<PAGE>
                                                                     EXHIBIT 4.2
 
                       UNITED STATES FILTER CORPORATION


                                      AND


                       THE BANK OF NEW YORK,  AS TRUSTEE



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

                                   INDENTURE

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



                            Dated as of May 19, 1998



                                DEBT SECURITIES


================================================================================
<PAGE>
 
                       UNITED STATES FILTER CORPORATION


            RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 
                 1939 AND INDENTURE, DATED AS OF MAY 19, 1998
<TABLE>
<CAPTION>
 
TRUST INDENTURE ACT SECTION         INDENTURE SECTION
---------------------------         -----------------
<S>                                 <C>
(S)310(a)(1)..................................... 608
      (a)(2)..................................... 608
      (a)(3).......................... Not Applicable
      (a)(4).......................... Not Applicable
      (a)(5)..................................... 608
(S)311(a)........................................ 609
      (b)........................................ 605
(S)312(a)................................... 605, 703
      (b)................................... 701, 702
      (c)........................................ 702
(S)313(a)..................................... 703(a)
      (b)(1).......................... Not Applicable
      (b)(2).................................. 703(b)
      (c)..................................... 703(c)
      (d)..................................... 703(c)
(S)314(a)(1)..................................... 704
      (a)(2)..................................... 704
      (a)(3)..................................... 704
      (a)(4).................................... 1005
      (b)............................. Not Applicable
      (c)(1)..................................... 102
      (c)(2)..................................... 102
      (c)(3).......................... Not Applicable
      (d)............................. Not Applicable
      (e)........................................ 102
(S)315(a)..................................... 601(a)
      (b)........................................ 602
      (c)..................................... 601(b)
      (d)..................................... 601(c)
      (d)(1)....................... 601(a)(1), (c)(1)
      (d)(2)............................... 601(c)(2)
      (d)(3)............................... 601(c)(3)
      (e)........................................ 514
(S)316(a)(1)(A)............................. 502, 512
      (a)(1)(B).................................. 513
      (a)(2).......................... Not Applicable
      (b)........................................ 508
      (c)............................. Not Applicable
(S)317(a)(1)..................................... 503
      (a)(2)..................................... 504
      (b)....................................... 1003
(S)318(a)........................................ 108
------------------
</TABLE>
  Note:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
 
 
                                                             PAGE
                                                             ----
<S>                                                          <C>
 
PARTIES...................................................      1
 
RECITALS..................................................      1
 
ARTICLE ONE...............................................      1
 
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...      1
 
SECTION 101.  Definitions.................................      1
     Act..................................................      2
     Additional Amounts...................................      2
     Affiliate............................................      2
     Agent Member.........................................      2
     Authenticating Agent.................................      2
     Authorized Newspaper.................................      2
     Bankruptcy Law.......................................      2
     Bearer Security......................................      2
     Board of Directors...................................      2
     Board Resolution.....................................      3
     Business Day.........................................      3
     Capital Stock........................................      3
     Commission...........................................      3
     Company..............................................      3
     Company Request and Company Order....................      3
     Consolidated Net Worth...............................      3
     Corporate Trust Office...............................      3
     Corporation..........................................      3
     Coupon...............................................      3
     Default..............................................      3
     Defaulted Interest...................................      4
     Disqualified Capital Stock...........................      4
     Dollars" or "$.......................................      4
     Event of Default.....................................      4
     Exchange Act.........................................      4
     Global Securities....................................      4
     GAAP.................................................      4
     Holder...............................................      4
     Indenture............................................      4
     Interest.............................................      4
     Interest Payment Date................................      4
     Institutional Accredited Investor....................      5
     Issue Date...........................................      5
     Maturity.............................................      5
     Non-U.S. Person......................................      5
     Officers' Certificate................................      5
     Offshore Physical Securities.........................      5
     Opinion of Counsel...................................      5
     Original Issue Discount Security.....................      5
     Outstanding..........................................      5
     Paying Agent.........................................      6
     Person...............................................      6
     Physical Securities.................................       6
</TABLE>

                                       i
<PAGE>
 
<TABLE>
<S>                                                         <C>
     Place of Payment....................................    6
     Predecessor Security................................    7
     Preferred Stock.....................................    7
     Private Placement Legend............................    7
     Qualified Institutional Buyer or QIB................    7
     Redemption Date.....................................    7
     Redemption Price....................................    7
     Registered Security.................................    7
     Regular Record Date.................................    7
     Regulation S........................................    7
     Responsible Officer.................................    7
     Restricted Security.................................    7
     Resale Restriction Termination Date.................    8
     Security or Securities..............................    8
     Securities Act......................................    8
     Security Register and Security Registrar............    8
     Special Record Date.................................    8
     Stated Maturity.....................................    8
     Subsidiary..........................................    8
     Trustee.............................................    8
     Trust Indenture Act.................................    8
     United States.......................................    9
     United States Alien.................................    9
     U.S. Depository or Depository.......................    9
     U.S. Government Obligation..........................    9
     U.S. Physical Securities............................    9
     Vice President......................................    9
     Voting Stock........................................    9
 
SECTION 102.  Compliance Certificates and Opinions.......   10
 
SECTION 103.  Form of Documents Delivered to Trustee.....   10
 
SECTION 104.  Acts of Holders............................   11
 
SECTION 105.  Notices etc. to Trustee and Company........   13
 
SECTION 106.  Notice to Holders of Securities; Waiver....   14
 
SECTION 107.  Language of Notices, etc...................   15
 
SECTION 108.  Conflict with Trust Indenture Act..........   15
 
SECTION 109.  Effect of Headings and Table of Contents...   15
 
SECTION 110.  Successors and Assigns.....................   15
 
SECTION 111.  Separability Clause........................   15
 
SECTION 112.  Benefits of Indenture......................   15
 
SECTION 113.  Governing Law..............................   16
 
SECTION 114.  Legal Holidays.............................   16
 
ARTICLE TWO..............................................   16

SECURITY FORMS...........................................   16
</TABLE>

                                      ii
<PAGE>
 
<TABLE>
<S>                                                                                       <C>
SECTION 201.  Forms Generally..............................................................16

SECTION 202.  Form of Trustee's Certificate of Authentication..............................17

