' Certificate or Securities..................................     26
Section 3.07.  Manner of Redeeming Securities....................................................................     27
Section 3.08.  Sinking Fund Moneys to Be Held as Security During Continuance of Event of Default; Exceptions.....     27

                                                      ARTICLE FOUR

                                           Particular Covenants of the Company

Section 4.01.  Existence.........................................................................................     28
Section 4.02.  Payments of Principal of (and Premium, if any) and Interest, if any, on Securities................     28
Section 4.03.  Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of
                    Securities...................................................................................     29
Section 4.04.  Appointment to Fill a Vacancy in the Office of Trustee............................................     29
Section 4.05.  Duties and Rights of Paying Agents; Company as Paying Agent.......................................     29
Section 4.06.  Limitation on Liens...............................................................................     30
Section 4.07.  Limitation on Sale and Lease-Back.................................................................     33
Section 4.08.  Exempted Indebtedness.............................................................................     33
Section 4.09.  Annual Certificate of Compliance..................................................................     34
Section 4.10.  Further Instruments and Acts......................................................................     34
Section 4.11.  Calculation of Original Issue Discount............................................................     34

                                                      ARTICLE FIVE

                                        Holders' Lists and Reports by the Company
                                                     and the Trustee

Section 5.01.  Company to Furnish Trustee Information as to Names and Addresses of Holders.......................     34
Section 5.02.  Preservation of Information; Communications to Holders............................................     35
Section 5.03.  Reports by Company................................................................................     36
Section 5.04.  Reports by Trustee................................................................................     37

                                                       ARTICLE SIX

                                                        Remedies

Section 6.01.  Events of Default.................................................................................     38
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                                   <C>
Section 6.02.  Acceleration of Maturity; Rescission and Annulment................................................     40
Section 6.03.  Collection of Indebtedness and Suits for Enforcement by Trustee...................................     41
Section 6.04.  Trustee May File Proofs of Claim..................................................................     42
Section 6.05.  Trustee May Enforce Claims Without Possession of Securities.......................................     43
Section 6.06.  Application of Moneys Collected...................................................................     43
Section 6.07.  Limitation on Suits...............................................................................     44
Section 6.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest.........................     45
Section 6.09.  Restoration of Rights and Remedies................................................................     46
Section 6.10.  Rights and Remedies Cumulative....................................................................     46
Section 6.11.  Delay or Omission Not Waiver......................................................................     46
Section 6.12.  Control by Holders................................................................................     46
Section 6.13.  Waiver of Past Defaults...........................................................................     47
Section 6.14.  Undertaking for Costs.............................................................................     47
Section 6.15.  Waiver of Stay or Extension Laws..................................................................     47

                                                      ARTICLE SEVEN

                                                       The Trustee

Section 7.01.  Certain Duties and Responsibilities...............................................................     48
Section 7.02.  Notice of Defaults................................................................................     49
Section 7.03.  Certain Rights of Trustee.........................................................................     50
Section 7.04.  Trustee Not Liable for Recitals in Indenture or in Securities.....................................     52
Section 7.05.  Trustee, Paying Agent or Security Registrar May Own Securities....................................     52
Section 7.06.  Moneys Received by Trustee to Be Held in Trust....................................................     52
Section 7.07.  Compensation and Reimbursement....................................................................     52
Section 7.08.  Right of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically 
                    Prescribed...................................................................................     53
Section 7.09.  Disqualification; Conflicting Interests...........................................................     53
Section 7.10.  Corporate Trustee Required; Requirements for Eligibility..........................................     54
Section 7.11.  Resignation and Removal of Trustee; Appointment of Successor......................................     54
Section 7.12.  Acceptance by Successor to Trustee................................................................     56
Section 7.13.  Successor to Trustee by Merger, Consolidation or Succession to Business...........................     58
Section 7.14.  Preferential Collection of Claims Against Company.................................................     59
Section 7.15.  Appointment of Additional and Separate Trustees...................................................     59
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                                   <C>
                                                      ARTICLE EIGHT

                                                 Concerning the Holders

Section 8.01. Evidence of Action by Holders......................................................................     62
Section 8.02. Proof of Execution of Instruments and of Holding of Securities.....................................     62
Section 8.03.  Who May Be Deemed Owner of Securities.............................................................     63
Section 8.04.  Securities Owned by Company or Controlled or Controlling Companies Disregarded for Certain
                    Purposes.....................................................................................     63
Section 8.05.  Instruments Executed by Holders Bind Future Holders...............................................     64

                                                      ARTICLE NINE

                                             Holders' Meetings and Consents

Section 9.01.  Purposes for Which Meeting May Be Called..........................................................     64
Section 9.02.  Call of Meeting by Trustee........................................................................     65
Section 9.03.  Call of Meetings by Company or Holders............................................................     65
Section 9.04.  Who May Attend and Vote at Meetings...............................................................     66
Section 9.05.  Regulations May Be Made by Trustee................................................................     66
Section 9.06.  Manner of Voting at Meetings and Record to Be Kept................................................     67
Section 9.07.  Written Consent in Lieu of Meetings...............................................................     67
Section 9.08.  No Delay of Rights by Meeting.....................................................................     67

                                                       ARTICLE TEN

                                                 Supplemental Indentures

Section 10.01. Purposes for Which Supplemental Indentures May Be Entered into Without Consent of Holders.........     68
Section 10.02. Modification of Indenture with Consent of Holders of a Majority in Principal Amount
                    of Securities................................................................................     70
Section 10.03. Effect of Supplemental Indentures.................................................................     71
Section 10.04. Securities May Bear Notation of Changes by Supplemental Indentures................................     72

                                                     ARTICLE ELEVEN

                                    Consolidation, Merger, Sale, Conveyance or Lease

Section 11.01. Company May Consolidate, etc., on Certain Terms...................................................     72
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                                                                   <C>
Section 11.02. Successor Corporation to Be Substituted...........................................................     73
Section 11.03. Opinion of Counsel to Be Given Trustee............................................................     73

                                                     ARTICLE TWELVE

                                Satisfaction and Discharge of Indenture; Unclaimed Moneys

Section 12.01. Satisfaction and Discharge of Indenture...........................................................     74
Section 12.02. Defeasance and Discharge of Securities or Certain Obligations.....................................     74
Section 12.03. Application by Trustee of Funds Deposited for Payment of Securities...............................     78
Section 12.04. Repayment of Moneys Held by Paying Agent..........................................................     79
Section 12.05. Repayment of Moneys Held by Trustee...............................................................     79

                                                    ARTICLE THIRTEEN

                       Immunity of Incorporators, Stockholders, Officers, Directors and Employees

Section 13.01. Incorporators, Stockholders, Officers, Directors and Employees of Company Exempt from
                    Individual Liability.........................................................................     79

                                                    ARTICLE FOURTEEN

                                                Miscellaneous Provisions

Section 14.01. Successors and Assigns of Company Bound by Indenture..............................................     80
Section 14.02. Acts of Board, Committee or Officer of Successor Corporation Valid................................     80
Section 14.03. Required Notices or Demands.......................................................................     80
Section 14.04. Indenture and Securities to Be Construed in Accordance with the Laws of the State of New York.....     81
Section 14.05. Officers' Certificate and Opinion of Counsel to Be Furnished upon Application or Request by the
                    Company......................................................................................     81
Section 14.06. Payments Due on Non-Business Days.................................................................     82
Section 14.07. Moneys of Different Currencies to Be Segregated...................................................     82
Section 14.08. Payment to Be in Proper Currency..................................................................     82
Section 14.09. Provisions Required by Trust Indenture Act to Control.............................................     83
Section 14.10. Indenture May Be Executed in Counterparts.........................................................     83
Section 14.11. Separability Clause...............................................................................     83
</TABLE>
<PAGE>
 
          INDENTURE, dated as of the 22nd day of May, 1998 between Hussmann
International, Inc., a corporation incorporated under the laws of Delaware (the
"Company"), and The Bank of New York, a New York banking corporation (the
"Trustee").

          WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (hereinafter referred to
as the "Securities"), to be issued in one or more series in an unlimited amount
as provided in this Indenture; and

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, the Company and the Trustee mutually covenant
and agree, for the equal and proportionate benefit of the respective Holders
from time to time of the Securities, and of the Coupons, if any, appertaining
thereto, as follows:


                                  ARTICLE ONE

                                  DEFINITIONS

          SECTION 1.01.  CERTAIN TERMS DEFINED.  The terms defined in this
                         ---------------------                            
Section 1.01 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01:

          "Authorized Newspaper" shall mean a newspaper printed in the English
           --------------------                                               
language or official language of the country of publication and customarily
published at least once a day on each business day in each calendar week and of
general circulation in the place or places of publication, whether or not such
newspaper is published on Saturdays, Sundays and legal holidays.  Whenever,
under the provisions of this Indenture, two or more publications of a notice or
other communication are required or permitted, such publications may be in the
same or different Authorized Newspapers.  If, because of temporary or permanent
suspension of publication or general circulation of any newspaper or for any
other reason, it is impossible or impracticable to publish any notices required
by this Indenture in the manner herein provided, then such publication in lieu
thereof or such other notice as shall be made with the approval of the Trustee
shall constitute a sufficient publication of such notice.

          "Bankruptcy Law" shall mean Title 11 of the United States Code or any
           --------------                                                      
similar federal or state law for the relief of debtors.

          "Board of Directors" when used with reference to the Company, shall
           ------------------                                                
mean the Board of Directors of the Company or any committee of such Board of
Directors authorized to act on its behalf with respect to any particular matter.
<PAGE>
 
          "Business Day" shall mean any day other than a Saturday or Sunday and
           ------------                                                        
other than a day on which banking institutions in New York, New York or any
other jurisdiction in which the Paying Agent is being utilized, are authorized
or obligated by law or executive order to close or, with reference to any
Securities of any series, as set forth in the instrument establishing the series
and in the Securities of such series.

          "Certified Board Resolution" shall mean one or more resolutions
           --------------------------                                    
certified by the Secretary or any Assistant Secretary of the Company to have
been duly adopted or consented to by the Board of Directors and to be in full
force and effect on the date of such certification.

          "Company" shall mean Hussmann International, Inc. and, subject to the
           -------                                                             
provisions of Article Eleven, shall mean its successors and assigns from time to
time hereafter.

          "Company Direction" or a "Company Request" shall mean a written
           -----------------        ---------------                      
direction or request of the Company, signed by its Chairman, President, Chief
Executive Officer, any Executive Vice President, Senior Vice President or Vice
President and by its Secretary, any Assistant Secretary, its Treasurer, or any
Assistant Treasurer.

          "Consolidated Net Tangible Assets" shall mean the excess of tangible
           --------------------------------                                   
assets over total liabilities of the Company and its consolidated Subsidiaries,
as determined from time to time in accordance with generally accepted accounting
principles consistently applied.

          "Consolidated Net Worth" shall mean the excess of assets over total
           ----------------------                                            
liabilities of the Company and its consolidated Subsidiaries plus Minority
Interests, as determined from time to time in accordance with generally accepted
accounting principles consistently applied.

          "Corporate Trust Office" or other similar term, shall mean the
           ----------------------                                       
principal corporate trust office of the Trustee, at which at any particular time
its corporate trust business shall be administered, or, if no such office is
maintained, such other office of the Trustee as shall be designated.  The
Corporate Trust Office on the date hereof is located at 101 Barclay Street,
Floor 21 West, New York, New York 10286.

          "Coupon" shall mean any interest coupon appertaining to a Security.
           ------                                                            

          "Depositary" shall mean, with respect to the Securities of any series
           ----------                                                          
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depositary by the Company pursuant to
Section 2.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each person who is then a Depositary hereunder, and if at any time
there is more than one such person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with respect to the
Securities of that series.

          "Dollars and $" shall mean lawful money of the United States of
           -------------                                                 
America.

          "Event of Default" shall mean any event specified in Section 6.01,
           ----------------                                                 
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.
<PAGE>
 
          "Global Security" shall mean a Security evidencing all or part of a
           ---------------                                                   
series of Securities issued to, and registered in the name of, the Depositary
for such series (or its nominee) in accordance with Section 2.03.

          "Government Obligations" with respect to any series of Securities
           ----------------------                                          
shall mean (i) direct noncallable obligations of the government which issued the
currency in which the Securities of that series are denominated or (ii)
noncallable obligations the payment of the principal of and interest on which is
fully guaranteed by such government and which, in either case, are full faith
and credit obligations of such government.

          "Holder", with respect to a registered Security, shall mean any person
           ------                                                               
in whose name such Security shall be registered on the Security Register, and,
with respect to an unregistered Security, shall mean the bearer thereof or any
Coupon appertaining thereto.

          "Indenture" shall mean this instrument as originally executed or, if
           ---------                                                          
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms and forms of particular series of Securities established
as contemplated hereunder.

          "Interest Payment Date" shall mean the date on which an installment of
           ---------------------                                                
interest on any series of Securities shall become due and payable, as therein or
herein provided.

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

          "Minority Interest" shall mean any shares of stock of any class of a
           -----------------                                                  
Subsidiary (other than directors' qualifying shares) that are not owned by the
Company or any Subsidiary.

          "Officers' Certificate" shall mean a certificate of the Company,
           ---------------------                                          
signed by its Chairman, President, Chief Executive Officer, any Executive Vice
President, Senior Vice President or Vice President and by its Secretary, any
Assistant Secretary, its Treasurer or any Assistant Treasurer, delivered to the
Trustee.  Each such certificate shall include (except as otherwise provided in
this Indenture) the statements provided for in Section 14.05.

          "Opinion of Counsel" shall mean an opinion in writing signed by legal
           ------------------                                                  
counsel, who may be an employee of, or counsel to, the Company.  Each such
opinion shall include (except as otherwise provided in this Indenture) the
statements provided for in Section 14.05.

          "Original Issue Discount Security" shall mean any Security which
           --------------------------------                               
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.02.

          "Outstanding" when used with reference to Securities of any series,
           -----------                                                       
subject to the provisions of Section 8.04, shall mean, as of any particular
time, all Securities of such series authenticated by the Trustee and delivered
under this Indenture, except:

          (a) Securities of such series theretofore canceled by the Trustee or
     delivered to the Trustee for cancellation;
<PAGE>
 
          (b) Securities of such series paid pursuant to Section 2.09 or
     Securities of such series or portions thereof for the payment or redemption
     of which moneys in the necessary amount shall have been deposited in trust
     with the Trustee or with any paying agent (other than the Company) or shall
     have been set aside and segregated in trust by the Company (if the Company
     shall act as its own paying agent); provided that, if such Securities or
     portions thereof are to be redeemed, notice of such redemption shall have
     been given as provided in Article Three or provision satisfactory to the
     Trustee shall have been made for giving such notice;

          (c) Securities of such series in lieu of or in substitution for which
     other Securities shall have been authenticated and delivered pursuant to
     this Indenture, other than Securities as to which the Trustee receives
     proof satisfactory to it that such Security is held by a bona fide
     purchaser in whose hands such Security is a legal, valid and binding
     obligation of the Company; and

          (d) Securities which have been defaced pursuant to Section 12.02;

provided, however, that in determining whether the Holders of the requisite
--------  -------                                                          
principal amount of the Securities of any or all series then Outstanding have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security which
shall be deemed to be Outstanding for such purposes shall be the portion of the
principal amount thereof that could be declared to be due and payable upon the
occurrence of an Event of Default and the continuation thereof pursuant to the
terms of such Original Issue Discount Security as of such time.

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

          "Principal Property" shall mean any manufacturing plant or warehouse
           ------------------                                                 
owned or leased by the Company or any Subsidiary and located within the United
States of America, whether owned or leased on the date hereof or hereafter, the
gross book value of which exceeds 2% of Consolidated Net Worth, other than
manufacturing plants and warehouses which the Board of Directors by resolution
declares are not of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as an entirety and which, when taken
together with all other plants and warehouses as to which such a declaration has
been so made, is so declared by the Board of Directors to be not of material
importance to the total business conducted by the Company and its Restricted
Subsidiaries as an entirety.

          "Record Date" as used with respect to any Interest Payment Date shall
           -----------                                                         
mean the close of business on the 15th day of the month preceding the month in
which an Interest Payment Date occurs, if such Interest Payment Date is the
first day of such month, or the first day of the month in which an Interest
Payment Date occurs, if such Interest Payment Date is the 15th day of such
month, in each case whether or not a Business Day, or such other dates with
respect to a particular series of Securities as may be specified in the
instrument establishing such series.
<PAGE>
 
          "Responsible Officer" when used with respect to the Trustee shall mean
           -------------------                                                  
any vice president, any assistant vice president, any assistant secretary, any
assistant treasurer or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

          "Restricted Subsidiary" shall mean any Subsidiary which owns or leases
           ---------------------                                                
a Principal Property.

          "Security or Securities" shall have the meaning stated in the recital
           ----------------------                                              
of this Indenture and shall more particularly mean any Security or such
Securities, as the case may be, authenticated and delivered pursuant to this
Indenture.