ARTICLE THREE..............................................................................20

THE SECURITIES.............................................................................20

SECTION 301.  Amount Unlimited; Issuable in Series.........................................20

SECTION 302.  Denominations................................................................23

SECTION 303.  Execution, Authentication, Delivery and Dating...............................23

SECTION 304.  Temporary Securities.........................................................25

SECTION 305.  Registration, Transfer and Exchange..........................................25

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.............................29

SECTION 307.  Payment of Interest; Interest Rights Preserved...............................30

SECTION 308.  Persons Deemed Owners........................................................32

SECTION 309.  Cancellation.................................................................32

SECTION 310.  Computation of Interest......................................................32

SECTION 311.  Cusip Numbers................................................................33

ARTICLE FOUR...............................................................................33

DEFEASANCE, SATISFACTION AND DISCHARGE.....................................................33

SECTION 401. Legal Defeasance and Covenant Defeasance......................................33

SECTION 403.  Satisfaction and Discharge of Indenture......................................35

SECTION 404.  Application of Trust Money...................................................37

ARTICLE FIVE...............................................................................37

REMEDIES...................................................................................37

SECTION 501.  Events of Default............................................................37

SECTION 502.  Acceleration of Maturity; Rescission and Annulment...........................39

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee..............40

SECTION 504.  Trustee May File Proofs of Claim.............................................41

SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons.......42

SECTION 506.  Application of Money Collected...............................................42

SECTION 507.  Limitation on Suits..........................................................42

SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest....43
</TABLE>

                                      iii
<PAGE>
 
<TABLE>
<S>                                <C>                                                       <C>
SECTION 509.  Restoration of Rights and Remedies...........................................  43

SECTION 510.  Rights and Remedies Cumulative...............................................  44

SECTION 511.  Delay or Omission Not Waiver.................................................  44

SECTION 512.  Control by Holders of Securities.............................................  44

SECTION 513.  Waiver of Past Defaults......................................................  44

SECTION 514.  Undertaking for Costs........................................................  45

SECTION 515.  Waiver of Stay, Extension or Usury Laws......................................  45

ARTICLE SIX................................................................................  46

THE TRUSTEE................................................................................  46

SECTION 601.  Certain Duties and Responsibilities..........................................  46

SECTION 602.  Notice of Defaults...........................................................  47

SECTION 603.  Certain Rights of Trustee....................................................  47

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.......................  49

SECTION 605.  May Hold Securities..........................................................  49

SECTION 606.  Money Held in Trust..........................................................  49

SECTION 607.  Compensation and Reimbursement...............................................  49

SECTION 608.  Corporate Trustee Required; Eligibility......................................  50

SECTION 609.  Resignation and Removal; Appointment of Successor............................  50

SECTION 610.  Acceptance of Appointment by Successor.......................................  52

SECTION 611.  Merger, Conversion, Consolidation or Succession to Business..................  53

SECTION 612.  Appointment of Authenticating Agent..........................................  54

SECTION 613.  Trustee's Application for Instructions from the Company......................  56

ARTICLE SEVEN..............................................................................  56

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........................................  56

SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders....................  56

SECTION 702.  Preservation of Information; Communications to Holders.......................  56

SECTION 703.  Reports by Trustee...........................................................  57

SECTION 704.  Reports by Company...........................................................  57

ARTICLE EIGHT..............................................................................  58
</TABLE>


                                      iv
<PAGE>
 
<TABLE>
<S>                                                                     <C>
MERGER, CONSOLIDATION AND SALE OF ASSETS.............................   58
 
SECTION 801. Merger, Consolidation and Sale of Assets................   58
 
SECTION 802.  Rights and Duties of Successor Corporation.............   59
 
SECTION 803.  Officers' Certificate and Opinion of Counsel...........   60
 
ARTICLE NINE.........................................................   60
 
SUPPLEMENTAL INDENTURES..............................................   60
 
SECTION 901.  Supplemental Indentures without Consent of Holders.....   60
 
SECTION 902.  Supplemental Indentures with Consent of Holders........   61
 
SECTION 903.  Execution of Supplemental Indentures...................   62
 
SECTION 904.  Effect of Supplemental Indentures......................   62
 
SECTION 905.  Conformity with Trust Indenture Act....................   63
 
SECTION 906.  Reference in Securities to Supplemental Indentures.....   63
 
ARTICLE TEN..........................................................   63
 
COVENANTS............................................................   63
 
SECTION 1001.  Payment of Principal, Premium, if any, and Interest...   63
 
SECTION 1002.  Maintenance of Office or Agency.......................   63
 
SECTION 1003.  Money for Securities Payments to be Held in Trust.....   65
 
SECTION 1004.  Additional Amounts....................................   66
 
SECTION 1005. Statement as to Compliance.............................   67
 
SECTION 1006.  Waiver of Certain Covenants...........................   67
 
SECTION 1007.........................................................   68
 
ARTICLE ELEVEN.......................................................   68
 
REDEMPTION OF SECURITIES.............................................   68
 
SECTION 1101.  Applicability of Article..............................   68
 
SECTION 1102.  Election to Redeem; Notice to Trustee.................   68
 
SECTION 1103.  Selection by Trustee of Securities to be Redeemed.....   68
 
SECTION 1104.  Notice of Redemption..................................   69

SECTION 1105.  Deposit of Redemption Price...........................   70
 
SECTION 1106.  Securities Payable on Redemption Date.................   70

SECTION 1107.  Securities Redeemed in Part...........................   71
</TABLE>


                                       v
<PAGE>
 
<TABLE>
<S>                                                                                     <C>
ARTICLE TWELVE.......................................................................   71
 
SINKING FUNDS........................................................................   71
 
SECTION 1201.  Applicability of Article..............................................   71
 
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.................   72
 
SECTION 1203.  Redemption of Securities for Sinking Fund.............................   72
 
ARTICLE THIRTEEN.....................................................................   73
 
REPAYMENT AT THE OPTION OF HOLDERS...................................................   73
 
SECTION 1301.  Applicability of Article..............................................   73
 
ARTICLE FOURTEEN.....................................................................   73
 
MEETINGS OF HOLDERS OF SECURITIES....................................................   73
 
SECTION 1401.  Purposes for Which Meetings May Be Called.............................   73
 
SECTION 1402.  Call, Notice and Place of Meetings....................................   73
 
SECTION 1403.  Persons Entitled to Vote at Meetings..................................   74
 
SECTION 1404.  Quorum; Action........................................................   74
 
SECTION 1405.  Determination of Voting Rights; Conduct and Adjournment of Meetings...   75
 
SECTION 1406.  Counting Votes and Recording Action of Meetings.......................   75
 
ARTICLE FIFTEEN......................................................................   76
 
MISCELLANEOUS PROVISIONS.............................................................   76
 
SECTION 1501  Securities in Foreign Currencies.......................................   77
 
</TABLE>

                                      vi
<PAGE>
 
     INDENTURE, dated as of May 19, 1998 between UNITED STATES FILTER
CORPORATION, a Delaware  corporation (hereinafter called the "Company"), having
its principal office at 40-004 Cook Street, Palm Desert, California 92211, and
THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter
called the "Trustee"), having its Corporate Trust Office at 101 Barclay Street,
Floor 21 West, New York, New York 10286.

                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness (hereinafter called the "Securities"),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series, and to have such other
provisions as shall be fixed as hereinafter provided.

     The Company has duly authorized the execution and delivery of this
Indenture and all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises and the sum of one dollar
duly paid by the Company to the Trustee, the receipt of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 101.  Definitions.

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

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

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

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and, 
<PAGE>
 
     except as otherwise herein expressly provided, the term "generally accepted
     accounting principles" with respect to any computation required or
     permitted hereunder shall mean such accounting principles as are generally
     accepted at the date of such computation; and

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

     Certain terms used principally in Article Four or Six are defined in those
Articles.

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

     "Additional Amounts" means any additional amounts which are required by a
Security or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain matters, including,
without limitation, taxes imposed on certain Holders, and liquidated damages in
connection with any registration rights.

     "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Agent Member" means a member of, or participant in, the Depository.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 612 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper, in an official language of the
country of publication or in the English language, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place.  Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, state or
foreign law for relief of debtors.

     "Bearer Security" means any Security in the form established pursuant to
Section 201 which is payable to its bearer.

     "Board of Directors" means either the Board of Directors of the Company or
a committee thereof authorized to take action with respect to matters arising
under this Indenture.



                                       2
<PAGE>
 
     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification and delivered to the Trustee.

     "Business Day" means any day other than a day on which banking institutions
in The City of New York, New York or in the City of Palm Desert, California are
authorized or required by law to close, except as may otherwise be provided in
the form of Securities of any particular series pursuant to the provisions of
this Indenture.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible or exchangeable into such
equity.

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

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

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

     "Consolidated Net Worth" of any Person means the stockholders' equity of
such Person, determined on a consolidated basis in accordance with GAAP, less
(without duplication) amounts attributable to Disqualified Capital Stock of such
Person.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
on the date of this Indenture is located at 101 Barclay Street, Floor 21 West,
New York, New York 10286.

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

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

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


                                       3
<PAGE>
 
     "Defaulted Interest" has the meaning specified in Section 307.

     "Disqualified Capital Stock" means, with respect to any Person, Capital
Stock of such Person that, by its terms or by the terms of any security into
which it is convertible or exchangeable or for which it is exercisable, is, or
upon the happening of an event or the passage of time or both would be, required
to be redeemed or repurchased (including at the option of the holder thereof) by
such Person or any of its Subsidiaries, in whole or in part, on or prior to the
Stated Maturity of the applicable series of Securities.

     "Dollars" or "$" or any similar reference means the currency of the United
States, except as may otherwise be provided in the form of Securities of any
particular series pursuant to the provisions of this Indenture.

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

     "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.

     "Global Securities" means Securities issued in global form.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other statements by such other
entity as may be approved by a significant segment of the accounting profession
of the United States, as are in effect from time to time.

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

     "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and includes each Officers'
Certificate delivered to the Trustee pursuant to Section 303.

     "Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity, and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.

     "Interest Payment Date" means the Stated Maturity of an installment of
interest on the applicable Securities.

                                       4
<PAGE>
 
     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

     "Issue Date" means the date of original issuance of a Security.

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

     "Non-U.S. Person" means a person who is not a U.S. Person, as defined in
Regulation S.

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

     "Offshore Physical Securities" means Securities offered and sold in
offshore transactions in reliance on Regulation S, issued in registered form.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or counsel for
the Company or other counsel reasonably acceptable to the Trustee.

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

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

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

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


                                       5
<PAGE>
 
               (iii)  Securities which have been paid pursuant to Section 306 or
          in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall be presented to the
          Trustee proof satisfactory to it that such Securities are held by a
          bona fide purchaser in whose hands such Securities are valid
          obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, the principal amount of
an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable pursuant to the terms of such Original Issue Discount Security at
the time of the taking of such action by the Holders (assuming that an event
giving rise to such declaration had occurred) of such requisite principal amount
is evidenced to the Trustee as provided in Section 104(a); and, provided
further, that Securities owned beneficially by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, other
than Securities purchased in connection with the distribution or trading
thereof, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.

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

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

     "Physical Securities" means the Offshore Physical Securities and the U.S.
Physical Securities.

     "Place of Payment" when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified pursuant to
Section 301.

                                       6
<PAGE>
 
     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
lost, destroyed, mutilated or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon pertains shall be deemed to evidence
the same debt as the lost, destroyed, mutilated or stolen Security or the
Security to which a mutilated, destroyed, lost or stolen coupon pertains.

     "Preferred Stock", as applied to the Capital Stock of any corporation or
the equity securities of any trust, means Capital Stock of any class or classes
(however designated) which is preferred as to the payment of dividends or
distributions or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such corporation or trust over shares
of Capital Stock of any other class of such corporation or trust.

     "Private Placement Legend" has the meaning specified in Section 203.

     "Qualified Institutional Buyer" or "QIB" has the meaning specified in Rule
144A under the Securities Act.

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

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

     "Registered Security" means any Security established pursuant to Section
201 which is registered in a Security Register.

     "Regular Record Date" for the interest payable on a Registered Security on
any Interest Payment Date means the date, if any, specified in such Security as
the "Regular Record Date".