          "Securities Act" shall mean the Securities Act of 1933, as amended.
           --------------                                                    

          "SEC" shall mean the United States Securities and Exchange Commission.
           ---                                                                  

          "Sinking Fund" shall mean any fund established by the Company for
           ------------                                                    
redemption of the Securities of any series prior to Stated Maturity.

          "Stated Maturity", when used with respect to any Security, shall mean
           ---------------                                                     
the date on which the last payment of principal of such Security is due and
payable in accordance with the terms thereof.

          "Subsidiary" shall mean any corporation, association or other business
           ----------                                                           
entity of which at least a majority of the outstanding securities or equity
interests having ordinary voting power to elect a majority of the board of
directors of such corporation or Persons performing similar functions (whether
or not any other class of securities or equity interests has or might have
voting power by reason of the happening occurrence a contingency) is at the time
owned or controlled, directly or indirectly, by the Company, or by one or more
Subsidiaries, or by the Company and one or more Subsidiaries.

          "Trustee" shall mean the Trustee named in the first paragraph of this
           -------                                                             
Indenture until a successor Trustee shall have become such pursuant to the
applicable provisions hereof, and thereafter "Trustee" shall mean or include all
Trustees hereunder, and, subject to the provisions of Article Seven, shall also
include its successors and assigns, and, unless the context otherwise requires,
shall also include any co-trustee or co-trustees or separate trustee or trustees
appointed pursuant to Section 7.15.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
           -------------------                                                
amended, as in force on the date of this Indenture; provided, however, that in
the event that such Act is amended after such date, "Trust Indenture Act" shall
mean, to the extent required by such amendment or the context of this Indenture,
the Trust Indenture Act of 1939 as so amended.

          SECTION 1.02.  OTHER DEFINITIONS.  The terms listed below in this
                         -----------------                                 
Section 1.02 (except as herein otherwise expressly provided or unless the
context otherwise requires) for all
<PAGE>
 
purposes of this Indenture and any indenture supplemental hereto shall have the
respective meanings specified in the sections of this Indenture set opposite the
particular term:

                                                      Defined in
                    Terms                                Section
                    -----                               --------

          Debt......................................     4.06
          Defaulted Interest........................     2.03
          Funded Debt...............................     4.07
          Liens.....................................     4.06
          Mandatory Sinking Fund payment............     3.04
          Market Exchange Rate......................    14.08
          Optional Sinking Fund payment.............     3.04
          Sale and Lease-Back Transaction...........     4.07
          Security Register and Security Registrar..     2.06
          Sinking Fund payment date.................     3.04
          Specified Currency........................    14.08
          Value.....................................     4.07


          SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
                         -------------------------------------------------  
Whenever this Indenture refers to a provision of the Trust Indenture Act, the
provision is incorporated by reference in and made a part of this Indenture.
All terms not defined in this Article One which are defined in the Trust
Indenture Act, or which are by reference therein defined in the Securities Act
(except as herein otherwise expressly provided and unless the context otherwise
requires), shall have the meanings assigned to such terms in the Trust Indenture
Act and in the Securities Act as in force as of the date of this Indenture.  The
following Trust Indenture Act terms used in the provisions of the Trust
Indenture Act incorporated by reference in this Indenture shall have the
following meanings:

          "Commission" shall mean the SEC.
           ----------                     

          "Indenture Securities" shall mean the Securities.
           --------------------                            

          "Indenture to Be Qualified" shall mean this Indenture.
           -------------------------                            

          "Indenture Trustee or Institutional Trustee" shall mean the Trustee.
           ------------------------------------------                         

          "Obligor" with reference to Indenture Securities shall mean the
           -------                                                       
Company.
<PAGE>
 
                                  ARTICLE TWO

         ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, REGISTRATION OF
                      TRANSFER AND EXCHANGE OF SECURITIES

          SECTION 2.01.  AMOUNT UNLIMITED; ESTABLISHMENT OF SERIES.  The
                         -----------------------------------------      
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series; and each such
series shall rank pari passu with all other unsecured and unsubordinated
                  ---- -----                                            
indebtedness of the Company.  All Securities of any one series shall be
substantially identical except as to denomination and except as the Company in
an Officers' Certificate delivered pursuant to this Section 2.01 or in any
supplemental indenture may otherwise provide.  The Securities may bear interest
at such lawful rate or rates, from such date or dates, shall mature at such time
or times, may be redeemable at such price or prices and upon such terms,
including, without limitation, out of proceeds from the sale of other
Securities, or other indebtedness of the Company, and may contain and/or be
subject to such other terms and provisions as shall be determined by the Company
prior to the issuance of such Securities in accordance with the authority
granted in one or more resolutions of the Board of Directors and set forth in an
Officers' Certificate or a supplemental indenture, which instrument shall
establish with respect to each series of Securities:

          (1) the designation of the Securities of such series, which shall
     distinguish the Securities of one series from all other Securities;

          (2) the limit upon the aggregate principal amount at Stated Maturity
     of the Securities of such series which may be authenticated and delivered
     under this Indenture (not including Securities authenticated and delivered
     upon registration of transfer of, or in exchange for, or in lieu of, other
     Securities of such series pursuant to Section 2.06, 2.07, 2.08, 3.02 or
     10.04);

          (3) the rate or rates at which the Securities of such series shall
     bear interest, if any, or the formula or method by which interest shall
     accrue, the dates from which interest shall accrue, the Interest Payment
     Dates on which such interest shall be payable, and, in the case of
     registered Securities, the Record Date for the interest payable on any
     Interest Payment Date;

          (4) the Stated Maturity of the Securities of such series;

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

          (6) the obligation, if any, of the Company to redeem or purchase
     Securities of such series pursuant to a sinking, purchase or analogous fund
     or at the option of the holder thereof and the period or periods within
     which, the price or prices at which, and
<PAGE>
 
     the terms and conditions upon which, the Securities of such series shall be
     redeemed, or purchased, in whole or in part, pursuant to such obligation;

          (7)  if other than the principal amount at Stated Maturity, the
     portion of the principal amount at Stated Maturity of the Securities of
     such series which shall be payable upon declaration of acceleration of the
     maturity thereof pursuant to Section 6.02;

          (8)  if other than denominations of $1,000, if registered, and $5,000,
     if unregistered, and any integral multiple of such denominations for
     Securities denominated in Dollars, the denominations in which the
     Securities of such series shall be issuable;

          (9)  the form of Security to be used to evidence ownership of
     Securities of such series;

          (10) any terms with respect to conversion of the Securities of such
     series, warrants attached thereto or terms pursuant to which warrants may
     exist;

          (11) the place or places where the principal of (and premium, if any)
     and interest, if any, on the Securities of such series shall be payable;

          (12) any additional offices or agencies maintained pursuant to Section
     4.03;

          (13) whether the Securities of such series shall be issued as
     registered Securities or as unregistered Securities, with or without
     Coupons; whether unregistered Securities may be exchanged for registered
     Securities of such series and whether registered Securities may be
     exchanged for unregistered Securities of such series (if permitted by
     applicable laws and regulations) and the circumstances under which and the
     place or places where any such exchanges, if permitted, may be made; and
     whether the Securities of such series shall be issued in whole or in part
     in the form of one or more Global Securities and, in such case, the
     Depositary for such Global Security or Securities and whether any Global
     Securities of such series shall be issuable initially in temporary form,
     and whether any Global Securities of such series shall be issuable in
     definitive form, with or without Coupons, and, if so, whether beneficial
     owners of interests in any such definitive Global Security may exchange
     such interests for Securities of such series and the circumstances under
     which and the place or places where any such exchange may occur;

          (14) if other than Dollars, the currency or currencies, or currency
     unit or units in which the Securities of such Series shall be denominated
     and in which payment of the principal of (and premium, if any) and
     interest, if any, on any of such Securities shall be payable;

          (15) if the principal of (and premium, if any) and interest, if any,
     on any of the Securities of such series are to be payable at the election
     of the Company or a Holder thereof or under some or all other
     circumstances, in a currency or currencies, or currency unit or units other
     than that in which the Securities are denominated, the period or periods
     within which, and the terms and conditions upon which, such election may be
     made, or the other circumstances under which
<PAGE>
 
     any of the Securities are to be so payable, and any provision requiring the
     Holder to bear currency exchange costs by deduction from such payments;

          (16) if the amount of payments of principal (and premium, if any) and
     interest, if any, on any of the Securities of such series may be determined
     with reference to a currency, currency unit, commodity or financial or non-
     financial index or indices, then the manner in which such amounts shall be
     determined;

          (17) whether and under what circumstances and with what procedures and
     documentation the Company will pay additional amounts on any of the
     Securities and Coupons, if any, of such series to any holder who is not a
     U.S. Person (including a definition of such term), in respect of any tax,
     assessment or governmental charge withheld or deducted and, if so, whether
     the Company will have the option to redeem such Securities rather than pay
     additional amounts (and the terms of any such option);

          (18) the Person to whom any interest on any registered Security of
     such series shall be payable, if other than the Person in whose name that
     Security is registered at the close of business on the Record Date for such
     interest, the manner in which, or the Person to whom, any interest on any
     unregistered Security of such series shall be payable, if otherwise than
     upon presentation and surrender of the Coupons appertaining thereto as they
     severally mature, and the extent to which, or the manner in which, any
     interest payable on a temporary Global Security on an Interest Payment Date
     will be paid if other than in the manner provided in Section 4.02;

          (19) whether Section 12.02 shall not apply to the Securities of such
     series; and

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

          All Securities of any one series need not be issued at the same time,
and unless otherwise provided, a series may be reopened for issuance of
additional Securities of such series.

          SECTION 2.02.  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF
                         -----------------------------------------------
AUTHENTICATION.  The Securities of each series shall be substantially in the
--------------                                                              
form established by or pursuant to one or more resolutions of the Board of
Directors, with such specific terms, additions or omissions as may be determined
pursuant to an Officers' Certificate or a supplemental indenture as contemplated
in Section 2.01 hereof, in each case with such letters, numbers or other marks
of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of the Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage. The Trustee's certificate of authentication to
be borne by such Securities shall be in the form set forth below:

               (Form of Trustee's Certificate of Authentication)
<PAGE>
 
     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.


                                THE BANK OF NEW YORK,
                                as Trustee


                                 By______________________
                                           Authorized Signatory


          SECTION 2.03.  GLOBAL SECURITIES.  If Securities of a series are
                         -----------------                                
issuable in whole or in part as Global Securities pursuant to Section 2.01,
then, notwithstanding clause (8) of Section 2.01 and the provisions of Section
2.04, such Global Securities shall represent such of the Outstanding Securities
of such series as shall be specified therein and may provide that they shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified therein or in the Company
Direction to be delivered to the Trustee pursuant to Section 2.04 or Section
2.07. Subject to the provisions of Section 2.04 and, if applicable, Section
2.07, the Trustee shall deliver and redeliver any Global Security in the manner
and upon written instructions given by the Person or Persons specified therein
or in the applicable Company Direction. If a Company Direction pursuant to
Section 2.04 or 2.07 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in writing but need not comply with Section 14.05 and need not
be accompanied by an Opinion of Counsel.

          Notwithstanding the provisions of Sections 2.02 and 4.02, unless
otherwise specified pursuant to Section 2.01, payment of principal of (and
premium, if any) and interest, if any, on any Global Security shall be made to
the Person or Persons specified therein.

          If at any time the Depositary for the Global Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Securities of such series or if at any time the Depositary for
the Global Securities of such series shall no longer be eligible to serve as
Depositary, the Company shall appoint a successor Depositary with respect to the
Global Securities of such series. If a successor Depositary for the Global
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company's election pursuant to Section 2.01 that such Securities be represented
by one or more Global Securities shall no longer be effective with respect to
the Global Securities of such series and the Company shall execute, and the
Trustee, upon receipt of a Company Direction for the authentication and delivery
of definitive Securities of such series, shall authenticate and make available
for delivery Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such series in exchange for such Global Security or
Securities.
<PAGE>
 
          The Company may at any time and in its sole discretion determine that
the Securities of any series or portion thereof issued in the form of one or
more Global Securities shall no longer be represented by such Global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Direction for the authentication and delivery of definitive
Securities of such series in exchange for such Global Security or Securities,
will authenticate and make available for delivery Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of such Global Security or Securities being exchanged.

          Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be canceled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such registered Securities to, or upon the order of, the Persons
in whose names such Securities are so registered.

          Unless otherwise specified by the Company pursuant to Section 2.01, a
Global Security representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such series or a nominee of such successor
Depositary.

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

          SECTION 2.04.  DENOMINATION, AUTHENTICATION AND DATING OF SECURITIES.
                         -----------------------------------------------------  
          The Securities of each series may be issued as registered Securities
or, if provided by the terms of the instrument establishing such series of
Securities, as unregistered Securities, with or without Coupons. The Securities
of each series, if registered, shall be issuable in denominations of $ 1,000 and
any integral multiple of $ 1,000, unless otherwise provided by the terms of the
instrument establishing such series of Securities. Each Security shall be dated
as of the date of its authentication.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Direction for
authentication and delivery of such Securities, and the Trustee shall thereupon
authenticate and make available for delivery such Securities in accordance with
such Company Direction. Prior to the issuance of Securities of any series, the
Trustee shall be entitled to receive, and subject to Section 7.01, shall be
fully protected in relying upon:

          (1) a Certified Board Resolution pursuant to which the issuance of the
     Securities of such series is authorized;
<PAGE>
 
          (2)  an executed supplemental indenture, if any;

          (3)  an Officers' Certificate, if any, delivered in accordance with
     Section 2.01 and an Officers' Certificate as to the absence of any Event of
     Default or any event which with notice or lapse of time or both could
     become an Event of Default; and

          (4)  at the option of the Company, one of the following: an Opinion of
     Counsel or a letter addressed to the Trustee permitting the Trustee to
     conclusively rely on an Opinion of Counsel, substantially to the effect
     that:

               (i)    the form and the terms of the Securities of such series
          have been established in conformity with the provisions of this
          Indenture;

               (ii)   the Securities of such series have been duly authorized,
          and, when the Securities of such series and the Coupons, if any,
          appertaining thereto shall have been executed by the Company and
          authenticated by the Trustee in accordance with the provisions of this
          Indenture and delivered to and duly paid for by the purchasers
          thereof, such Securities will have been duly issued under this
          Indenture and will be valid and legally binding obligations of the
          Company enforceable in accordance with their respective terms, subject
          to bankruptcy, insolvency, reorganization and other laws of general
          applicability relating to or affecting the enforcement of creditors'
          rights and to general principles of equity (regardless of whether
          enforceability is considered in a proceeding in equity or at law), and
          will be entitled to the benefits of this Indenture;

               (iii)  no consent, approval, authorization, order, registration
          or qualification of or with any governmental agency or body having
          jurisdiction over the Company is required for the execution and
          delivery of the Securities of such series by the Company, except such
          as have been obtained, but no opinion need be expressed as to
          provincial or state securities or Blue Sky laws; and

               (iv)   the registration statement, if any, relating to the
          Securities of such series and any amendments thereto has become
          effective under the Securities Act, and to the best knowledge of such
          counsel, no stop order suspending the effectiveness of such
          registration statement, as amended, has been issued and no proceeding
          for that purpose have been instituted or threatened;

          In addition, such Opinion of Counsel shall address such other matters
as the Trustee may reasonably request.

          The Trustee shall have the right to decline to authenticate and
deliver any Securities of such series (A) if a Responsible Officer of the
Trustee, being advised by counsel, determines that such action may not lawfully
be taken; or (B) if the Trustee in good faith shall determine that such action
would expose the Trustee to personal liability to Holders of Outstanding
Securities of any series.

          So long as there is no existing default in the payment of interest on
registered Securities of any series, all such Securities authenticated by the
Trustee after the close of
<PAGE>
 
business on the Record Date for the payment of interest on any Interest Payment
Date relating to such Record Date and prior to such Interest Payment Date shall
bear interest from such Interest Payment Date; provided, however, that if and to
the extent that the Company shall default in the interest due on such Interest
Payment Date, then any such Securities shall bear interest from the next
preceding Interest Payment Date relating to such Security with respect to which
interest has been paid or duly provided for on such Securities, or if no
interest has been paid or duly provided for on such Securities, from the date
from which interest shall accrue as such date is set forth in the instrument
establishing the terms of such Securities.

          The Person in whose name any Security is registered at the close of
business on any Record Date with respect to any Interest Payment Date shall be
entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Security upon any registration and
transfer or exchange thereof subsequent to such Record Date and prior to such
Interest Payment Date, except if and to the extent the Company shall default in
the payment of the interest due on such Interest Payment Date, in which case
such defaulted interest (herein called "Defaulted Interest") shall be paid to
the Persons in whose names outstanding Securities of such series are registered
at the close of business on a subsequent record date, which shall not be less
than five Business Days preceding the date of payment of such Defaulted Interest
established for such purpose by notice given by mail by or on behalf of the
Company to Holders of such Securities not less than 15 days preceding such
subsequent record date. Such notice shall be given to the Persons in whose names
such Outstanding Securities of such series are registered at the close of
business on the third business day preceding the date of the mailing of such
notice.