     "Regulation S" means Regulation S under the Securities Act.

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


                                       7
<PAGE>
 
     "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely on an Opinion of Counsel with respect to
whether any Security constitutes a Restricted Security.

     "Resale Restriction Termination Date" means, in the case of a series of
Securities sold without registration under the Securities Act, the date which is
two years after the date of original issue of such series of Securities.

     "Security" or "Securities" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture.

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

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

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

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

     "Subsidiary" means, in respect of any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as 

                                       8
<PAGE>
 
supplemented from time to time by rules or regulations adopted by the Commission
under or in furtherance of the purposes of such Act or provision, as the case
may be.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.

     "United States Alien" means any Person who, for U.S. Federal income tax
purposes, is a foreign corporation, a non-resident alien individual, a non-
resident alien fiduciary of a foreign estate or trust, or a foreign partnership
one or more of the members of which is, for U.S. Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a nonresident alien
fiduciary of a foreign estate or trust.

     "U.S. Depository" or "Depository" means, 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 U.S. Depository by the Company
pursuant to Section 301, which must be a clearing agency registered under the
Exchange Act, and, if so provided pursuant to Section 301 with respect to the
Securities of any series, any successor to such Person. If at any time there is
more than one such Person, "U.S. Depository" shall mean, with respect to any
series of Securities, the qualifying entity which has been appointed with
respect to the Securities of that series.

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

     "U.S. Physical Securities" means Securities offered and sold in reliance on
any other exemption from registration other than exemption from registration in
reliance on Rule 144A, and Securities offered and sold in reliance on Rule 144A,
in the form of permanent certificated Securities in registered form.

     "Vice President" when used with respect to the Company shall mean any Vice
President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice President".

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation; provided that, for the
purposes hereof, stock which carries only the right to vote conditionally on the
happening of an event shall not be considered voting stock whether or not such
event shall have happened.

     SECTION 102.  Compliance Certificates and Opinions.


                                       9
<PAGE>
 
     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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

     SECTION 103.  Form of Documents Delivered to Trustee.

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

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


                                      10
<PAGE>
 
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

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

     SECTION 104.  Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing.  If, but only if, Securities of a series are
     issuable as Bearer Securities, any request, demand, authorization,
     direction, notice, consent, waiver or other action provided by this
     Indenture to be given or taken by Holders of Securities of such series may,
     alternatively, be embodied in and evidenced by the record of Holders of
     Securities of such series voting in favor thereof, either in person or by
     proxies duly appointed in writing, at any meeting of Holders of Securities
     of such series duly called and held in accordance with the provisions of
     Article Fourteen, or a combination of such instruments and any such record.
     Except as herein otherwise expressly provided, such action shall become
     effective when such instrument or instruments or record or both are
     delivered to the Trustee and, where it is hereby expressly required, to the
     Company. Such instrument or instruments and any such record (and the action
     embodied therein and evidenced thereby) are herein sometimes referred to as
     the "Act" of the Holders signing such instrument or instruments and so
     voting at any such meeting. Proof of execution of any such instrument or of
     a writing appointing any such agent, or of the holding by any Person of a
     Security, shall be sufficient for any purpose of this Indenture and
     (subject to Section 601) conclusive in favor of the Trustee and the Company
     and any agent of the Trustee or the Company, if made in the manner provided
     in this Section. The record of any meeting of Holders of Securities shall
     be proved in the manner provided in Section 1406.

          Without limiting the generality of this Section 104, unless otherwise
     established in or pursuant to a Board Resolution or set forth or determined
     in an Officers' Certificate or established in one or more indentures
     supplemental hereto pursuant to Section 301, a Holder, including a U.S.
     Depository that is a Holder of a Global Security, may make, give or take,
     by a proxy or proxies duly appointed in writing, any request, demand,
     authorization, direction, notice, consent, waiver or other action provided
     in this Indenture to be made, given or taken by Holders, and a U.S.
     Depository that is a Holder of a Global Security may provide its proxy or
     proxies to the beneficial owners of interests in any such Global Security
     through such U.S. Depository's standing instructions and customary
     practices.


                                      11
<PAGE>
 
          The Company may fix a record date for the purpose of determining the
     Persons who are beneficial owners of interests in any permanent Global
     Security held by a U.S. Depository entitled under the procedures of such
     U.S. Depository to make, give or take, by a proxy or proxies duly appointed
     in writing, any request, demand, authorization, direction, notice, consent,
     waiver or other action provided in this Indenture to be made, given or
     taken by Holders.  If such a record date is fixed, the Holders on such
     record date or their duly appointed proxy or proxies and only such Persons
     shall be entitled to make, give or take such request, demand,
     authorization, direction, notice, consent, waiver or other action, whether
     or not such Holders remain Holders after such record date.  No such
     request, demand, authorization, direction, notice, consent, waiver or other
     action shall be valid or effective if made, given or taken more than 90
     days after such record date.

          (b) The fact and date of the execution by any Person of any such
     instrument or writing may be proved in any reasonable manner which the
     Trustee deems sufficient and in accordance with such reasonable rules as
     the Trustee may determine; and the Trustee may in any instance require
     further proof with respect to any of the matters referred to in this
     Section.

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

          (d) The principal amount and serial numbers of Bearer Securities held
     by any Person and the date of holding the same may be proved by the
     production of such Bearer Securities or by a certificate executed, as
     depositary, by any trust company, bank, banker or other depositary
     reasonably acceptable to the Company, wherever situated, if such
     certificate shall be deemed by the Trustee to be satisfactory, showing that
     at the date therein mentioned such Person had on deposit with such
     depositary, or exhibited to it, the Bearer Securities therein described; or
     such facts may be proved by the certificate or affidavit of the Person
     holding such Bearer Securities, if such certificate or affidavit is deemed
     by the Trustee to be satisfactory.  The Trustee and the Company may assume
     that such ownership of any Bearer Security continues until (1) another
     certificate or affidavit bearing a later date issued in respect of the same
     Bearer Security is produced, or (2) such Bearer Security is produced to the
     Trustee by some other Person, or (3) such Bearer Security is surrendered in
     exchange for a Registered Security, or (4) such Bearer Security is no
     longer Outstanding.  The principal amount and serial numbers of Bearer
     Securities held by the Person so executing such instrument or writing and
     the date of holding the same may also be proved in any other manner which
     the Trustee deems sufficient.


                                      12
<PAGE>
 
          (e) If the Company shall solicit from the Holders of any Registered
     Securities any request, demand, authorization, direction, notice, consent,
     waiver or other Act, the Company may, at its option, by Board Resolution,
     fix in advance a record date for the determination of Holders of Registered
     Securities entitled to give such request, demand, authorization, direction,
     notice, consent, waiver or other Act, but the Company shall have no
     obligation to do so.  If such a record date is fixed, such request, demand,
     authorization, direction, notice, consent, waiver or other Act may be given
     before or after such record date, but only the Holders of Registered
     Securities of record at the close of business on such record date shall be
     deemed to be Holders for the purposes of determining whether Holders of the
     requisite proportion of Outstanding Securities have authorized or agreed or
     consented to such request, demand, authorization, direction, notice,
     consent, waiver or other Act, and for that purpose the Outstanding
     Securities shall be computed as of such record date; provided that no such
     authorization, agreement or consent by the Holders of Registered Securities
     on such record date shall be deemed effective unless it shall become
     effective pursuant to the provisions of this Indenture not later than six
     months after the record date.

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

     SECTION 105.  Notices etc. to Trustee and Company.

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

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at its Corporate Trust Office, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, postage prepaid, via certified mail, return receipt
     requested, to the Company addressed to the attention of its Treasurer at
     the address of its principal office specified in the first paragraph of
     this instrument or at any other address previously furnished in writing to
     the Trustee by the Company.

     SECTION 106.  Notice to Holders of Securities; Waiver.


                                      13
<PAGE>
 
     Except as otherwise expressly provided herein or in the form of Securities
of any particular series pursuant to the provisions of this Indenture, where
this Indenture provides for notice to Holders of Securities of any event,

          (1) such notice shall be sufficiently given to Holders of Registered
     Securities if in writing and mailed, first-class postage prepaid, to each
     Holder of a Registered Security affected by such event, at his address as
     it appears in the Security Register, not later than the latest date, and
     not earlier than the earliest date, prescribed for the giving of such
     notice; and

          (2) such notice shall be sufficiently given to Holders of Bearer
     Securities, if any, if published in an Authorized Newspaper in The City of
     New York and, if the Securities of such series are then listed on any stock
     exchange outside the United States, in an Authorized Newspaper in such city
     as the Company shall advise the Trustee that such stock exchange so
     requires, on a Business Day at least twice, the first such publication to
     be not earlier than the earliest date and not later than the latest date
     prescribed for the giving of such notice.

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

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder.  Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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

     SECTION 107.  Language of Notices, etc.

                                      14
<PAGE>
 
     Any request, demand, authorization, direction, notice, consent, election or
waiver required or permitted under this Indenture shall be in the English
language, except that, if the Company so elects, any published notice may be in
an official language of the country of publication.

     SECTION 108.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act or with a provision of the Trust
Indenture Act, the latter provision shall control.

     SECTION 109.  Effect of Headings and Table of Contents.

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

     SECTION 110.  Successors and Assigns.

     All covenants and agreements in this Indenture by the parties hereto shall
bind the successors and assigns of such parties, whether so expressed or not.

     SECTION 111.  Separability Clause.

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

     SECTION 112.  Benefits of Indenture.

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

     SECTION 113.  Governing Law.

     This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of laws provisions thereof.

     SECTION 114.  Legal Holidays.


                                      15
<PAGE>
 
     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or the Securities or
coupons other than a provision in the Securities which specifically states that
such provision shall apply in lieu of this Section) payment of interest or any
Additional Amounts or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day, except that if such next succeeding Business Day is in the next succeeding
calendar year, then on the immediately preceding Business Day, at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date or at the Stated Maturity, and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

                                  ARTICLE TWO

                                SECURITY FORMS

     SECTION 201.  Forms Generally.

     The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series, the related coupons, if any, and temporary
Global Securities, if any, shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons.  If so provided as contemplated by Section 301,
the Securities of a series also shall be issuable in bearer form, with or
without interest coupons attached.

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

     SECTION 202.  Form of Trustee's Certificate of Authentication.

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


                                      16
<PAGE>
 
                                         THE BANK OF NEW YORK,
                                              as Trustee

     Dated:                              By 
           ------------------              --------------------------
                                              Authorized Signatory

     SECTION 203.  Restrictive Legend.  Each Restricted Security will contain a
restrictive legend (the "Private Placement Legend") containing substantially the
following language:

          THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
     OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
     NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
     REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
     IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
     SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
     RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE ISSUE DATE
     HEREOF, ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
     WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
     AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
     QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT UPON THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUSTEE
     AND THE COMPANY, SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE
     OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY BEING
     COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
     BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
     TERMINATION DATE.

                                      17
<PAGE>
 
     SECTION 204.  Special Transfer Provisions.

     (a) The following provisions shall apply with respect to the registration
of any proposed transfer of a Security constituting a Restricted Security to any
Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:

               (i)  the Security Registrar shall register the transfer of any
          Security constituting a Restricted Security, whether or not such
          Security bears the Private Placement Legend, if (x) the requested
          transfer is after the applicable Resale Restriction Termination Date
          and the transferor certifies that the Restricted Security was not
          acquired from the Company or an Affiliate of the Company less than two
          years prior to the date of the proposed transfer or (y) in the case of
          a transfer to an Institutional Accredited Investor which is not a QIB
          (excluding Non-U.S. Persons) or a transfer to a Non-U.S. Person, the
          proposed transferee has delivered to the Security Registrar a
          certificate in the form approved by the Company; and

               (ii) if the proposed transferor is an Agent Member holding a
          beneficial interest in the Global Security, upon receipt by the
          Security Registrar of (x) the certificate, if any, required by
          paragraph (i) above and (y) instructions given in accordance with the
          Depository's and the Security Registrar's procedures,

     whereupon (a) the Security Registrar shall reflect on its books and records
     the date and (if the transfer does not involve a transfer of outstanding
     Physical Securities) a decrease in the principal amount of the applicable
     Global Security in an amount equal to the principal amount of the
     beneficial interest in such Global Security to be transferred, and (b) the
     Company shall execute and the Trustee shall authenticate and deliver one or
     more Physical Securities of like tenor and amount.