          SECTION 2.05.  EXECUTION OF SECURITIES.  The Securities and Coupons
                         -----------------------                             
appertaining thereto, if any, shall be signed on behalf of the Company by its
Chairman, President, Chief Executive Officer, any Executive Vice President,
Senior Vice President or Vice President and by its Secretary or any Assistant
Secretary under its corporate seal. Such signatures may be the manual or
facsimile signatures of the present or any future such authorized officers and
may be imprinted or otherwise reproduced on the Securities and such Coupons. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities and such
Coupons.

          Only such Securities as shall bear thereon a Trustee's certificate of
authentication substantially in the form provided in Section 2.04 (or Section
2.12, if applicable), signed manually by the Trustee, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The
Trustee's certificate of authentication on any Security executed by the Company
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder.

          In case any officer of the Company who shall have signed any of the
Securities or such Coupons shall cease to be such officer before the Securities
or such Coupons so signed shall have been authenticated by the Trustee and
delivered or disposed of by the Company, such Securities and such Coupons
nevertheless may be authenticated and delivered or disposed of as though the
officer who signed such Securities and such Coupons had not ceased to be such
officer of the Company; and any Security or such Coupons may be signed on behalf
of the Company by such Persons as, at the actual date of the execution of such
Security or such
<PAGE>
 
Coupons, shall be the proper officers of the Company, although at the date of
such Security or such Coupons or of the execution of this Indenture any such
Person was not such officer.

          SECTION 2.06.  REGISTRATION OF TRANSFER AND EXCHANGE.  The Company
                         -------------------------------------              
shall keep, at an office or agency maintained by the Company in accordance with
the provisions of Section 4.03, a register for each series of registered
Securities (such register being herein referred to as the "Security Register"),
in which, subject to such reasonable regulations as it may prescribe, the
Company shall register Securities of such series and shall register the transfer
of such Securities as in this Article Two provided. At all reasonable times the
Security Register shall be open for inspection by the Trustee. Subject to
Sections 2.01 and 2.03, upon due presentment for registration of transfer of any
such Security at such office or agency, or such other offices or agencies as the
Company may designate, the Company shall execute and the Trustee shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Security or Securities of authorized denominations, of the
same series and of like aggregate principal amount at Stated Maturity.

          Unless and until otherwise determined by or pursuant to one or more
resolutions of the Board of Directors, the Security Register for the purpose of
registration, exchange or registration of transfer of registered Securities
shall be kept at the Corporate Trust Office and, for this purpose, the Trustee
shall be designated the "Security Registrar".

          Subject to Sections 2.01 and 2.03, at the option of the Holder,
Securities of any series may be exchanged for Securities of the same series of
like aggregate principal amount at Stated Maturity and of other authorized
denominations. Securities to be so exchanged shall be surrendered at the offices
or agencies to be maintained by the Company as provided in Section 4.03, and the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor the Security or Securities which the Holder making
the exchange shall be entitled to receive.

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

          No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

          The Company shall not be required (a) to issue, register the transfer
of or exchange any Securities of any series for a period of 15 days next
preceding the mailing of a notice of redemption of Securities of such series to
be redeemed, or (b) to register the transfer of or exchange any Securities of
such series selected, called or being called for redemption in whole or in part
except, in the case of any Security to be redeemed in part, the portion thereof
not so to be redeemed.

          SECTION 2.07.  TEMPORARY SECURITIES.  Pending the preparation of
                         --------------------                             
definitive Securities, the Company may execute and make available for delivery
and the Trustee, upon
<PAGE>
 
Company Direction, shall authenticate and make available for delivery temporary
Securities (printed, lithographed, or typewritten), of any authorized
denomination, and substantially in the form of the definitive Securities, but
with such omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company. Temporary
Securities may be issued without a recital of the specific redemption prices, if
any, applicable to such Securities, and may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. The Company shall execute and furnish definitive
Securities as soon as practicable and thereupon any or all temporary Securities
may be surrendered in exchange therefor at the Corporate Trust Office, and the
Trustee shall authenticate and make available for delivery in exchange for such
temporary Securities a like aggregate principal amount at Stated Maturity of
definitive Securities of the same series. Until so exchanged, the temporary
Securities shall be entitled to the same benefits under this Indenture as
definitive Securities authenticated and delivered hereunder.

          SECTION 2.08.  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.  In
                         -----------------------------------------------     
case any temporary or definitive Security and, in the case of a definitive
Security, Coupons appertaining thereto, if any, shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon a
Company Direction the Trustee shall authenticate and make available for
delivery, a new Security or such Coupons of the same series bearing a number not
contemporaneously Outstanding, in exchange and substitution for the mutilated
Security or such Coupons, or in lieu of and in substitution for the Security or
such Coupons so destroyed, lost or stolen. In every case, the applicant for a
substituted Security or such Coupons shall furnish to the Company and to the
Security Registrar and any paying agent, such security or indemnity as may be
required by them to save each of them harmless from all risk, however remote,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Security Registrar and any paying agent,
evidence to their satisfaction of the destruction, loss or theft of such
Security or such Coupons and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon Company
Direction. Upon the issuance of any substituted Security or such Coupons, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Security which has matured or is about
to mature or which has been called for redemption shall become mutilated or be
destroyed, lost or stolen, the Company may, instead of issuing a substituted
Security, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Security) if the applicant for such payment
shall furnish the Company and any paying agent with such security or indemnity
as either may require to save it harmless from all risk, however remote, and, in
case of destruction, loss or theft, evidence to the satisfaction of the Company
of the destruction, loss or theft of such Security and of the ownership thereof.

          Every substituted Security of any series or Coupon issued pursuant to
the provisions of this Section 2.08 by virtue of the fact that any Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of such series or Coupons duly issued and delivered hereunder. All Securities
and Coupons shall be held and owned upon the express condition that the
foregoing provisions are exclusive with
<PAGE>
 
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and Coupons, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

          SECTION 2.09.  CANCELLATION OF SURRENDERED SECURITIES.  All Securities
                         --------------------------------------                 
surrendered for payment, redemption, registration of transfer or exchange, and
all Coupons surrendered for payment, shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee for cancellation by it, or, if
surrendered to the Trustee, shall be canceled by it, and all Securities
delivered to the Trustee in discharge or satisfaction in whole or in part of any
Sinking Fund payment (referred to in Section 3.04) shall be canceled by the
Trustee and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. By a Company Request the
Trustee shall deliver to the Company canceled Securities and Coupons held by the
Trustee. If the Company shall acquire any of the Securities or Coupons, however,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness or rights represented by such Securities or Coupons unless and
until the same are delivered or surrendered to the Trustee for cancellation.

          SECTION 2.10.  PROVISIONS OF INDENTURE AND SECURITIES FOR THE SOLE
                         ---------------------------------------------------
BENEFIT OF THE PARTIES AND THE HOLDERS.  Nothing in this Indenture or in the
--------------------------------------                                      
Securities, expressed or implied, shall give or be construed to give to any
Person, other than the parties hereto and the Holders, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition or provision herein contained, all its covenants, conditions
and provisions being for the sole benefit of the parties hereto and the Holders.

          SECTION 2.11.  COMPUTATION OF INTEREST.  Except as otherwise specified
                         -----------------------                                
as contemplated by Section 2.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

          SECTION 2.12.  AUTHENTICATING AGENTS.  The Trustee shall, if requested
                         ---------------------                                  
pursuant to a Company Request, promptly appoint an agent or agents of the
Trustee who shall have authority to authenticate Securities of any series in the
name and on behalf of the Trustee. Such appointment by the Trustee shall be
evidenced by a certificate executed by a Responsible Officer of the Trustee
delivered to the Company prior to the effectiveness of such appointment
designating such agent or agents and stating that all appropriate corporate
action has been taken by the Trustee in connection with such appointment.
Wherever reference is made in this Indenture to the authentication of Securities
by the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication on behalf of the Trustee by an
authenticating agent and a certificate of authentication executed on behalf of
the Trustee by an authenticating agent.

          Any such authenticating agent shall be an agent acceptable to the
Company and shall at all times be a corporation which is organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to act as authenticating agent, having a combined
capital and surplus of at least $1,000,000, and subject to supervision or
examination by federal or state authority.
<PAGE>
 
          An authenticating agent may at any time resign with respect to one or
more series of Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an
authenticating agent with respect to one or more series of Securities by giving
written notice of termination to such authenticating agent and to the Company.
Upon receiving such notice of resignation or upon such termination, or in case
at any time an authenticating agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee promptly may appoint a
successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.

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

          The provisions of Sections 7.03, 7.04 and 7.05 shall be applicable to
any authenticating agent.

          Pursuant to each appointment of an authenticating agent made under
this Section, the Securities of each series covered by such appointment may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in substantially the following form:

                  (ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF
                                AUTHENTICATION)

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

                              THE BANK OF NEW YORK,
                              as Trustee



                              By_________________________________
                                     Authenticating Agent


                              By_________________________________
                                     Authorized Signatory


          SECTION 2.13.  COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS.  If any
                         --------------------------------------------         
unregistered Securities are to be issued in any series of Securities, the
Company shall use reasonable efforts to provide for arrangements and procedures
designed pursuant to then applicable laws and regulations, if any, to ensure
that such unregistered Securities are sold or resold, exchanged, transferred and
paid only in compliance with such laws and regulations and without adverse
consequences to the Company, the Holders and the Trustee.
<PAGE>
 
          SECTION 2.14.  MEDIUM-TERM SECURITIES.  Notwithstanding any contrary
                         ----------------------                               
provision herein, if all Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Company Direction,
Officers' Certificate, supplemental indenture or Opinion of Counsel otherwise
required pursuant to Sections 2.01, 2.03, 2.04, 2.07 and Section 14.05 at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued; provided that any subsequent
direction by the Company to the Trustee to authenticate Securities of such
series upon original issuance shall constitute a representation and warranty by
the Company that as of the date of such direction, the statements made in the
Officers' Certificate or supplemental indenture delivered pursuant to Section
2.01 shall be true and correct as if made on such date.

          An Officers' Certificate or supplemental indenture, delivered pursuant
to this Section 2.14 in the circumstances set forth in the preceding paragraph,
may provide that Securities which are the subject thereof will be authenticated
and delivered by the Trustee on original issue from time to time upon the
telephonic or written order of Persons designated in such Officers' Certificate
or supplemental indenture (telephonic instructions to be promptly confirmed in
writing by such Person) and that such Persons are authorized to determine,
consistent with such Officers' Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities as are specified in such
Officers' Certificate or supplemental indenture.

          SECTION 2.15.  CUSIP NUMBERS.  The Company in issuing the Securities
                         -------------                                        
of any series may use "CUSIP" numbers (if then generally in use), and, if so,
the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience
to Holders; provided that any such notice may state that no representation is
            --------                                                         
made as to the correctness of such numbers either as printed on such Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other indemnification numbers printed on such Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers.  The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.


                                 ARTICLE THREE

                    REDEMPTION OF SECURITIES - SINKING FUND

          SECTION 3.01.  APPLICABILITY OF ARTICLE.  The Company may become
                         ------------------------                          
obligated, or reserve the right, to redeem and pay, prior to Stated Maturity,
all or any part of the Securities of any series, either by optional redemption,
Sinking Fund or otherwise, by provision therefor in the instrument establishing
such series of Securities pursuant to Section 2.01 or in the Securities of such
series. Redemption of any series shall be made in accordance with the terms of
such Securities and to the extent that this Article does not conflict with such
terms, in accordance with this Article.

          SECTION 3.02.  NOTICE OF REDEMPTION; SELECTION OF SECURITIES.  In
                         ----------------------------------------------     
case the Company shall be obligated, or shall exercise the right, to redeem
Securities as provided for in the first sentence of Section 3.01, it shall fix a
date for redemption (unless, by the terms of the instrument establishing such
series of Securities or the terms of such Securities, such date is
<PAGE>
 
fixed) and the Company, or, upon a Company Request the Trustee, in the name of
and at the expense of the Company, shall give notice of such redemption to the
Holders of the Securities to be redeemed as a whole or in part, with respect to
registered Securities, by mailing a notice of such redemption not less than 30
nor more than 60 days prior to the date fixed for redemption to their last
addresses as they shall appear upon the Security Register and, with respect to
unregistered Securities, by publishing in an Authorized Newspaper notice of such
redemption on two separate days, each of which is not less than 30 nor more than
the 60 days prior to the date fixed for redemption. Any notice which is mailed
or published, as the case may be, in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
actually receives such notice. In any case, failure duly to give notice by mail,
or any defect in the notice, to the Holder of any registered Security of any
series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security of such
series.

          In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impractical to mail notice of any event to Holders of
registered Securities when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

          Each such notice of redemption shall specify the designation of the
series of the Securities to be redeemed (including CUSIP numbers), the date
fixed for redemption and the redemption price at which Securities are to be
redeemed, and shall state that payment of the redemption price of the Securities
or portions thereof to be redeemed will be made at the offices or agencies to be
maintained by the Company in accordance with the provisions of Section 4.03 upon
presentation and surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in such notice, and that, on and
after such date, interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Securities of any series are to be
redeemed, the notice to the Holders of Securities to be redeemed shall specify
the Securities to be redeemed. In case any Security is to be redeemed in part
only, such notice shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date, upon surrender
of such Security, a new Security or Securities of the same series in authorized
denominations and in a principal amount at Stated Maturity equal to the
unredeemed portion thereof will be issued.

          If less than all the Securities of like tenor and terms of any series
are to be redeemed, the Company shall give the Trustee written notice, at least
60 days (or such shorter period acceptable to the Trustee) in advance of the
date fixed for redemption, as to the aggregate principal amount at Stated
Maturity of Securities of such series to be redeemed, which shall be an integral
multiple of the minimum authorized denomination of such series, and thereupon
the Trustee shall select, in such manner as it shall deem appropriate and fair,
the Securities of such series to be redeemed in whole or in part and shall
thereafter promptly notify the Company in writing of the numbers of the
Securities so to be redeemed and, in the case of Securities to be redeemed in
part only, the principal amount at Stated Maturity so to be redeemed. If less
than all the Securities of unlike tenor and terms of a series are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Company, and the Company shall notify the Trustee in writing thereof at least 45
days before the relevant redemption date.
<PAGE>
 
          SECTION 3.03.  WHEN SECURITIES CALLED FOR REDEMPTION BECOME DUE AND
                         ----------------------------------------------------
PAYABLE.  If the giving of notice of redemption shall have been completed as
--------                                                                     
provided in Section 3.02, the Securities or portions of Securities specified in
such notice shall become due and payable on the date and at the place stated in
such notice at the applicable redemption price, together with interest accrued
to the date fixed for redemption, and on and after such date fixed for
redemption (unless the Company shall default in the payment of such Securities
at the redemption price, together with interest accrued to the date fixed for
redemption) interest on the Securities or portions of Securities so called for
redemption shall cease to accrue.  On presentation and surrender of such
Securities on or after the date fixed for redemption at the place of payment
specified in such notice, such Securities shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued to
the date fixed for redemption; provided, however, that installments of interest
becoming due on the date fixed for redemption on Securities which are in
registered form shall be payable to the Holders of such Securities or of one or
more previous such Securities evidencing all or a portion of the same debt as
that evidenced by such particular Securities, registered as such on the relevant
Record Dates according to their terms and the provisions of Section 2.04.

          Upon presentation of any Security which is redeemed in part only, the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the Holder of such Security, at the expense of the Company, a new
Security or Securities of the same series in authorized denominations and in a
principal amount at Stated Maturity equal to the unredeemed portion of the
Security so presented.

          SECTION 3.04.  SINKING FUND .  In the event that the instrument
                         ------------                                    
establishing the terms of a particular series shall provide for a Sinking Fund,
the Company covenants that as and for a Sinking Fund for the redemption of
Securities of such series, so long as any of the Securities of such series are
Outstanding:

          (a)  It will pay to the Trustee or to a paying agent (or, if the
     Company is acting as its own paying agent, segregate and hold in trust as
     provided in Section 4.05) on or before each date set forth as a Sinking
     Fund payment date in the instrument establishing such series, a sum in cash
     sufficient to retire on each such date, at the Sinking Fund redemption
     price provided for in such instrument and upon the conditions, if any,
     applicable thereto as specified in such instrument, the principal amount of
     such Securities as specified in such instrument.  Each such date is herein
     called a "Sinking Fund payment date", and each sum payable as provided in
     this paragraph (a) is herein called a "mandatory Sinking Fund payment".