          (b) The following provisions shall apply with respect to the
     registration of any proposed transfer of a Security constituting a
     Restricted Security to a QIB (excluding transfers to Non-U.S. Persons)

               (i) the Security Registrar shall register the transfer of any
          Security constituting a Restricted Security, whether or not such
          Security bears the Private Placement Legend, if (x) the requested
          transfer is after the second anniversary of the Issue Date; provided,
          however, that neither the Company nor any Affiliate of the Company has
          held any beneficial interest in such Security, or portion thereof, at
          any time on or prior to the second anniversary of the Issue Date or
          (y) such transfer is being made by a proposed transferor who has
          checked the box provided for on the form of Security stating, or has
          otherwise advised the Company and the Security Registrar in writing,
          that the sale has been made in compliance with the 

                                      18
<PAGE>
 
          provisions of Rule 144A to a transferee who has signed the
          certification provided for on the form of Security stating, or has
          otherwise advised the Company and the Security Registrar in writing,
          that it is purchasing the Security for its own account or an account
          with respect to which it exercises sole investment discretion and that
          it and any such account is a QIB within the meaning of Rule 144A, and
          is aware that the sale to it is being made in reliance on Rule 144A
          and acknowledges that it has received such information regarding the
          Company as it has requested pursuant to Rule 144A or has determined
          not to request such information and that it is aware that the
          transferor is relying upon its foregoing representations in order to
          claim the exemption from registration provided by Rule 144A; and

               (ii) if the proposed transferee is an Agent Member, and the
          Securities to be transferred consist of Physical Securities which
          after transfer are to be evidenced by an interest in the Global
          Security, upon receipt by the Security Registrar of written
          instructions given in accordance with the Depository's and the
          Security Registrar's procedures, the Security Registrar shall register
          the transfer and reflect on its books and records the date and an
          increase in the principal amount of the Global Security in an amount
          equal to the principal amount of the Physical Securities to be
          transferred, and the Trustee shall cancel the Physical Securities so
          transferred.

          (c) Upon the registration of transfer, exchange or replacement of
     Securities not bearing the Private Placement Legend, the Security Registrar
     shall deliver Securities that do not bear the Private Placement Legend.
     Upon the registration of transfer, exchange or replacement of Securities
     bearing the Private Placement Legend, the Security Registrar shall deliver
     only Securities that bear the Private Placement Legend unless (i) the
     circumstance contemplated by paragraph (a) (i) (x) of this Section 204
     exist or (ii) there is delivered to the Security Registrar an Opinion of
     Counsel satisfactory to the Company and the Trustee to the effect that
     neither such legend nor the related restrictions on transfer are required
     in order to maintain compliance with the provisions of the Securities Act
     or (iii) such Security has been sold pursuant to an effective registration
     statement under the Securities Act.

          (d) By its acceptance of any Security bearing the Private Placement
     Legend, each Holder of such a Security acknowledges the restrictions on
     transfer of such Security set forth in this Indenture and in the Private
     Placement Legend and agrees that it will transfer such Security only as
     provided in this Indenture.

          The Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to this Section 204 for a period
of three years. The Company shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Security Registrar.


                                      19
<PAGE>
 
                                 ARTICLE THREE

                                THE SECURITIES

     SECTION 301.  Amount Unlimited; Issuable in Series.

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

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to a Board Resolution and set forth in an Officers'
Certificate or established in one or more indentures supplemental hereto:

          (1   the title of the Securities and the series in which such
     Securities shall be included;

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

          (3   whether Securities of the series are to be issuable as Registered
     Securities, Bearer Securities (with or without coupons) or both; any
     restrictions applicable to the offer, sale or delivery of Bearer Securities
     and the terms upon which Bearer Securities of the series may be exchanged
     for Registered Securities of the series and vice versa; and whether any
     Securities of the series are to be issuable initially in global form and,
     if so, (i) whether beneficial owners of interests in any such Global
     Security may exchange such interests for Securities of such series of like
     tenor of any authorized form and denomination and the circumstances under
     which any such exchanges may occur, if other than in the manner specified
     in Section 305, and (ii) the name of the depository or the U.S. Depository,
     as the case may be, with respect to any Global Security;

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

          (5   if Securities of the series are to be issuable as Bearer
     Securities, whether interest in respect of any portion of a temporary
     Bearer Security in global form (representing all of the Outstanding Bearer
     Securities of the series) payable in respect of an Interest Payment Date
     prior to the exchange of such temporary Bearer Security for 


                                      20
<PAGE>
 
     definitive Securities of the series shall be paid to any clearing
     organization with respect to the portion of such temporary Bearer Security
     held for its account and, in such event, the terms and conditions
     (including any certification requirements) upon which any such interest
     payment received by a clearing organization will be credited to the Persons
     entitled to interest payable on such Interest Payment Date;

          (6   the date or dates on which the principal of such Securities is
     payable;

          (7   the rate or rates at which such Securities shall bear interest,
     if any, or any method by which such rate or rates shall be determined, the
     date or dates from which such interest shall accrue, the Interest Payment
     Dates on which such interest shall be payable and the Regular Record Date
     for the interest payable on Registered Securities on any Interest Payment
     Date, whether and under what circumstances Additional Amounts on such
     securities shall be payable in respect of specified taxes, assessments or
     other governmental charges withheld or deducted and, if so, whether the
     Company has the option to redeem the affected Securities rather than pay
     such Additional Amounts, and the basis upon which interest shall be
     calculated if other than that of a 360 day year of twelve 30-day months;

          (8   the place or places, if any, in addition to or other than the
     Borough of Manhattan, The City of New York, where the principal of (and
     premium, if any) and interest on or Additional Amounts, if any, payable in
     respect of such Securities shall be payable;

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

          (10  the obligation, if any, of the Company to redeem or purchase
     such Securities pursuant to any sinking fund or analogous provisions or at
     the option of a Holder thereof and the period or periods within which, the
     price or prices at which and the terms and conditions upon which such
     Securities shall be redeemed or purchased, in whole or in part, pursuant to
     such obligation, and any provisions for the remarketing of such Securities;