          (b)  If the instrument establishing any series of Securities so
     provides, the Company may elect to pay to the Trustee or to a paying agent
     (or, if the Company is acting as its own paying agent, segregate and hold
     in trust as provided in Section 4.05) on or before any Sinking Fund payment
     date with respect to a particular series of Securities, an additional sum
     in cash sufficient to retire on such Sinking Fund payment date, at the
     Sinking Fund redemption price, up to any additional principal amount of
     Securities set forth in such instrument.  Any sum payable as provided in
     this paragraph (b) is herein called an "optional Sinking Fund payment".
     Any such election by the Company shall be evidenced
<PAGE>
 
     by an Officers' Certificate (which shall conform to Section 14.05),
     delivered to the Trustee not later than 60 days (or such shorter period
     acceptable to the Trustee) preceding such Sinking Fund payment date, which
     Officers' Certificate shall set forth the amount of the optional Sinking
     Fund payment which the Company then elects to pay. The Company's election,
     so evidenced, shall be irrevocable and the Company shall, upon delivery of
     such Officers' Certificate to the Trustee, become bound to pay or segregate
     and hold in trust as aforesaid on or before such Sinking Fund payment date
     the amount specified in such Officers' Certificate. Unless otherwise
     provided in the instrument establishing such series, any such right to make
     an optional Sinking Fund payment shall be noncumulative and shall in no
     event relieve the Company of its obligation set forth in paragraph (a) of
     this Section 3.04.

          All moneys paid or segregated and held in trust pursuant to this
Section 3.04 shall be applied on the Sinking Fund payment date in respect of
which such payment or segregation was made, to the redemption of Securities as
provided in this Article Three.

          SECTION 3.05.  USE OF ACQUIRED SECURITIES TO SATISFY SINKING FUND
                         --------------------------------------------------
OBLIGATION.  In lieu of making all or any Sinking Fund payment in cash as may
----------                                                                    
be required by Section 3.04(a), the Company may, not later than 60 days (or such
shorter period acceptable to the Trustee) preceding any applicable Sinking Fund
payment date relating to a particular series of Securities, deliver to the
Trustee for cancellation Securities of such series theretofore acquired by the
Company (otherwise than through the use of Sinking Fund moneys pursuant to
Section 3.07) and not theretofore made the basis for the reduction of any
Sinking Fund payment with respect to such series, accompanied by an Officers'
Certificate (which shall conform to Section 14.05) stating the Company's
election to use such Securities to reduce the amount of such Sinking Fund
payment with respect to such series (specifying the amount of the reduction of
each such payment) and certifying that such Securities have not theretofore been
made the basis for a reduction of any Sinking Fund payment with respect to such
series.  Securities so delivered shall be credited against the Sinking Fund
payment due on such Sinking Fund payment date at the Sinking Fund redemption
price thereof.

          SECTION 3.06.  EFFECT OF FAILURE TO DELIVER OFFICERS' CERTIFICATE OR
                         -----------------------------------------------------
SECURITIES.  In case of a failure of the Company, at or before the time
----------                                                              
provided in Section 3.05, to deliver an Officers' Certificate, together with any
Securities of the particular series required by Section 3.05, the Company shall
not be permitted to make any such reduction of the amount of the Sinking Fund
payment with respect to such series payable on such Sinking Fund payment date.

          SECTION 3.07.  MANNER OF REDEEMING SECURITIES.  The Securities of any
                         ------------------------------                        
series to be redeemed from time to time through the operation of any Sinking
Fund relating to such series, as in Section 3.04 provided, shall be selected by
the Trustee for redemption in the manner provided in Section 3.02 and notice
thereof shall be given by the Trustee to the Company, and the Company hereby
irrevocably authorizes the Trustee, in the name of and at the expense of the
Company, to give notice on behalf of the Company of the redemption of such
Securities, all in the manner and with the effect in this Article Three
specified, except that, in addition to the matters required to be included in
such notice by Section 3.02, such notice shall also state that the Securities
therein designated for redemption are to be redeemed through operation of such
<PAGE>
 
Sinking Fund.  Such Securities shall be so redeemed and paid in accordance with
such notice in the manner and with the effect provided in Sections 3.02 and
3.03.

          Notwithstanding the foregoing, if at any time the amount of cash to be
paid into any Sinking Fund with respect to a particular series of Securities on
any next succeeding Sinking Fund payment date for such series, together with any
unused balance of any preceding Sinking Fund payment or payments with respect to
such series which shall not, in any case, include funds held by the Trustee for
Securities of such series which previously have been called for redemption,
shall not exceed in the aggregate $100,000, the Trustee, unless requested by the
Company, shall not select Securities for or give notice of the redemption of
Securities through the operation of the Sinking Fund with respect to such series
on the next succeeding Sinking Fund payment date.  Such unused balance of moneys
deposited in the Sinking Fund with respect to a particular series of Securities
shall be added to the next Sinking Fund payment for such series to be made in
cash or, at the request of the Company, shall be applied at any time or from
time to time to the purchase of Securities of such series, by public or private
purchase, in the open market or otherwise.

          SECTION 3.08.  SINKING FUND MONEYS TO BE HELD AS SECURITY DURING
                         -------------------------------------------------
CONTINUANCE OF EVENT OF DEFAULT; EXCEPTIONS.  Unless all Securities of any
--------------------------------------------                               
series then Outstanding are to be redeemed, neither the Trustee nor any paying
agent shall redeem any Securities of such series with Sinking Fund moneys if a
Responsible Officer of the Trustee or such paying agent at the time shall have
actual knowledge of the continuance of any Event of Default with respect to such
series, except that where the mailing or publication of notice of redemption of
any such Securities shall theretofore have been made, the Trustee or any paying
agent, if sufficient funds shall have been deposited with it for such purpose,
shall redeem such Securities.  However, the Company itself shall not redeem any
such Securities with Sinking Fund moneys during the continuance of any Event of
Default with respect to such series.  The Trustee shall not mail or publish any
notice of redemption if a Responsible Officer of the Trustee at the time shall
have actual knowledge of the continuance of any Event of Default with respect to
such series.  Except as aforesaid, any moneys in the Sinking Fund with respect
to such series at such time and any moneys thereafter paid into the Sinking Fund
shall during such continuance be held as security for the payment of all
Securities of that series; provided, however, that in case such Event of Default
with respect to such series shall have been waived as permitted by this
Indenture or otherwise cured, such moneys shall thereafter be held and applied
in accordance with the provisions of this Article Three.
<PAGE>
 
                                 ARTICLE FOUR
                                        
                      PARTICULAR COVENANTS OF THE COMPANY

          SECTION 4.01.  EXISTENCE.  Subject to Article XI, the Company will do
                         ---------                                             
or cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

          SECTION 4.02.  PAYMENTS OF PRINCIPAL OF (AND PREMIUM, IF ANY) AND
                         --------------------------------------------------
INTEREST, IF ANY, ON SECURITIES.  The Company will duly and punctually pay or
-------------------------------                                               
cause to be paid the principal of (and premium, if any) and interest, if any, on
Securities of each series at the place, at the time or times and in the manner
provided in the instrument establishing such series and in the Securities of
such series.  The interest on the Securities, if any, shall be payable (subject
to the provisions of Section 2.04) only to or upon the written order of the
Holders thereof or, in the case of unregistered Securities with Coupons, the
Holders of Coupons relating thereto.  Any installment of interest on registered
Securities of any series may at the Company's option be paid by mailing checks
for such interest payable to or upon the written order of the Person entitled
thereto pursuant to Section 2.04 to the address of such Person as it appears on
the Security Register or by wire transfer to an account designated in writing by
such Person at least 15 days prior to the relevant payment date.

          SECTION 4.03.  MAINTENANCE OF OFFICES OR AGENCIES FOR REGISTRATION OF
                         ------------------------------------------------------
TRANSFER, EXCHANGE AND PAYMENT OF SECURITIES.  As long as any of the Securities
---------------------------------------------                                   
of any series remain Outstanding, the Company will maintain one or more offices
or agencies in St. Louis, Missouri or New York, New York, or at such other
locations as the Company may from time to time designate for any series of
Securities, where such Securities may be presented for registration of transfer
and exchange as in this Indenture provided, where such Securities may be
presented for payment and where notices and demands to or upon the Company in
respect of such Securities or of this Indenture may be served.  The Trustee
shall be the agent of the Company in the city in which the Corporate Trust
Office is located for all of the foregoing purposes unless the Company shall
designate and maintain some other office and agency for such purposes and give
the Trustee written notice of the location thereof.  The Company will give to
the Trustee notice of the location of each such office or agency and of any
change of location thereof.

          SECTION 4.04.  APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF
                         ----------------------------------------------
TRUSTEE.  The Company, whenever necessary to avoid or fill a vacancy in the
-------                                                                    
office of Trustee for any one or more series of Securities, will appoint, in the
manner provided in Section 7.11, a Trustee, so that there shall at all times be
a Trustee with respect to each series of Securities hereunder.

          SECTION 4.05.  DUTIES AND RIGHTS OF PAYING AGENTS; COMPANY AS PAYING
                         -----------------------------------------------------
AGENT.  (a)  The Company shall cause each paying agent, if any, other than the
------                                                                         
Trustee, for any series of Securities, to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 4.05, that such agent will:
<PAGE>
 
          (1)  hold all sums held by it as such agent for the payment of the
     principal of (and premium, if any) or interest on the Securities of such
     series (whether such sums have been paid to it by the Company or by any
     other obligor on the Securities of such series) in trust for the benefit of
     the Holders of the Securities of such series;

          (2)  give the Trustee notice of any default by the Company (or by any
     other obligor on the Securities of such series) in making any payment of
     the principal of (or premium, if any) or interest on the Securities of such
     series when the same shall be due and payable; and

          (3)  at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held by it as such agent.

          Whenever the Company shall have one or more paying agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on Securities of such series, deposit with
such paying agent or agents a sum sufficient to pay such principal (and premium,
if any) or interest on such Securities so becoming due.

          (b)  If the Company shall act as its own paying agent for any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on the Securities of such series, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such series a sum sufficient to pay such principal (and premium, if any) or
interest on such Securities so becoming due. The Company will promptly notify
the Trustee of any failure by the Company to take such action or the failure by
any other obligor on the Securities of such series to make any payment of the
principal of (or premium, if any) or interest on the Securities of such series
when the same shall be due and payable.

          (c)  Anything in this Section 4.05 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder,
as required by this Section 4.05, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
paying agent.

          (d)  Anything in this Section 4.05 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.05 is subject
to the provisions of Sections 12.04 and 12.05.

          SECTION 4.06.  LIMITATION ON LIENS.  Subject to the provisions of
                         -------------------                                
Article Twelve (to the extent they are applicable to the Securities of any
series), the Company will not, nor will the Company permit any Restricted
Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (hereinafter, "Debt")
secured by a mortgage, security interest, lien, pledge or other encumbrance
(hereinafter, "liens") upon any Principal Property or upon any shares of stock
or indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares of stock or indebtedness are now owned or hereafter acquired) without in
any such case effectively providing concurrently with such
<PAGE>
 
issuance, assumption, or guarantee that the Securities (together with, if the
Company so determines, any other indebtedness or obligation then existing and
any other indebtedness or obligation, thereafter created, ranking equally with
the Securities) shall be secured equally and ratably with (or prior to) such
Debt so long as such Debt shall be so secured, except that the foregoing
provisions shall not apply to:

          (a) Liens affecting property of a corporation, association or other
     business entity existing at the time it becomes a Subsidiary or at the time
     it is merged into or consolidated with or purchased by the Company or a
     Subsidiary;

          (b) Liens existing at the time of acquisition of the property affected
     thereby or incurred to secure payment of all or part of the purchase price
     of such property or to secure Debt incurred prior to, at the time of or
     within 180 days after the acquisition of such property for the purpose of
     financing all or part of the purchase price thereof (provided such liens
     are limited to such property and improvements thereon);

          (c) Liens placed within 180 days of completion of construction of
     property, plants or facilities to secure all or part of the cost of
     construction of such property, plants or facilities, or to secure Debt
     incurred to provide funds for any such purpose;

          (d) Liens which secure indebtedness owing by a Restricted Subsidiary
     to the Company or to another Restricted Subsidiary;

          (e) Liens existing on the date of this Indenture;

          (f) Liens arising by reason of mortgages on property owned or leased
     by the Company or a Restricted Subsidiary in favor of the United States of
     America or any State thereof, or any department, agency or instrumentality
     or political subdivision of the United States of America or any State
     thereof, or in favor of any other country or any political subdivision
     thereof, or in favor of holders of securities issued by any such entity,
     pursuant to any contract or statute (including, without limitation,
     mortgages or liens to secure pollution control or industrial revenue bonds
     or similar financings) or to secure any indebtedness incurred or guaranteed
     for the purpose of financing all or any part of the purchase price or the
     cost of construction of the property subject to such mortgages;

          (g) Mechanics', materialmen's, carriers', workmen's, vendors' or other
     like liens, arising in the ordinary course of business in respect of
     obligations which are not past due or which are being contested in good
     faith;

          (h) Liens arising by reason of any deposit with, or the giving of any
     form of security to (i) any surety company or clerk of any court, or in
     escrow, as collateral in connection with, or in lieu of, any bond or appeal
     from any judgment or decree against the Company or a Restricted Subsidiary,
     or in connection with other proceedings or actions at law or in equity by
     or against the Company or a Restricted Subsidiary, or (ii) any government
     or governmental department, agency
<PAGE>
 
     or instrumentality, which deposit or security is required or permitted to
     qualify the Company or a Restricted Subsidiary to conduct business (or
     perform any contract with such entities), to maintain self-insurance, or to
     obtain the benefit of, or comply with, any law pertaining to workers'
     compensation, unemployment insurance, old age pensions, social security, or
     similar matters;

          (i) Liens existing on property acquired by the Company or a Restricted
     Subsidiary through the exercise of rights arising out of defaults on
     receivables acquired in the ordinary course of business;

          (j) Liens for judgments or awards, so long as the finality of any such
     judgment or award is being contested in good faith and execution thereon is
     stayed;

          (k) Liens for taxes or assessments or governmental charges or levies
     not yet past due or delinquent or which can thereafter be paid without
     penalty, or which are being contested in good faith by appropriate
     proceedings and for which adequate reserves have been established, if
     appropriate; and any other liens of a nature substantially similar to those
     described in this clause (k) which do not materially impair the use of such
     property in the operation of the business of the Company and its Restricted
     Subsidiaries taken as a whole or the value of such property for the
     purposes of such business;

          (l) Liens on receivables and general intangibles securing capitalized
     lease obligations incurred by the Company or any Restricted Subsidiary; or

          (m) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any lien referred to in
     the foregoing clauses (a) to (l) inclusive or of any Debt secured thereby,
     provided that the principal amount of Debt secured thereby shall not exceed
     the principal amount of Debt so secured at the time of such extension,
     renewal or replacement, and that such extended, renewed or replacement lien
     shall be limited to all or part of the same property which secured the lien
     extended, renewed or replaced (plus improvements on such property).

          The covenant contained in this Section will be subject to the
provision for exempted indebtedness in Section 4.08.

          SECTION 4.07.  LIMITATION ON SALE AND LEASE-BACK.  Subject to the
                         ----------------------------------                 
provisions of Article Twelve (to the extent they are applicable to the
Securities of any series), the Company will not, nor will it permit any
Restricted Subsidiary to, enter into any arrangement with any Person providing
for the leasing by the Company or any Restricted Subsidiary of any Principal
Property, which Principal Property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person (whether such Principal
Property is now owned or hereafter acquired), except for (i) temporary leases
for a term, including any renewal, of not more than three years, (ii) leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries and (iii) leases entered into within 180 days after the completion
of construction and commencement of full operation of a Principal Property
(hereinafter, a "Sale
<PAGE>
 
and Lease Back Transaction"), unless either (a) the Company or such Restricted
Subsidiary would be entitled, in accordance with the provisions of Section 4.06
(other than provisions with respect to exempted indebtedness), to incur Debt
secured by a lien on such property without equally and ratably securing the
Securities, or (b) the Company within 180 days after the effective date of the
Sale and Lease-Back Transaction applies an amount equal to the Value of such
transaction to the voluntary retirement of its Funded Debt. For the purposes of
this Article, "Value" shall mean an amount equal to the greater of the net
proceeds of the sale or transfer of the property leased pursuant to such Sale
and Lease-Back Transaction, or the fair value in the opinion of the Board of
Directors of the leased property at the time of entering into such Sale and
Lease-Back Transaction. For the purposes of this Article, "Funded Debt" shall
mean indebtedness (including Securities) maturing by the terms thereof more than
one year after the original creation thereof.

          The covenant contained in this Section will be subject  to the
provision for exempted indebtedness in Section 4.08.

          SECTION 4.08.  EXEMPTED INDEBTEDNESS.  Notwithstanding the provisions
                         ---------------------                                  
contained in Sections 4.06 and 4.07, the Company and its Restricted Subsidiaries
may issue, assume, suffer to exist or guarantee Debt which would otherwise be
subject to the limitation of Section 4.06, without securing the Securities, or
may enter into Sale and Lease-Back Transactions which would otherwise be subject
to the limitation of Section 4.07, without retiring Funded Debt, or enter into a
combination of such transactions, if the sum of (i) the principal amount of all
such Debt incurred after the date hereof, and which would otherwise be or have
been prohibited by the limitations of Section 4.06 or 4.07 and (ii) the
aggregate Value of all such Sale and Lease-Back Transactions after the date
hereof does not at any such time exceed 15% of the Consolidated Net Tangible
Assets.