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

          (12  if other than the principal amount thereof, the portion of the
     principal amount of such Securities which shall be payable upon declaration
     of acceleration of the Maturity thereof pursuant to Section 502;


                                      21
<PAGE>
 
          (13  if other than such coin or currency of the United States of
     America as at the time of payment is legal tender for payment of public or
     private debts, the coin or currency, including composite currencies, in
     which payment of the principal of (and premium, if any) and interest, if
     any, on and Additional Amounts in respect of such Securities shall be
     payable;

          (14  if the principal of (and premium, if any) or interest, if any, on
     and Additional Amounts in respect of such Securities are to be payable, at
     the election of the Company or a Holder thereof, in a coin or currency,
     including composite currencies, other than that in which the Securities are
     stated to be payable, the period or periods within which, and the terms and
     conditions upon which, such election may be made;

          (15  if the amount of payments of principal of (and premium, if any)
     or interest, if any, on and Additional Amounts in respect of such
     Securities may be determined with reference to an index, formula or other
     method or based on a coin or currency other than that in which the
     Securities are stated to be payable, the manner in which such amounts shall
     be determined;

          (16  the right, if any, of the Company to defer payments of interest
     by extending the interest payment periods and specify the duration of such
     extension, the Interest Payment Dates on which such interest shall be
     payable and whether and under what circumstances additional interest on
     amounts deferred shall be payable;

          (17  the limitation, if any, on the Company's right to pay dividends
     on, make distributions with respect to, or redeem, purchase or acquire, or
     make a liquidation payment with respect to, any of its Capital Stock or
     comparable equity interest;

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

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

     All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and the rate or rates of interest, if any, Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto.  All Securities of any

                                      22
<PAGE>
 
one series need not be issued at the same time, and unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series.

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

     SECTION 302.  Denominations.

     Unless other denominations and amounts may from time to time be fixed by or
pursuant to a Board Resolution or an indenture supplemental hereto, the
Registered Securities of each series, if any, shall be issuable in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof and the Bearer Securities of each series, if any, shall be issuable in
the denomination of $5,000.

     SECTION 303.  Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, President, Chief Financial Officer, a Vice President or its
Treasurer and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or
facsimile.  Coupons shall bear the facsimile signature of the Treasurer or any
Assistant Treasurer of the Company.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate or
supplemental indenture with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order and subject to the
provisions hereof shall authenticate and make available for delivery such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

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


                                      23
<PAGE>
 
          (b)  that all conditions precedent to the authentication and delivery
     of such Securities, together with the coupons, if any, appertaining
     thereto, have been complied with and that such Securities and coupons, when
     authenticated and delivered by the Trustee and issued by the Company in the
     manner and subject to any conditions specified in such Opinion of Counsel,
     will constitute valid and legally binding obligations of the Company,
     enforceable in accordance with their terms, subject to bankruptcy,
     insolvency, reorganization and other laws of general applicability relating
     to or affecting the enforcement of creditors' rights and to general equity
     principles,

          (c)  that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities and coupons, if any, have been
     complied with; and

          (d)  as to such other matters as the Trustee may reasonably request.

     The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee or if
the Trustee being advised by counsel determines that such action may not
lawfully be taken.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301.

     No Security or coupon appertaining thereto shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there
appears on such Security a certificate of authentication substantially in the
form provided for in Section 202 or 612 executed by or on behalf of the Trustee
by the manual signature of one of its authorized signers, and such certificate
upon any Security shall be conclusive evidence and the only evidence that such
Security has been duly authenticated and delivered hereunder.  Except as
permitted by Section 306 or 307, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
have been detached and cancelled.

     SECTION 304.  Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute and deliver to the Trustee, and upon Company Order the Trustee shall
authenticate and make available for delivery in the manner provided in Section
303, temporary Securities of such series which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more 

                                      24
<PAGE>
 
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities. In the case of
Bearer Securities of any series, such temporary Securities may be in global
form, representing all of the Outstanding Bearer Securities of such series.

     Except in the case of temporary Securities in global form, which shall be
exchanged in accordance with the provisions thereof, if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series containing identical terms
and provisions upon surrender of the temporary Securities of such series at an
office or agency of the Company maintained for such purpose pursuant to Section
1002, without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series containing identical terms and provisions; provided, however, that
no definitive Bearer Security, except as provided pursuant to Section 301, shall
be delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth
therein.  Unless otherwise specified as contemplated by Section 301 with respect
to a temporary Global Security, until so exchanged the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     SECTION 305.  Registration, Transfer and Exchange.

     With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept at an office or agency of the Company maintained
pursuant to Section 1002, a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of each series and of transfers of the Registered Securities of each
series.  Such office or agency shall be the "Security Registrar" for the
Registered Securities, if any, of each series of Securities.  In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.

     Upon surrender for registration of transfer of any Registered Security of
any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations, of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical
terms and provisions.


                                      25
<PAGE>
 
     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency.  Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute and the Trustee shall
authenticate and make available for delivery the Registered Securities which the
holder making the exchange is entitled to receive.

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

     If expressly provided with respect to the Securities of any series, at the
option of the Holder, Registered Securities of such series may be exchanged for
Bearer Securities upon such terms and conditions as may be provided with respect
to such series.


                                      26
<PAGE>
 
     Whenever any Securities are so surrendered for exchange, the Company shall
execute and the Trustee shall authenticate and deliver the Securities which the
Holder making the exchange is entitled to receive.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable only if
(i) the Depository is at any time unwilling or unable to continue as Depository
and a successor depository is not appointed by the Company within 60 days, (ii)
the Company executes and delivers to the Trustee a Company Order to the effect
that such Global Security shall be so exchangeable, or (iii) an Event of Default
has occurred and is continuing with respect to the Securities of the applicable
series.  If the beneficial owners of interests in a Global Security are entitled
to exchange such interests for Securities of such series, of like tenor and
principal amount and of any authorized form and denomination, as specified as
contemplated by Section 301, then without unnecessary delay but in any event not
later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in
aggregate principal amount equal to the principal amount of such Global Security
executed by the Company.  On or after the earliest date on which such interests
may be so exchanged, such Global Securities shall be surrendered from time to
time by the U.S. Depository or such other depository as shall be specified in
the Company Order with respect thereto or pursuant to Section 204, and in
accordance with instructions given to the Trustee and the U.S. Depository or
such depository, as the case may be (which instructions shall be in writing but
need not comply with Section 102 or be accompanied by an Opinion of Counsel), as
shall be specified in the Company Order or pursuant to Section 204 with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities of the same series
without charge.  The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered Global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such Global
Security to be exchanged which (unless the Securities of the series are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the Global Security shall be issuable
only in the form in which the Securities are issuable, as specified as
contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that (unless otherwise specified as
contemplated by Section 301) no Bearer Security delivered in exchange for a
portion of a Global Security shall be mailed or otherwise delivered to any
location in the United States.  Promptly following any such exchange in part,
such Global Security shall be returned by the Trustee to such depository or the
U.S. Depository, as the case may be, or such other depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to
above. If a Registered Security is issued in exchange for any portion of a
Global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at 