          SECTION 4.09.  ANNUAL CERTIFICATE OF COMPLIANCE.  On or before April
                         ---------------------------------                     
30 in each year (commencing April 30, 1999), the Company will furnish the
Trustee with an officers' certificate (executed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the Company and by the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer of the Company), covering the period during the preceding
year that any Securities were Outstanding, certifying that after reasonable
investigation and inquiry the Company has complied with all conditions and
covenants contained in this Indenture or, if such is not the case, setting forth
with reasonable particularity the circumstances of any failure so to comply and
the steps taken or proposed to be taken to eliminate such failure.  Such
determination shall be made without regard to periods of grace or notice
requirements.

          SECTION 4.10.  FURTHER INSTRUMENTS AND ACTS.  The Company will, upon
                         ----------------------------                          
request of the Trustee, execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to carry out more
effectually the purposes of this Indenture, including Sections 4.06 and 4.07.

          SECTION 4.11.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.  The Company
                         --------------------------------------              
shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Securities as of the end of
such  year and (ii) such other specific information relating
<PAGE>
 
to such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.

                                 ARTICLE FIVE

           HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

          SECTION 5.01.  COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
                         ------------------------------------------------------
ADDRESSES OF HOLDERS.  The Company will furnish or cause to be furnished to the
--------------------                                                            
Trustee:

          (1)  semi-annually, not later than January 1 and July 1 in each year,
     a list, in such form as the Trustee may reasonably require, of the names
     and addresses of the Holders of registered Securities of each series as of
     the preceding December 15 or June 15, as the case may be; and

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

provided, however, that so long as the Trustee shall be the Security Registrar
--------  -------                                                             
for any series and all of the Securities of such series are registered
Securities, no such list shall be required to be furnished with respect to such
series.

          SECTION 5.02.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
                         ------------------------------------------------------
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
registered Securities of each series (i) contained in the most recent list
furnished to it as provided in Section 5.01, (ii) received by it in the capacity
of Security Registrar for such series, if so acting, and (iii) filed with it
within the two preceding years pursuant to Section 5.04 (c)(ii).  The Trustee
may destroy any list furnished to it with respect to Securities of any Series as
provided in Section 5.01 upon receipt of a new list with respect to such series
so furnished.

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

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 5.02(a), or

          (ii) inform such applicants as to the approximate number of Holders
     of registered Securities of such series or of all registered Securities, as
     the case may
<PAGE>
 
     be, whose names and addresses appear in the information preserved at the
     time by the Trustee in accordance with Section 5.02(a), and as to the
     approximate cost of mailing to such Holders the form of proxy or other
     communication, if any, specified in such application.

          If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of registered Securities of such series or to
each Holder of registered Securities of all series, as the case may be, whose
name and address shall appear in the information preserved at the time by the
Trustee in accordance with Section 5.02(a), a copy of the form of proxy or other
communication which is specified in such request with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material proposed to be mailed,
a written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of registered
Securities of such series or of all series, as the case may be, or would be in
violation of applicable law.  Such written statement shall specify the basis of
such opinion.  If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

          (c)  Every Holder of the Securities and the Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of the Company or the Trustee shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders in accordance with Section 5.02(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 5.02(b).

          SECTION 5.03.  REPORTS BY COMPANY.  The Company shall:
                         ------------------                      

          (a)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, as amended; or if the Company is not
     required to file information, documents or reports pursuant to either of
     such sections, then it shall file with the Trustee and the Commission, in
     accordance with rules and regulations prescribed from time to time by the
     Commission, such of the supplementary and periodic information, documents
     and reports which may be required pursuant to Section 13 of the Securities
     Exchange Act of 1934, as amended, in respect of a debt
<PAGE>
 
     security listed and registered on a national securities exchange as may be
     prescribed from time to time in such rules and regulations;

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

          (c)  transmit by mail to all Holders, within 30 days after the filing
     thereof with the Trustee, in the manner and to the extent provided in
     Section 5.04, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to clauses (1) and (2) of this
     Section as may be required by rules and regulations prescribed from time to
     time by the Commission.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          SECTION 5.04.  REPORTS BY TRUSTEE.  (a) The Trustee shall transmit to
                         ------------------                                     
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.  If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after each April 15
following the date of this Indenture deliver to Holders a brief report, dated as
of such April 15, which complies with the provisions of such Section 313(a).

          (b)  The Trustee shall comply with Sections 313(b) and 313(c) of the
Trust Indenture Act.

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


                                  ARTICLE SIX
                                        
                                   REMEDIES

          SECTION 6.01.  EVENTS OF DEFAULT.  "Event of Default," wherever used
                         -----------------                                     
herein with respect to the Securities of any series, means any one of the
following events which shall have occurred and be continuing (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
<PAGE>
 
          (1)  default in the payment of any interest upon any of the Securities
     of such series when and as the same shall become due and payable, and
     continuance of such default for a period of 30 days;

          (2)  default in the payment of all or any part of the principal of (or
     premium, if any, on) any of the Securities of such series at its Maturity;

          (3)  default in the deposit of any sinking fund or analogous payment
     for the benefit of the Securities of such series when and as the same shall
     become due and payable;

          (4)  default in the performance, or breach, of any covenant or
     warranty of the Company in the Securities of such series or in this
     Indenture (other than a covenant or warranty a default in whose performance
     or whose breach is elsewhere in this Section specifically provided for or
     which has expressly been included in this Indenture solely for the benefit
     of the Securities of other series), and continuance of such default or
     breach for a period of 90 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of not less than 25% in aggregate principal amount
     of the Securities of all series then Outstanding affected thereby a written
     notice specifying such default or breach, requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder;

          (5)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Bankruptcy Law or (B) a decree or order
     adjudging the Company a bankrupt or insolvent, or appointing a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official of the Company or of all or substantially all of its property, or
     ordering the winding up or liquidation of its affairs, and the continuance
     of any such decree or order for relief or any such other decree or order
     unstated and in effect for a period of 90 consecutive days;

          (6)  the commencement by the Company of a voluntary case or proceeding
     under any applicable Bankruptcy Law or the consent by it to the entry of a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Bankruptcy Law, or the consent by it to
     the appointment of or the taking of possession by a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Company or of all or substantially all of its property, or the making
     by the Company of a general assignment for the benefit of creditors;

          (7)  default under any indenture or instrument that evidences or under
     which the Company or any Restricted Subsidiary has at the date of this
     Indenture or shall hereafter have outstanding any indebtedness for money
     borrowed having unpaid principal at the time of such default in excess of
     the greater of $15,000,000 or 5% of the Consolidated Net Worth of the
     Company, shall occur and be continuing and such indebtedness shall have
     been accelerated, by action of the holder or holders thereof or any Person
     duly acting on their behalf, so that the same shall be or become due and
     payable
<PAGE>
 
     prior to the date on which the same would otherwise have become due
     and payable; provided, however, that such acceleration shall not have been
     rescinded or annulled; and provided, further, that if such default under
     such indenture or instrument shall be remedied or cured by the Company or
     waived by the holders of such indebtedness, then the Event of Default
     hereunder by reason thereof shall be deemed likewise to have been thereupon
     remedied, cured or waived without further action upon the part of either
     the Trustee or any of the Holders; or

          (8)  any other Event of Default provided in or pursuant to the
     supplemental indenture or Officers' Certificate establishing the terms of
     such series of Securities as provided in Section 2.01 or in the form or
     forms of Security for such series.

          SECTION 6.02.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.  If
                         --------------------------------------------------     
an Event of Default described in Section 6.01 shall have occurred and be
continuing with respect to the Securities of any series, then, and in each and
every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities of such series
then Outstanding, by notice in writing to the Company (and to the Trustee if
given by such Holders), may declare the entire principal of (and premium, if
any, on) all the Securities of such series then Outstanding and the interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable.

          The preceding paragraph is subject, however, to the condition that if,
at any time after the principal of the Securities of one or more series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of such series and the principal of (and premium, if any, on) all the Securities
of such series which shall have become due otherwise than by acceleration (with
interest upon such principal and premium and, to the extent that payment of such
interest shall be enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest (or at the yield to Stated
Maturity, in the case of Original Issue Discount Securities) specified in the
Securities of such series, to the date of such payment or deposit) and such
additional amount as shall be sufficient to cover the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
except as a result of negligence or bad faith, and if any and all Events of
Default under this Indenture with respect to such series, other than the
nonpayment of the principal of (and premium, if any, on) the Securities of such
series which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein -- then, and in each and every
such case, the Holders of a majority in aggregate principal amount of all the
Securities of such affected series then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults or breaches with respect to
such series and rescind and annul such declaration and its consequences, but no
such waiver, rescission and annulment shall extend to or shall affect any
subsequent default or breach or shall impair any right consequent thereon.

          For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration shall have been rescinded and
annulled, the principal amount of such Original Issue Discount Securities
<PAGE>
 
shall be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such declaration; and payment
of the portion of the principal thereof as shall have become due and payable as
a result of such declaration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

          SECTION 6.03.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                         -------------------------------------------------------
TRUSTEE.  The Company covenants that if:
-------                                 

          (1)  default shall be made in the payment of any interest on any of
     the Securities of any series when and as such interest shall become due and
     payable, and such default shall have continued for a period of 30 days, or

          (2)  default shall be made in the payment of the principal of (or
     premium, if any, on) any of the Securities of any series when the same
     shall have become due and payable, whether at the Stated Maturity thereof
     or otherwise,

the Company shall, upon demand of the Trustee, pay to or deposit with the
Trustee, for the benefit of the Holders of the Securities of such series, the
whole amount then due and payable on such Securities, including all Coupons
appertaining thereto, for principal (and premium, if any) and interest (with
interest to the date of such payment upon overdue principal and premium and, to
the extent that payment of such interest shall be enforceable under applicable
law, on overdue installments of interest at the same rate as the rate of
interest (or at the yield to Stated Maturity, in the case of Original Issue
Discount Securities) specified in the Securities of such series to the date of
such payment or deposit); and, in addition thereto, such additional 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, except those incurred as a result of any such person's
negligence or bad faith.

          Until such demand shall be made by the Trustee, the Company may pay
the principal of (and premium, if any) and interest on the Securities of such
series to the Holders of such Series.

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

          If an Event of Default with respect to the Securities of any series
shall occur and be continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of the Securities
of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.
<PAGE>
 
          SECTION 6.04.  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the
                         --------------------------------                 
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities of
any series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise:

          (i)  to file and prove a claim for the whole amount of the principal
     (and premium, if any) and interest (or if the Securities of any series are
     Original Issue Discount Securities, such portion of the principal amount as
     may be specified in the terms of such series) owing and unpaid in respect
     of the Securities of each series, and to file such other papers or
     documents as may be necessary or advisable in order to have the claims of
     the Trustee (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel, except
     as a result of negligence or bad faith) and of the Holders allowed in such
     judicial proceeding, and

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

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, except as a
result of negligence or bad faith, and any other amounts due the Trustee under
Section 7.07.

          Nothing herein contained shall be deemed to authorize the Trustee,
except in accordance with action taken under Article Nine, to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
of any series or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

          SECTION 6.05.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                         ------------------------------------------------
SECURITIES.  All rights of action and claims under this Indenture, or under the
----------                                                                     
Securities of any series or any Coupons appertaining thereto, may be prosecuted
and enforced by the Trustee without the possession of any of the Securities of
such series or such Coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities and Coupons in respect of which
such judgment has been recovered.

          In any proceedings brought by the Trustee (and also in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities and Coupons appertaining
<PAGE>
 
thereto in respect to which action was taken, and it shall not be necessary to
make any Holders of such Securities or Coupons parties to any such proceedings.

          SECTION 6.06.  APPLICATION OF MONEYS COLLECTED.  Any moneys collected
                         -------------------------------                       
by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by
the Trustee and, in the case of any distribution of such moneys on account of
the principal of (or premium, if any) or interest on the Securities of such
series, upon presentation of the several Securities and Coupons appertaining
thereto in respect of which moneys have been collected and the notation thereon
of such distribution if such principal, premium and interest be only partially
paid or upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee under Section
     7.07;

          SECOND: In case the principal of the Securities of such series shall
     not then be due and payable, to the payment of interest on the Securities
     of such series in the order of the maturity of the installments of such
     interest, with interest (to the extent that such interest has been
     collected by the Trustee) upon the overdue installments of interest at the
     same rate as the rate of interest (or yield to Stated Maturity, in the case
     of Original Issue Discount Securities) specified in such Securities, such
     payments to be made ratably to the Persons entitled thereto, without
     preference or priority;

          THIRD:  In case the principal of the Securities of such series shall
     then be due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such series for principal (and premium,
     if any) and interest, with interest upon overdue principal and premium,
     and, to the extent that such interest has been collected by the Trustee,
     upon overdue installments of interest at the same rate as the rate of
     interest (or yield to Stated Maturity, in the case of Original Issue
     Discount Securities) specified in the Securities of such series; and in
     case such moneys shall be insufficient to pay in full the whole amount so
     due and unpaid upon the Securities of such series, then to the payment of
     such principal, premium and interest, without preference or priority of
     principal or premium over interest, or of interest over principal or
     premium, or of any installment of interest over any other installment of
     interest, or of any Security of such series, ratably to the aggregate of
     such principal, premium and interest; and

          FOURTH: To the Company or any other Person lawfully entitled thereto.

          SECTION 6.07.  LIMITATION ON SUITS.  Subject to Section 6.08, no
                         -------------------                              
Holder of any Security of any series or of any Coupon shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official, or for any other remedy hereunder,
unless:

          (1)  such Holder shall have previously given written notice to the
     Trustee of a continuing Event of Default with respect to the Securities of
     such series;
<PAGE>
 
          (2)  the Holders of not less than 25% in aggregate principal amount of
     the Securities of such series then Outstanding shall have made written
     request to the Trustee to institute such proceeding in its own name as
     Trustee hereunder;

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

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

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

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

          SECTION 6.08.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                         ----------------------------------------------------
PREMIUM AND INTEREST.  Notwithstanding any other provision in this Indenture or
--------------------                                                           
any provision of any Security of any series, the Holder of a Security of any
series or Coupon appertaining thereto shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and interest on such Security or Coupon on or after the respective due dates
expressed in such Security or Coupon or, in the case of redemption, on the date
of redemption, and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired or affected without the consent of such
Holder.

          SECTION 6.09.  RESTORATION OF RIGHTS AND REMEDIES.  In case the
                         ----------------------------------              
Trustee or any Holder shall have proceeded to enforce any right or remedy under
this Indenture and such proceeding shall have been discontinued or abandoned for
any reason, or shall have been determined adversely to the Trustee or to such
Holder, then, and in every such case, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder; and all rights, remedies and powers of the Company, the Trustee and
the Holders shall continue as though no such proceeding had been taken.

          SECTION 6.10.  RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise
                         ------------------------------                      
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities and Coupons in the last paragraph of Section 2.08, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
<PAGE>
 
          SECTION 6.11.  DELAY OR OMISSION NOT WAIVER.  No delay or omission of
                         ----------------------------                          
the Trustee or of any Holder of Securities or Coupons to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

          SECTION 6.12.  CONTROL BY HOLDERS.  The Holders of not less than a
                         ------------------                                 
majority in aggregate principal amount of the Securities of any series affected
then Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series, provided that:
             --------      

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

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

          (3)  subject to Section 7.01, the Trustee need not take any action
     which might involve the Trustee in personal liability or be unduly
     prejudicial to the Holders of the Securities of the affected series not
     joining in the giving of such direction.

          SECTION 6.13.  WAIVER OF PAST DEFAULTS.  Prior to the declaration of
                         -----------------------                              
acceleration of the Maturity of any Securities of any series as provided by
Section 6.02, the Holders of not less than a majority in aggregate principal
amount of the Securities of such series at the time Outstanding with respect to
which a default or breach or an Event of Default shall have occurred and be
continuing may on behalf of the Holders of all of the Securities of such series
waive any past default or breach or Event of Default and its consequences,
except a default or breach or Event of Default in the payment of the principal
of (or premium, if any) or interest on any Security of such series.

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

          SECTION 6.14.  UNDERTAKING FOR COSTS.  All parties to this Indenture
                         ---------------------                                
agree, and each Holder of any Security or Coupon by acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit
<PAGE>
 
instituted by any Holder, or group of Holders, of the Securities of any series
holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such series then Outstanding, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest (including interest evidenced by a Coupon) on any Security on
or after the respective due dates expressed in such Security or Coupon or, in
the case of redemption, on or after the date of redemption.

          SECTION 6.15.  WAIVER OF STAY OR EXTENSION LAWS.  The Company
                         --------------------------------              
covenants (to the fullest extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the fullest extent that it may lawfully
do so) hereby expressly waives all benefit or advantage of any such law and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.


                                 ARTICLE SEVEN

                                  THE TRUSTEE

          SECTION 7.01.  CERTAIN DUTIES AND RESPONSIBILITIES.  The Trustee,
                         -----------------------------------               
prior to the occurrence of an Event of Default with respect to a particular
series of Securities and after the curing or waiving of all Events of Default
which may have occurred with respect to such series, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default with respect to a particular series of Securities has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture relating to such series,
and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

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

          (a)  prior to the occurrence of an Event of Default with respect to a
     particular series of Securities and after the curing or waiving of all
     Events of Default which may have occurred with respect to such series:

               (1)  the duties and obligations of the Trustee shall be
     determined solely by the express provisions of this Indenture, and the
     Trustee shall not be liable except for the performance of such duties and
     obligations as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

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

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

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

          None of the provisions of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any personal financial liability
in the performance of any duties hereunder, or in the exercise of any of its
rights or powers, if there shall be reasonable grounds for believing that
repayment of such funds or adequate security or indemnity against such risk or
liability is not reasonably assured to it.

          SECTION 7.02.  NOTICE OF DEFAULTS.  Within 90 days after the
                         ------------------                           
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall give notice of all defaults with respect to the
Securities of such series actually known to any Responsible Officer of the
Trustee (i) if any unregistered Securities of such series are then Outstanding,
to the Holders thereof by publication at least once in an Authorized Newspaper
in the Borough of Manhattan, The City of New York,(ii) if any unregistered
Securities of such series are then Outstanding, to the Holders thereof who have
filed their names and addresses with the Trustee pursuant to Section 5.04(c)(ii)
by mailing such notice to such Holders at such addresses and (iii) if any
registered Securities of such series are then Outstanding, to the Holders
thereof by mailing such notice to such Holders at their addresses as they shall
appear on the Security Register, unless in each case such defaults shall have
been cured before the mailing or publication of such notice; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any of the Securities of such series, or in the
payment of any sinking fund or analogous payment with respect to the Securities
of such series, the Trustee shall be protected in withholding such notice if and
so long as a Responsible Officer of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders of the
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 6.01(4) with respect to Securities
of such series, no such notice to the Holders shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term
"default" means any event or condition which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series.
<PAGE>
 
          SECTION 7.03.  CERTAIN RIGHTS OF TRUSTEE.  Except as otherwise
                         -------------------------                      
provided in Section 7.01:

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

          (b)  any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by a Company Direction or Company
     Request (unless other evidence in respect thereof is herein specifically
     prescribed); and any resolution of the Board of Directors shall be
     evidenced to the Trustee by a Certified Board Resolution;

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

          (d)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Holders, pursuant to the provisions of this
     Indenture, unless such Holders shall have offered to the Trustee security
     or indemnity reasonably satisfactory to it against the costs, expenses and
     liabilities which may be incurred therein or thereby;

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

          (f)  prior to the occurrence of an Event of Default with respect to
     the Securities of any series and after the curing or waiving of all such
     Events of Default which may have occurred, the Trustee shall not be bound
     to make any investigation into the facts or matters stated in any
     resolution, certificate, statement, instrument, opinion, report, notice,
     request, direction, consent, order, approval or other paper or document,
     unless requested in writing to do so by the Holders of a majority in
     aggregate principal amount of Securities of any series then Outstanding;
     provided, however, that if the payment within a reasonable time to the
     Trustee of the costs, expenses or liabilities likely to be incurred by it
     in the making of such investigation is not, in the opinion of the Trustee,
     reasonably assured to the Trustee by the security afforded to it by the
     terms of this Indenture, the Trustee may require reasonable indemnity
     against such costs, expenses or liabilities as a condition to so
     proceeding; the reasonable expense of every such investigation shall be
     paid by the Company or, if paid by the Trustee, shall be repaid by the
     Company upon demand;
<PAGE>
 
          (g)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     the Trustee hereunder;

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

          (i)  the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder.

          SECTION 7.04.  TRUSTEE NOT LIABLE FOR RECITALS IN INDENTURE OR IN
                         --------------------------------------------------
SECURITIES.  The recitals contained herein and in the Securities, except the
----------                                                                  
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same.  The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Securities of any series.  The Trustee represents that
it is duly authorized to execute and deliver this Indenture and perform its
obligations hereunder.  The Trustee shall not be accountable for the use or
application by the Company of any of the Securities of any series or of the
proceeds thereof.

          SECTION 7.05.  TRUSTEE, PAYING AGENT OR SECURITY REGISTRAR MAY OWN
                         ---------------------------------------------------
SECURITIES.  Subject to Sections 7.09 and 7.14, the Trustee or any paying agent
----------                                                                     
or Security Registrar with respect to any series of Securities, in its
individual or any other capacity, may become the owner or pledgee of Securities
of such series with the same rights it would have if it were not Trustee, paying
agent or Security Registrar with respect to such Securities.

          SECTION 7.06.  MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST.
                         ----------------------------------------------  
Subject to the provisions of Section 12.04 hereof, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.  So long as no Event of Default with respect
to Securities of any series shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time upon a Company
Direction.

          SECTION 7.07.  COMPENSATION AND REIMBURSEMENT.  The Company covenants
                         ------------------------------                        
and agrees:  (a) to pay to the Trustee from time to time, and the Trustee shall
be entitled to, such compensation as shall be agreed in writing from time to
time between the Company and the Trustee for all services rendered by it
hereunder (which shall not be limited by any provisions of law in regard to the
compensation of a trustee of an express trust); (b) except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the
<PAGE>
 
expenses and disbursements of its agents, attorneys and counsel and of all
persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith; and (c) to indemnify each
of the Trustee and any predecessor Trustee for, and to hold it harmless against,
any and all loss, liability, damage, claim or expense including taxes (other
than taxes based on the income of the Trustee) incurred without negligence or
bad faith on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises. If any property
other than cash shall at any time be subject to a lien in favor of the Holders,
the Trustee, if and to the extent authorized by a receivership or bankruptcy
court of competent jurisdiction or by the supplemental instrument subjecting
such property to such lien, shall be entitled to make advances for the purpose
of preserving such property or of discharging tax liens or other prior liens or
encumbrances thereon. The obligations of the Company under this Section 7.07 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of the Indenture.
Such additional indebtedness shall be secured by a lien, prior to that of the
Securities of any series with respect to which the indebtedness arose, upon all
property and funds held or collected by the Trustee, as such, relating to such
series except funds held in Trust for the payment of principal of (and premium,
if any) or interest on Securities of such series. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 6.01(5) or Section 6.01(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are
intended to constitute expenses of administration under any applicable federal
or state bankruptcy, insolvency or other similar law.

          SECTION 7.08.  RIGHT OF TRUSTEE TO RELY ON AN OFFICERS' CERTIFICATE
                         ----------------------------------------------------
WHERE NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED.  Except as otherwise provided
-----------------------------------------------                               
in Section 7.01, whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof is herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

          SECTION 7.09.  DISQUALIFICATION; CONFLICTING INTERESTS.  If the
                         ---------------------------------------         
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

          SECTION 7.10.  CORPORATE TRUSTEE REQUIRED; REQUIREMENTS FOR
                         --------------------------------------------
ELIGIBILITY.  There shall at all times be a Trustee hereunder which shall be
-----------                                                                 
eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority.  If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  Neither the
<PAGE>
 
Company nor any Person directly or indirectly controlling, controlled by or
under common control with the Company shall serve as Trustee. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 7.11.

          SECTION 7.11.  RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
                         --------------------------------------------------
SUCCESSOR.  (a)  No resignation or removal of the Trustee and no appointment of
---------                                                                      
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the Successor Trustee in accordance with the
applicable requirement of Section 7.12.

     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company.  If the
instrument of acceptance by a successor Trustee required by Section 7.12 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the expense of the Company,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     (c)  The Trustee may be removed at any time with respect to the Securities
of any series by the Holders of a majority in aggregate principal amount of the
Securities of such series then Outstanding by written notice delivered to the
Trustee and to the Company.  If the instrument of acceptance by a successor
Trustee required by Section 7.12 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may, at the expense of the Company, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (d)  If, at any time,

          (1)  the Trustee shall fail to comply with Section 7.09(a) with
     respect to the Securities of any series after written request therefor by
     the Company or by any Holder who has been a bona fide Holder of a Security
     of such series for at least six months; or

          (2)  the Trustee shall cease to be eligible under Section 7.10 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder; or

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

then, in any such case (i) the Company by a Certified Board Resolution may
remove the Trustee with respect to all Securities of any or all series, as
appropriate or (ii) subject to Section 6.14, any Holder who has been a bona fide
Holder of a Security of an affected series for at least six months may, on
behalf of such Holder and all other Holders similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee or Trustees.
<PAGE>
 
          (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Certified
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of such series (it being understood that any such
successor Trustee may be appointed with respect to other Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 7.12.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by act of the Holders of a majority in aggregate principal amount of
the Securities of such series then Outstanding delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 7.12, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company with respect to the Securities of such series.  If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 7.12, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of such Holder and all other
Holders similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

          (f)  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
(i) if any unregistered Securities of any affected series are then Outstanding,
to the Holders thereof by publication of such notice at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, (ii) if
any unregistered Securities of any affected series are then Outstanding, to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 5.04 by mailing such notice to such Holders at such
addresses (and the Trustee shall make such addresses available to the Company
for such purpose) and (iii) if any registered Securities of any affected series
are then Outstanding, to the Holders thereof by mailing such notice to such
Holders at their addresses as they shall appear on the Security Register.  If
the Company shall fail to give such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given at the expense of the Company.  Each notice shall include the
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.

          SECTION 7.12.  ACCEPTANCE BY SUCCESSOR TO TRUSTEE.  (a) In case of the
                         ----------------------------------                     
appointment hereunder of a successor Trustee with respect to the Securities of
one or more series, each successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee with respect to such applicable series of the Securities shall
become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to such applicable series; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall
upon payment of its charges then unpaid, execute, acknowledge and deliver an
instrument transferring to such successor Trustee all such rights,
<PAGE>
 
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

          (a)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
as provided in Section 7.11 an instrument accepting such appointment, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance shall become vested with all the rights, powers, trusts and duties of
the predecessor Trustee with respect to all such Securities; but, on the request
of the Company or the successor Trustee, such predecessor Trustee, with like
effect as if originally named as Trustee herein, shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the predecessor Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such predecessor Trustee hereunder subject, nevertheless, to its
lien, if any, provided for in Section 7.07.

          (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but less than all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute, acknowledge and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and which shall (i) contain such provisions as shall be deemed
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of each series to which the appointment
of such successor Trustee related, (ii) if the retiring Trustee shall not be
retiring with respect to the Securities of all series, contain such provisions
as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of the series as to which the retiring Trustee shall not be retiring shall
continue to be vested in the retiring Trustee and (iii) add to or change any of
the provisions of this Indenture to the extent necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder.

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

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

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

          SECTION 7.13.  SUCCESSOR TO TRUSTEE BY MERGER, CONSOLIDATION OR
                         ------------------------------------------------
SUCCESSION TO BUSINESS.  Any corporation into which the Trustee may be merged or
----------------------                                                          
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified otherwise and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of the particular series
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Securities so authenticated; and in case at that time any of
the Securities of such series shall not have been authenticated, any successor
to the Trustee with respect to the Securities of such series may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in such Securities or in this Indenture provided
that the certificate of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities of the particular series in
the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.

          SECTION 7.14.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.  If
                         --------------------------------------------------     
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

          SECTION 7.15.  APPOINTMENT OF ADDITIONAL AND SEPARATE TRUSTEES.
                         -----------------------------------------------  
Whenever the Trustee shall deem it necessary in order to conform to any law of
any jurisdiction, or the Trustee shall be advised by counsel, satisfactory to
it, that it is necessary and in the interest of the Holders of Securities of any
series or in the event that the Trustee shall have been requested to do
<PAGE>
 
so by the Holders of a majority in principal amount of the Securities of any
series then Outstanding, the Trustee and the Company shall execute and deliver
an indenture supplemental hereto and all other instruments and agreements
necessary or proper to constitute another bank or trust company, or one or more
Persons appointed by the Company, either to act as additional trustee or
trustees hereunder, jointly with the Trustee, or to act as separate trustee or
trustees hereunder, in any such case with such powers with respect to the
affected series of Securities as may be provided in such indenture supplemental
hereto, and to vest in such bank, trust company or Person as such additional
trustee or separate trustee, as the case may be, any property, title, right or
power of the Trustee with respect to the affected series of Securities deemed
necessary or advisable by the Trustee, subject to the provisions of this Section
below set forth. In the event the Company shall not have joined in the execution
of such indenture supplemental hereto within ten days after the receipt of a
written request from the Trustee so to do, or in case an Event of Default with
respect to the particular series of Securities shall occur and be continuing,
the Trustee may act under the foregoing provisions of this Section without the
concurrence of the Company; and the Company hereby appoints the Trustee its
agent and attorney-in-fact to act for it under the foregoing provisions of this
Section in either of such contingencies. The Trustee may execute, deliver and
perform any deed, conveyance, assignment or other instrument in writing as may
be required by any additional trustee or separate trustee for more fully and
certainly vesting in and confirming to it any property, title, right or powers
with respect to the affected series of Securities conveyed or conferred to or
upon such additional trustee or separate trustee, and the Company shall, upon
the Trustee's request, join therein and execute, acknowledge and deliver the
same; and the Company hereby makes, constitutes and appoints the Trustee its
agent and attorney-in-fact for it and in its name, place and stead to execute,
acknowledge and deliver any such deed, conveyance, assignment or other
instrument with respect to the affected series of Securities in the event that
the Company shall not itself execute and deliver the same within ten days after
receipt by it of such request so to do. Any supplemental indenture executed
pursuant to the provisions of this Section shall conform to the provisions of
the Trust Indenture Act as in effect as of the date of such supplemental
indenture.

          Every additional trustee and separate trustee hereunder shall, to the
extent permitted by law, be appointed and act, and the Trustee shall act with
respect to a particular series of Securities, subject to the following
provisions and conditions:

          (1)  the Securities of such series shall be authenticated by the
     Trustee and all powers, duties, obligations and rights conferred upon the
     Trustee in respect of the receipt, custody, investment and payment of
     moneys, shall be exercised solely by the Trustee;

          (2)  all other rights, powers, duties and obligations with respect to
     the Securities of such series conferred or imposed upon the Trustee and
     such additional trustee or separate trustee or any of them shall be
     conferred or imposed upon and exercised or performed by the Trustee and
     such additional trustee or trustees and separate trustee or trustees
     jointly, except to the extent that, under any law of any jurisdiction in
     which any particular act or acts are to be performed, the Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event such
     rights, powers, duties and obligations with respect to the Securities of
     such series shall be exercised and performed by such additional trustee or
     trustees or separate trustee or trustees;
<PAGE>
 
          (3)  no power hereby given to, or with respect to which it is hereby
     provided may be exercised by, any such additional trustee or separate
     trustee with respect to a particular series of Securities shall be
     exercised hereunder by such additional trustee or separate trustee except
     with the consent of the Trustee; and

          (4)  no trustee with respect to a particular series of Securities
     hereunder shall be personally liable by reason of any act or omission of
     any other trustee with respect to such series of Securities hereunder.

If at any time the Trustee shall deem it no longer necessary in order to conform
to any such law or shall be advised by counsel that it is no longer so necessary
in the interest of the Holders of Securities of any series or in the event that
the Trustee shall have been requested to do so in writing by the Holders of a
majority in principal amount of the Securities of such series then Outstanding,
the Trustee and the Company shall execute and deliver an indenture supplemental
hereto and all other instruments and agreements necessary or proper to remove
any additional trustee or separate trustee with respect to such series.  In the
event that the Company shall not have joined in the execution of such indenture
supplemental hereto, instruments and agreements, the Trustee may act on behalf
of the Company to the same extent provided above.

          Any additional trustee or separate trustee with respect to any series
of Securities may at any time by an instrument in writing constitute the Trustee
its agent or attorney-in-fact, with full power and authority, to the extent
which may be authorized by law, to do all acts and things and exercise all
discretions which it is authorized or permitted to do or exercise with respect
to such series, for and in its behalf and in its name.  In case any such
additional trustee or separate trustee shall die, become incapable of acting,
resign or be removed, all the assets, property, rights, powers, trusts, duties
and obligations of such additional trustee or separate trustee with respect to
such series, as the case may be, so far as permitted by law, shall vest in and
be exercised by the Trustee, without the appointment of a new successor to such
additional trustee or separate trustee unless and until a successor with respect
to such series is appointed in the manner hereinbefore provided.

          Any request, approval or consent in writing by the Trustee to any
additional trustee or separate trustee of any series of Securities shall be
sufficient warrant to such additional trustee or separate trustee, as the case
may be, to take such action with respect to the particular series of Securities
as may be so requested, approved or consented to.

          Each additional trustee and separate trustee appointed pursuant to
this Section shall be subject to, and shall have the benefit of, Articles Six,
Seven (other than Section 7.10) and Eight hereof and the following Sections of
this Indenture shall be specifically applicable to each additional trustee and
separate trustee:  5.04(a) (except to the extent that reference therein is made
to its eligibility under Section 7.10) and (b), 6.03, 7.01, 7.02, 7.09 and 7.14;
provided, however, that no resignation of an additional or separate trustee
pursuant to Section 7.11 hereof shall be conditioned in any sense whatever upon
the appointment of a successor to such trustee.
<PAGE>
 
                                 ARTICLE EIGHT

                            CONCERNING THE HOLDERS

          SECTION 8.01.  EVIDENCE OF ACTION BY HOLDERS.  (a) Whenever in this
                         -----------------------------                       
Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount Outstanding of the Securities of any series may take any action
(including the making of any demand or request, the giving of any direction,
notice, consent or waiver or the taking of any other action) the fact that at
the time of taking any such action the Holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by such Holders in person or by agent or
proxy appointed in writing, or (b) by the record of such Holders voting in favor
thereof at any meeting of such Holders duly called and held in accordance with
the provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of such Holders.

          SECTION 8.02.  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
                         ---------------------------------------------------
SECURITIES.  Subject to the provisions of Sections 7.01, 7.03 and 9.05, proof of
----------                                                                      
the execution of any instrument by a Holder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

          The ownership of a registered Security shall be proved by the Security
Register relating to the series or by a certificate of the Security Registrar.

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

          The Trustee may require such additional proof of any matter referred
to in this Section 8.02 as it shall deem necessary.

          The record of any meeting of Holders shall be proved in the manner
provided in Section 9.06.

          SECTION 8.03.  WHO MAY BE DEEMED OWNER OF SECURITIES.  Prior to due
                         -------------------------------------               
presentment for registration of transfer of a registered Security of any series,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered, or, in the
case of unregistered Securities, the bearer
<PAGE>
 
thereof or the owner thereof determined pursuant to Section 8.02, as the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon made by
anyone) for the purpose of receiving payment of or on account of the principal
of (and premium, if any) and interest on such Security and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary; and all such
payments so made to any such Holder for the time being, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security.

          SECTION 8.04.  SECURITIES OWNED BY COMPANY OR CONTROLLED OR
                         --------------------------------------------
CONTROLLING COMPANIES DISREGARDED FOR CERTAIN PURPOSES.  In determining whether
------------------------------------------------------                         
the Holders of the requisite aggregate principal amount Outstanding of
Securities of any series have concurred in any direction, consent or waiver
under this Indenture, Securities of such series which are owned by the Company
or any other obligor on the Securities of such series or by any Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities of such series
shall be disregarded and deemed not to be Outstanding for the purposes of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series which a Responsible Officer of the Trustee
actually knows are so owned shall be so disregarded.  Securities of such series
so owned which have been pledged in good faith may be regarded as Outstanding
for the purposes of this Section 8.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not the Company or any other obligor on the Securities of such
series or a person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor.
In the case of a dispute as to such right, any decision by the Trustee taken
upon the advice of counsel shall be full protection for the Trustee.

          SECTION 8.05.  INSTRUMENTS EXECUTED BY HOLDERS BIND FUTURE HOLDERS.
                         ---------------------------------------------------  
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the Holders of the percentage in
aggregate principal amount of the Securities of any series then Outstanding
specified in this Indenture in connection with such action, any Holder of a
Security of such series which is shown by the evidence to be included in the
Securities of the particular series the Holders of which have consented to such
action may, by filing written notice with the Trustee at its Corporate Trust
Office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security.  Except as aforesaid, any such action taken by
the Holder of any Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security, and of any Security issued
upon registration of transfer thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Security or such other Security.  Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any series
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the Holders of all such Securities.


                                 ARTICLE NINE

                        HOLDERS' MEETINGS AND CONSENTS
<PAGE>
 
          SECTION 9.01.  PURPOSES FOR WHICH MEETING MAY BE CALLED.  A meeting of
                         ----------------------------------------               
Holders of Securities of any series may be called at any time and from time to
time pursuant to the provisions of this Article Nine for any of the following
purposes:

          (1)  to give any notice to the Company or to the Trustee, or to give
     any directions to the Trustee, or to consent to the waiving of any default
     hereunder and its consequences, or to take any other action authorized to
     be taken by Holders of Securities of such series pursuant to any of the
     provisions of Article Six;

          (2)  to remove the Trustee and appoint a successor trustee with
     respect to Securities of such series pursuant to the provisions of Article
     Seven;

          (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 10.02; or

          (4)  to take any other action authorized to be taken by or on behalf
     of the Holders of any specified aggregate principal amount Outstanding of
     Securities of such series under any other provision of this Indenture or
     under applicable law.

          SECTION 9.02.  CALL OF MEETING BY TRUSTEE.  The Trustee may at any
                         --------------------------                         
time call a meeting of Holders of Securities of any series to take any action
specified in Section 9.01, to be held at such time and at such place in New
York, New York, or at such other location as the Trustee shall determine.  With
respect to registered Securities of any series, notice of every such meeting,
setting forth the time and the place of such meeting, and in general terms the
action proposed to be taken at such meeting, shall be mailed to such Holders at
their addresses as they shall appear on the Security Register with respect to
such Securities.  With respect to unregistered Securities of any series, notice
of every such meeting shall be published in an authorized newspaper on two
separate days.  Such notice shall be provided not less than 20 nor more than 120
days prior to the date fixed for the meeting.

          SECTION 9.03.  CALL OF MEETINGS BY COMPANY OR HOLDERS.  In case at any
                         --------------------------------------                 
time the Company, pursuant to a Certified Board Resolution, or the Holders of at
least 10% in aggregate principal amount of Securities of any series then
Outstanding, shall have requested the Trustee to call a meeting of Holders of
Securities of such series to take any action authorized in Section 9.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have provided the notice of such
meeting within 20 days after receipt of such request, then the Company or the
Holders of such Securities in the amount above specified may determine the time
and the place in New York, New York, for such meeting and may call such meeting
by providing notice thereof as provided in Section 9.02.

          SECTION 9.04.  WHO MAY ATTEND AND VOTE AT MEETINGS.  To be entitled to
                         -----------------------------------                    
vote at any meeting of Holders of a particular series of Securities, a Person
shall (a) be a Holder of one or more Securities of such series or (b) be a
Person appointed by an instrument in writing as proxy by a Holder of one or more
Securities of such series.  Subject to Section 8.01, the only Persons who shall
be entitled to be present or to speak at any meeting of Holders of a particular
series of Securities shall be the Persons entitled to vote at such meeting and
their counsel and any
<PAGE>
 
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

          SECTION 9.05.  REGULATIONS MAY BE MADE BY TRUSTEE.  Notwithstanding
                         ----------------------------------                  
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Securities of
a particular series, in regard to proof of the holding of Securities of such
series and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem necessary.  Except as
otherwise permitted or required by any such regulations, the holding of
Securities of such series shall be proved in the manner specified in Section
8.02 and the appointment of any proxy shall be proved in the manner specified in
Section 8.02.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders as provided in Section 9.03, in which case the Company or
such Holders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting may be elected by vote of the Holders of a majority in principal
amount of Securities of the particular series then Outstanding represented at
the meeting and entitled to vote.

          Subject to the provisions of Section 8.04, at any meeting each Holder
of Securities of the particular series or proxy entitled to vote shall have one
vote for each $1,000 principal amount of Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security of such series challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.  The
chairman of the meeting shall have no right to vote other than by virtue of
Securities of such series held by him or instruments in writing as aforesaid
duly designating him as the Person to vote on behalf of other Holders of
Securities of the particular series.  At any meeting of Holders duly called
pursuant to the provisions of Section 9.02 or Section 9.03 the presence of
Persons holding or representing Securities of the particular series in an
aggregate principal amount outstanding sufficient to take action on the business
for the transaction of which such meeting was called shall constitute a quorum,
but, if less than a quorum be present, the meeting may be adjourned from time to
time by the Holders of a majority in principal amount outstanding of the
Securities of such series represented at the meeting and entitled to vote, and
the meeting may be held as so adjourned without further notice.

          SECTION 9.06.  MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT.
                         --------------------------------------------------  
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders or proxies entitled to vote.  The chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting.  A record in duplicate of the proceedings of each
meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the
<PAGE>
 
meeting and showing that said notice was given as provided in Section 9.02. The
record shall be signed and verified by the affidavits of the chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

          SECTION 9.07.  WRITTEN CONSENT IN LIEU OF MEETINGS.  The written
                         -----------------------------------              
authorization or consent of the requisite percentage herein provided of Holders
of Securities of any series entitled to vote at any meeting of Holders of
Securities of a particular series, evidenced as provided in Article Eight and
filed with the Trustee, shall be effective in lieu of a meeting of such Holders
with respect to any matter provided for in this Article Nine.

          SECTION 9.08.  NO DELAY OF RIGHTS BY MEETING.  Nothing in this Article
                         -----------------------------                          
Nine contained shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Holders of Securities of any series, or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders of Securities of such series under any of the
provisions of this Indenture or of the Securities of such series.


                                  ARTICLE TEN

                            SUPPLEMENTAL INDENTURES

          SECTION 10.01.  PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE
                          -------------------------------------------------
ENTERED INTO WITHOUT CONSENT OF HOLDERS.  The Company, when authorized by a
---------------------------------------                                    
Certified Board Resolution, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for one
or more of the following purposes:

          (a)  to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Eleven;

          (b)  to appoint one or more additional or separate  trustees to act
     under this Indenture in the manner and to the extent contemplated by
     Section 7.15;

          (c)  to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions for the protection of the Holders of
     Securities of any or all series as the Board of Directors and the Trustee
     shall consider to be for the protection of the Holders of Securities of
     such series, and to make the occurrence, or the occurrence and continuance,
     of a default of any such additional covenants, restrictions, conditions or
     provisions a default or an Event of Default permitting the enforcement of
     all or any of the several remedies provided in this Indenture as herein set
     forth with respect to Securities of such series;
<PAGE>
 
     provided, however, that in respect of any such additional covenant,
     restriction, condition or provision with respect to Securities of such
     series, such supplemental indenture may provide for a particular period of
     grace after default (which period may be shorter or longer than that
     allowed in the case of other defaults) or may provide for an immediate
     enforcement upon such default or may limit the remedies available to the
     Trustee upon such default or may limit the right of the Holders of a
     majority in aggregate principal amount Outstanding of the Securities of
     such series to waive such default;

          (d)  to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision unless such change or elimination would not adversely
     affect such provision as applied to such Securities created prior to the
     execution of such supplemented indenture.

          (e)  to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; to convey, transfer, assign, mortgage or pledge any
     property to or with the Trustee; or to make such other provisions in regard
     to matters or questions arising under this Indenture as shall not adversely
     affect the interests of Holders of Securities of any series;

          (f)  to modify, amend or supplement this indenture to comply with the
     provisions of Sections 4.05 and 11.01;

          (g)  to provide for the issuance of unregistered Securities, or for
     the exchange ability of registered Securities of any series with
     unregistered Securities of a series issued hereunder, or vice versa, and to
     make all appropriate changes for such purpose;

          (h)  to provide for the issuance under this Indenture of Securities of
     a series having any form or terms contemplated by Sections 2.01 and 2.02;
     and

          (i)  to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 7.15.

          The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise. The Trustee, subject to the provisions of Sections
7.01 and 7.03, may
<PAGE>
 
regard an Officers' Certificate or Opinion of Counsel as conclusive evidence
that any such supplemental indenture with respect to any series of Securities
complies with the provisions of this Article Ten.

          Any supplemental indenture authorized by the provisions of this
Section 10.01 may be executed by the Company and the Trustee without the consent
of the Holders of any Securities of any series then Outstanding, notwithstanding
any of the provisions of Section 10.02.

          SECTION 10.02. MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF A
                         ------------------------------------------------------
MAJORITY IN PRINCIPAL AMOUNT OF SECURITIES.  With the consent (evidenced as
------------------------------------------                                 
provided in Section 8.01) of the Holders of not less than a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, the Company, when authorized by a Certified Board Resolution, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto with respect to Securities of the particular
series (which shall conform to the provisions of the Trust Indenture Act as then
in effect) for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of any supplemental
indenture relating to such series or of modifying in any manner the rights of
the Holders of Securities of the particular series; provided, however, that no
such supplemental indenture shall (i) extend the Stated Maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of any interest thereon, or reduce any premium payable upon
the redemption thereof, or reduce the amount of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of
Stated Maturity thereof pursuant to Section 6.02, or change the currency or
currency unit in which any Security is payable, without the consent of the
Holder of each Security so affected, or (ii) reduce the aforesaid majority in
aggregate principal amount of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of all Securities of each affected series.

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

          Upon a Company Request, accompanied by a Certified Board Resolution
authorizing the execution of any such supplemental indenture relating to
Securities of a particular series, and upon the filing with the Trustee of
evidence of the consent of Holders of Securities of the particular series as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

          It shall not be necessary for the Holders of Securities of a
particular series to approve under this Section 10.02 the particular form of any
proposed supplemental indenture with respect to such series of Securities, but
it shall be sufficient if such consent shall approve the substance thereof.
<PAGE>
 
          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 10.02, the
Company shall mail a notice thereof by first-class mail to the Holders of
registered Securities of each series affected thereby at their addresses as they
shall appear on the Security Register for such Securities, or, in the case of
unregistered Securities, shall give notice in the manner provided in Section
5.04 hereof, setting forth in general terms the substance of such supplemental
indenture.  Any failure of the Company to provide such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

          SECTION 10.03. EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution
                         ---------------------------------                     
and delivery of any supplemental indenture with respect to any series of
Securities pursuant to the provisions of this Article Ten, this Indenture shall
be and be deemed to be modified and amended with respect to the affected series
of Securities in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the Holders of Securities of the series affected shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

          The Trustee, subject to the provisions of Sections 7.01 and 7.03, may
regard an Officers' Certificate and Opinion of Counsel as conclusive evidence
that any such supplemental indenture with respect to any series of Securities
complies with the provisions of this Article Ten,  but the Trustee shall not be
obligated to enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

          SECTION 10.04. SECURITIES MAY BEAR NOTATION OF CHANGES BY
                         ------------------------------------------
SUPPLEMENTAL INDENTURES.  Securities authenticated and delivered after the
-----------------------                                                   
execution, pursuant to the provisions of this Article Ten, of any supplemental
indenture with respect to any series of Securities may, and shall if required by
the Trustee, bear a notation in the form approved by the Trustee as to any
matter provided for in such supplemental indenture.  New Securities of the
affected series so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any modification of this Indenture
contained in any such supplemental indenture with respect to such series of
Securities may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Securities of the particular series then
Outstanding.


                                ARTICLE ELEVEN

               CONSOLIDATION, MERGER, SALE, CONVEYANCE OR LEASE

          SECTION 11.01. COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.  The
                         -----------------------------------------------      
Company may consolidate with, or merge into, or sell, lease or convey all or
substantially all of its assets to, any person, provided that in any such case,
(i) either the Company shall be the continuing corporation, or the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by sale, lease or conveyance all or substantially all of the
Company's assets shall be a corporation organized and existing under the
<PAGE>
 
laws of the United States of America or a State thereof or the District of
Columbia and such corporation shall expressly assume the due and punctual
payment of the principal of (and premium, if any) and any interest on all the
Securities, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed by the Company by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) immediately
after such merger or consolidation, or such sale, lease or conveyance, no Event
of Default or no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing.

          The Company may not consolidate with, merge into, or sell, lease or
convey all or substantially all of its assets to, another Person, if as a result
of such consolidation, merger, sale, lease or conveyance, any property owned by
the Company or a Restricted Subsidiary immediately prior thereto would be
subject to a lien, unless (a) simultaneously therewith or prior thereto
effective provision shall be made for the securing (equally and ratably with any
other indebtedness of or guaranteed by the Company then entitled thereto) of the
due and punctual payment of the principal of and interest on all of the
Securities equally and ratably with (or prior to) the debt secured by such lien,
or (b) the Company would be permitted to create such lien pursuant to Section
4.06 or 4.08 without equally and ratably securing the Securities.

          SECTION 11.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED.  In case of
                         ---------------------------------------             
any such consolidation, merger, sale, conveyance or lease referred to in Section
11.01 and upon the assumption by the successor corporation or entity, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the principal of and
interest on all of the Securities and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Company,
such successor corporation or entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as a party.  Such
successor corporation or entity thereupon may cause to be signed, and may issue
either in its own name or in the name of Hussmann International, Inc. any or all
of the Securities issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee, and, upon the order of such
successor corporation or entity instead of the Company and subject to all the
terms, conditions or limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously should have been
signed and delivered by the officers of the Company to the Trustee for
authentication, and any Securities which such successor corporation or entity
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Securities had been issued at the date of the execution hereof.  In the
event of any such sale or conveyance, but not any such lease, the Company or any
successor corporation or entity which shall theretofore have such in the manner
described in this Article Eleven shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be dissolved and
liquidated.

          SECTION 11.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE.  The Trustee,
                         --------------------------------------               
subject to Sections 7.01 and 7.03, shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel stating that any such
consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article Eleven.
<PAGE>
 
                                ARTICLE TWELVE

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

          SECTION 12.01. SATISFACTION AND DISCHARGE OF INDENTURE.  If at any
                         ---------------------------------------            
time (a) the Company shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated and delivered (other than
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08 or Securities for which
payment money has theretofore been deposited in trust and thereafter repaid to
the Company as provided in Section 12.05), or (b) all Securities of any series
not theretofore delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee as trust funds the entire amount sufficient to pay at
Stated Maturity or upon redemption all such Securities not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any) and
interest due or to become due at Stated Maturity or on such redemption date, as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect (except the Company's obligations with respect to
such Securities under Sections 2.06, 2.08, 4.03, 4.05, 5.01, 7.07, 7.11, 7.12,
12.02 and Article 3 of this Indenture, so long as any principal of (and premium,
if any) or interest on such securities remains unpaid, and, thereafter, only the
Company's rights and obligations under Section 4.05 and 7.07) and the Trustee,
on demand of the Company accompanied by an Officers' Certificate and an Opinion
of Counsel as required by Section 14.05 and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture.  Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 7.07
shall survive.

          SECTION 12.02. DEFEASANCE AND DISCHARGE OF SECURITIES OR CERTAIN
                         -------------------------------------------------
OBLIGATIONS.  Notwithstanding Section 12.01 and except as otherwise specified as
-----------                                                                     
contemplated by Section 12.01, this Section 12.02 shall be applicable to the
Securities of any series:

          (a)  The Company shall be deemed to have paid and discharged the
     entire indebtedness on all the Outstanding Securities of that series, the
     provisions of this Indenture as it relates to such Outstanding Securities
     (except as to (i) the rights of Holders of Securities to receive, from the
     trust funds described in subparagraph (1) below, payment of the principal
     of (and premium, if any) and any installment of principal of (and premium,
     if any) or interest on such Securities on the Stated Maturity of such
     principal or installment of principal or interest or any mandatory sinking
     fund payments or analogous payments applicable to the Securities of that
     series on the day on which such payments are due and payable in accordance
     with the terms of this Indenture and of such Securities, (ii) the Company's
     obligations with respect to such Securities under Sections 2.06, 2.08,
     4.03, 4.05, 5.01, 7.07, 7.11, 7.12, 12.02 and Article 3 of this Indenture,
     so long as any principal of (and premium, if any) or interest on such
     Securities remains unpaid and, thereafter, only the Company's rights and
     obligations under Sections 4.05 and 7.07, and (iii)
<PAGE>
 
     the rights, powers, trusts, duties and immunities of the Trustee with
     respect to such series) shall no longer be in effect, and the Trustee, at
     the expense of the Company, shall, upon a Company Direction, execute proper
     instruments acknowledging the same, provided that the following conditions
     have been satisfied:

               (1)  With reference to this Section 12.02(a), the Company has
          deposited or caused to be deposited with the Trustee irrevocably
          (subject to the provisions of Section 12.02(c) and the last paragraph
          of Section 6.06), as trust funds in trust, specifically pledged as
          security for, and dedicated solely to, the benefit of the Holders of
          the Securities of that series, (A) money in an amount, or (B)
          Government Obligations which, through the payment of interest and
          principal in respect thereof in accordance with their terms, without
          consideration of any reinvestment thereof, will provide not later than
          the opening of business on the due date of any payment referred to in
          clause (i) or (ii) below of this subparagraph (1) money in an amount,
          or (C) a combination thereof, sufficient, after payment of all taxes
          in respect thereof payable by the Trustee, in the opinion of a
          nationally recognized firm of independent public accountants expressed
          in a written certification thereof delivered to the Trustee, to pay
          and discharge (i) the principal of (and premium, if any) and each
          installment of principal (and premium, if any) and interest on the
          Outstanding Securities of that series on the Stated Maturity of such
          principal or installment of principal or interest or any date fixed
          for redemption of such Outstanding Securities and (ii) any mandatory
          sinking fund payments or analogous payments applicable to Securities
          of such series on the day on which such payments are due and payable
          in accordance with the terms of this Indenture and of such Securities;

               (2)  the Company has paid or caused to be paid all other sums
          payable in respect of such Securities, and such payment and the
          deposit set forth in subparagraph (1) above will not result in a
          breach or violation of, or constitute a default under, this Indenture
          or any other agreement or instrument to which the Company is a party
          or by which it is bound;

               (3)  no Event of Default or event which with the giving of notice
          or lapse of time, or both, would become an Event of Default with
          respect to the Securities of that series shall have occurred and be
          continuing on the date of such deposit and no Event of Default under
          Section 6.01(5) or event which with the giving of notice or lapse of
          time, or both, would become an Event of Default under Section 6.01(5)
          shall have occurred and be continuing on the 91st day after such date;

               (4)  the Company has delivered to the Trustee  an Opinion of
          counsel of recognized national standing or a ruling of the Internal
          Revenue Service to the effect that Holders of the Securities of that
          series will not recognize income, gain or loss for federal income tax
          purposes as a result of such deposit, defeasance and discharge and
          will be subject to federal
<PAGE>
 
          income tax on the same amount and in the same manner and at the same
          times, as would have been the case if such deposit, defeasance and
          discharge had not occurred; and

               (5)  the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent in this Indenture provided for relating to the
          defeasance and discharge of the entire indebtedness on all Outstanding
          Securities of any such series as contemplated by this Section 12.02(a)
          have been complied with.

          (b)  The Company may omit to comply with and shall be released from
     its obligations under any term, provision or condition set forth in
     Sections 4.06, 4.07, 4.08 and Article Eleven, and Section 6.01(4) with
     respect to Sections 4.06, 4.07, 4.08 and Article Eleven shall be deemed not
     to be an Event of Default, in each case with respect to the Securities of
     that series, provided, that the following conditions have been satisfied:

               (1)  with reference to this Section 12.02(b), the Company has
          deposited or caused to be deposited with the Trustee irrevocably
          subject to the provisions of Section 12.02(c) and the last paragraph
          of Section 6.06), as trust funds in trust, specifically pledged as
          security for, and dedicated solely to, the benefit of the Holders of
          the Securities of that series, (A) money in an amount, or (B)
          Government Obligations which, through the payment of interest and
          principal in respect thereof in accordance with their terms, without
          consideration of any reinvestment thereof, will provide not later than
          the opening of business on the due date of any payment referred to in
          clause (i) or (ii) below of this subparagraph (1) money in an amount,
          or (C) a combination thereof, sufficient, after payment of all taxes
          in respect thereof payable by the Trustee, in the opinion of a
          nationally recognized firm of independent certified public accountants
          expressed in a written certification thereof delivered to the Trustee,
          to pay and discharge (i) the principal of (and premium, if any) and
          each installment of principal (and premium, if any) and interest on
          the Outstanding Securities of that series on the Stated Maturity of
          such principal or installment of principal or interest or any date
          fixed for redemption of such Outstanding Securities and (ii) any
          mandatory sinking fund payments or analogous payments applicable to
          Securities of such series on the day on which such payments are due
          and in accordance with the terms of this Indenture and of such
          Securities;

               (2)  such deposit shall not cause the Trustee with respect to the
          Securities of that series to have a conflicting interest for purposes
          of the Trust Indenture Act with respect to the Securities of any
          series;

               (3)  such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument to which the Company is a party or by which it is bound;
<PAGE>
 
               (4)  no Event of Default or event which with the giving of notice
          or lapse of time, or both, would become an Event of Default with
          respect to the Securities of that series shall have occurred and be
          continuing on the date of such deposit and no Event of Default under
          Section 6.01(5) or event which with the giving of notice or lapse of
          time, or both, would become an Event of Default under Section 6.01(5)
          shall have occurred and be continuing on the 91st day after such date;

               (5)  the Company has delivered to the Trustee an Opinion of
          Counsel of recognized national standing to the effect that Holders of
          the Securities of such series will not recognize income, gain or loss
          for federal income tax purposes as a result of such deposit and
          defeasance of certain obligations and will be subject to federal
          income tax on the same amount and in the same manner and at the same
          times, as would have been the case if such deposit and defeasance had
          not occurred; and

               (6)  the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent in this Indenture provided for relating to the
          defeasance contemplated by this Section 12.02(b) have been complied
          with.

          (c)  The Trustee shall deliver or pay to the Company from time to time
     upon a Company Direction any money or Government Obligations held by it as
     provided in this Section 12.02 which, in the opinion of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, are then in excess of the
     amount thereof which then would have been required to be deposited for the
     purpose for which such money or Government Obligations were deposited or
     received.

          SECTION 12.03. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
                         -----------------------------------------------------
OF SECURITIES.  All moneys with respect to a particular series of Securities
-------------                                                               
deposited with the Trustee pursuant to Section 12.01 or Section 12.02 shall be
held in trust and applied by it to the payment, either directly or through any
paying agent (including, except in the case of Section 12.02(a), the Company
acting as its own paying agent), to the Holders of Securities of such series for
the payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal (and premium,
if any) and interest.

          SECTION 12.04. REPAYMENT OF MONEYS HELD BY PAYING AGENT.  In
                         ----------------------------------------     
connection with the satisfaction and discharge of this Indenture, all moneys
then held by any paying agent (other than the Trustee, if the Trustee is serving
as a paying agent) under the provisions of this Indenture shall, upon a Company
Direction, be repaid to the Company or paid to the Trustee and thereupon such
paying agent shall be released from all further liability with respect to such
moneys.

          SECTION 12.05. REPAYMENT OF MONEYS HELD BY TRUSTEE.  Any moneys
                         -----------------------------------             
deposited with the Trustee or any paying agent for the payment of the principal
of (and premium, if any) or interest on any Securities of any series and not
applied but remaining unclaimed by the Holders
<PAGE>
 
of Securities of that series for two years after the date upon which the
principal of (and premium, if any) or interest on such Securities shall have
become due and payable, shall be repaid to the Company by the Trustee or such
paying agent by Company Direction; and the Holders of any of the Securities of
that series entitled to receive Such payment shall thereafter look only to the
Company for the payment thereof and all liability of the Trustee or such paying
agent with respect to such moneys shall thereupon cease; provided, however, that
the Trustee or such paying agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once a week
for two successive weeks (in each case on any day of the week) in an Authorized
Newspaper, a notice that such moneys have not been so applied and that after a
date named therein any unclaimed balance of said moneys then remaining will be
returned to the Company.
<PAGE>
 
                               ARTICLE THIRTEEN
                                        
                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS, DIRECTORS AND EMPLOYEES

          SECTION 13.01. INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
                         ----------------------------------------------------
EMPLOYEES OF COMPANY EXEMPT FROM INDIVIDUAL LIABILITY.  No recourse under or
-----------------------------------------------------                       
upon any obligation, covenant or agreement of this Indenture, or of any Security
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer, director or employee, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers, directors or employees, as such, of the Company or of
any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or on equity or by constitution or statute of, and any and all such
rights and claims against, every such incorporator, stockholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution and delivery of this Indenture and the issue of
Securities hereunder.

                               ARTICLE FOURTEEN

                           MISCELLANEOUS PROVISIONS

          SECTION 14.01. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE.
                         ----------------------------------------------------  
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

          SECTION 14.02. ACTS OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR
                         ------------------------------------------------
CORPORATION VALID.  Any act or proceeding by any provision of this Indenture
-----------------                                                           
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
that time be the successor of the Company.

          SECTION 14.03. REQUIRED NOTICES OR DEMANDS.  Unless otherwise
                         ---------------------------                   
provided in this Indenture, any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
any Holders to or on the Company may be given or served by being deposited
postage prepaid in a post office letter box in the United States addressed
(until another address is filed by the Company with the Trustee), as follows:
Hussmann International, Inc., 12999 St. Charles Rock Road, Bridgeton, Missouri
63044-2483, to the attention of the Treasurer.  Any notice, direction, request
or demand by the Company or by
<PAGE>
 
any Holder to or upon the Trustee may be given or made, for all purposes, by
being deposited first-class postage prepaid in a post office letter box in the
United States or airmail postage prepaid if sent from outside the United States,
addressed to the Corporate Trust Office, Attention: Corporate Trust Trustee
Administration. Any notice required or permitted to be mailed to a Holder of
registered Securities of any series by the Company or the Trustee pursuant to
the provisions of this Indenture shall be deemed to be properly mailed by being
deposited postage prepaid in a post office letter box in the United States
addressed to such Holder at the address of such Holder as shown on the Security
Register for the particular series of Securities. Any notice required or
permitted to be given to a Holder of unregistered Securities of any series shall
be deemed to be properly given if such notice is published in an Authorized
Newspaper in New York, New York or such other cities as shall be specified with
respect to such Securities.

          SECTION 14.04. INDENTURE AND SECURITIES TO BE CONSTRUED IN ACCORDANCE
                         ------------------------------------------------------
WITH THE LAWS OF THE STATE OF NEW YORK.  This Indenture and each Security shall
--------------------------------------                                         
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
such State, without regard to conflicts of laws principles thereof.  The
descriptive headings of the Articles and Sections of this Indenture are inserted
for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.

          SECTION 14.05. OFFICERS' CERTIFICATE AND OPINION OF COUNSEL TO BE
                         --------------------------------------------------
FURNISHED UPON APPLICATION OR REQUEST BY THE COMPANY.  Upon any application or
----------------------------------------------------                          
request by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) which relate to the authentication and delivery of the
Securities of any series, to the release or the release and substitution of
property subject to the lien of the Indenture, to the satisfaction and discharge
of the Indenture, or to any other action to be taken at the request or upon the
application of the Company have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or request
as to which the furnishing of any such document is specifically required by any
provision of this Indenture relating to such application or request, no
additional certificate or opinion, as the case may be, need be furnished.

     Each certificate (other than an annual certificate delivered pursuant to
Section 4.09) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture 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 has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

          SECTION 14.06. PAYMENTS DUE ON NON-BUSINESS DAYS.  In any case where
                         ---------------------------------                    
the date of maturity of interest on or principal of any Security or the date
fixed for redemption of any Security shall not be a Business Day, then payment
of interest or principal (and premium, if any)
<PAGE>
 
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest shall accrue for the period after
such date.

          SECTION 14.07. MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED.  The
                         -----------------------------------------------      
Trustee shall segregate moneys, funds and accounts held by the Trustee hereunder
in one currency (or unit thereof) from any moneys, funds or accounts in any
other currencies (or units thereof), notwithstanding any provision herein which
would otherwise permit the Trustee to commingle such amounts.

          SECTION 14.08. PAYMENT TO BE IN PROPER CURRENCY.  Other than as
                         --------------------------------                
provided herein or in the Security, an Officers' Certificate or a supplemental
indenture, the obligation of the Company to make any payment of principal of
(and premium, if any) and interest, if any, on such Security shall not be
discharged or satisfied by any tender by the Company, or collection by the
Trustee, in any currency or currency unit other than that in which such Security
is denominated (the "Specified Currency"), except to the extent that the Trustee
timely holds for such payment the full amount of the Specified Currency when due
and payable.  If any such tender or collection is made in other than the
Specified Currency, the Trustee may take such actions as it considers
appropriate to exchange such other currency or currency unit for the Specified
Currency.  The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Company, the Company shall remain fully liable for any shortfall or
delinquency in the full amount of the Specified Currency then due and payable
and in no circumstances shall the Trustee be liable therefor.  The Company
waives any defense of payment based upon any such tender or collection which is
not in the Specified Currency, or which, when exchanged for the Specified
Currency by the Trustee, is less than the full amount of the Specified Currency
then due and payable.

          Notwithstanding the foregoing, if a Specified Currency is not
available to make any payment of principal of (and premium, if any) and
interest, if any, on a Security denominated in other than Dollars due to the
imposition of exchange controls or other circumstances beyond the Company's
control, the Company shall be entitled to satisfy its obligation by making such
payment in Dollars on the basis of the Market Exchange Rate on the date of such
payment, or if such Market Exchange Rate is not then available, on the basis of
the most recently available Market Exchange Rate.  For any Specified Currency,
"Market Exchange Rate" shall mean the noon buying rate in New York, New York for
cable transfers of such Specified Currency as certified for customs purposes by
the Federal Reserve Bank of New York.

          SECTION 14.09. PROVISIONS REQUIRED BY TRUST INDENTURE ACT TO CONTROL.
                         -----------------------------------------------------  
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed pursuant to Section 318(c) of the Trust
Indenture Act, the imposed duties shall control.

          SECTION 14.10. INDENTURE MAY BE EXECUTED IN COUNTERPARTS.  This
                         -----------------------------------------       
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

          SECTION 14.11. SEPARABILITY CLAUSE.  In case any provision 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.
<PAGE>
 
          The Trustee hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.
<PAGE>
 
          IN WITNESS WHEREOF, HUSSMANN INTERNATIONAL, INC. and THE BANK OF NEW
YORK have caused this Indenture to be duly executed, all as of the day and year
first above written.


                              HUSSMANN INTERNATIONAL, INC.


                              By: /s/ Michael D. Newman
                                  ---------------------
                                Name:  Michael D. Newman
                                Title: Chief Financial Officer



                              THE BANK OF NEW YORK, AS TRUSTEE


                              By: /s/ Robert A. Massimillo
                                  ------------------------
                                Name:  Robert A. Massimillo
                                Title: Assistant Vice President