                                      27
<PAGE>
 
such office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest will not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but will be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such Global Security is payable in accordance with the provisions of
this Indenture.

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

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

     No service charge shall be made for any registration of transfer or
exchange or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series, provided that such Registered Security
shall be immediately surrendered for redemption with written instruction for
payment consistent with the provisions of this Indenture.

     SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of the same series containing identical terms and of
like principal amount and bearing a number not contemporaneously 

                                      28
<PAGE>
 
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Securities.

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

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

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

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

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

     SECTION 307.  Payment of Interest; Interest Rights Preserved


                                      29
<PAGE>
 
     Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.  In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the close
of business (at an office of agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

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

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

                                      30
<PAGE>
 
     York, but such publication shall not be a condition precedent to the
     establishment of such Special Record Date. Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names such Registered Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following Clause (2).
     In case a Bearer Security of any series is surrendered at the office or
     agency in a Place of Payment for such series in exchange for a Registered
     Security of such series after the close of business at such office or
     agency on any Special Record Date and before the opening of business at
     such office or agency on the related proposed date for payment of Defaulted
     Interest, such Bearer Security shall be surrendered without the coupon
     relating to such proposed date of payment and Defaulted Interest will not
     be payable on such proposed date of payment in respect of the Registered
     Security issued in exchange for such Bearer Security, but will be payable
     only to the Holder of such coupon when due in accordance with the
     provisions of this Indenture.

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

     At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.

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

     SECTION 308.  Persons Deemed Owners.

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


                                      31
<PAGE>
 
     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

     SECTION 309.  Cancellation.

     All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee, and any such Securities and coupons and Securities and coupons
surrendered directly to the Trustee for any such purpose shall be promptly
cancelled by it.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture.  All cancelled
Securities and coupons held by the Trustee shall be returned by the Trustee to
the Company.

     SECTION 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, or as set forth in any supplemental indenture, interest on the
Securities of each series shall be computed on the basis of a 360 day year of
twelve 30-day months or, for any period shorter than a full three months, on the
basis of the actual number of days elapsed in such period.

     SECTION 311.  Cusip Numbers

     The Company in issuing Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of redemption
and that reliance may be placed only on the other identification numbers printed
on the 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 "CUSIP" numbers.

                                 ARTICLE FOUR

                    DEFEASANCE, SATISFACTION AND DISCHARGE


                                      32
<PAGE>
 
     SECTION 401. Legal Defeasance and Covenant Defeasance.

          (a) The Company may, at its option, by a Board Resolution, at any
time, elect to have either paragraph (b) or (c) below be applicable to all
outstanding Securities of a series upon compliance with the conditions set forth
in Section 402.

          (b) Upon the Company's exercise of the option set forth in this
paragraph (b), the Company shall, subject to the satisfaction of the conditions
set forth in Section 402, be deemed to have been discharged from its obligations
with respect to all Outstanding Securities of a series on and after the date
that the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of a series, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 404 hereof and the other Sections
of this Indenture referred to in clauses (i) and (ii) below, and to have
satisfied all its other obligations under and with respect to such Securities
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of such Securities to receive
solely from the trust fund described in Section 404 hereof, and as more fully
set forth in such Section, payments in respect of the principal of and premium,
if any, and interest on such Securities when such payments are due and (ii) the
Company's obligations with respect to such Securities under Sections 305, 306,
404 and 606. The Company may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) hereof.

          (c) Upon the Company's exercise of the option set forth in this
paragraph (c), the Company shall, subject to the satisfaction of the conditions
set forth in Section 402, be released from its obligations under the covenants
contained in Article Ten hereof and which may be contained in any Supplemental
Indenture with respect to all Outstanding Securities of a series on and after
the date that the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and such Securities shall thereafter be deemed not to be
"outstanding" for the purposes of any Act of Holders (and the consequences of
any thereof) in connection with such covenants, but shall continue to be deemed
to be "outstanding" for all other purposes hereunder (it being understood that
such Securities shall not be deemed outstanding for accounting purposes).  For
this purpose, Covenant Defeasance means that, with respect to the Outstanding
Securities of a series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event or Default under Section 501
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.  In addition, upon the Company's
exercise of the option set forth in this paragraph (c), subject to the
satisfaction of the conditions set forth in Section 402 hereof, those 

                                      33
<PAGE>
 
events described in Section 501 (except those events described in Sections
501(1), (2), (5) and (6)) shall not constitute Events of Default.

          SECTION 402. Conditions to Legal Defeasance and Covenant Defeasance

          The following shall be the conditions to the application of either
Section 401(b) or 401(c) hereof to the Outstanding Securities of a series:

          (a) The Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, U.S. Dollars or U.S. Government Obligations, or
a combination thereof, in such amounts as will be sufficient, in the opinion of
a nationally recognized firm of independent public accountants, to pay the
principal of, premium, if any, and interest on such Securities on the stated
date for payment thereof or on the applicable redemption date, as the case may
be, of such principal or installment of principal of or interest on such
Securities; provided, that the Trustee shall have received an irrevocable
written order from the Company instructing the Trustee to apply such U.S.
Dollars or the proceeds of such U.S. Government Obligations to said payments
with respect to such Securities;

          (b) In the case of an election under Section 401(b) hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that (A) the Company has received from, or there has been published by, the U.S.
Internal Revenue Service a ruling or (B) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that
the Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

          (c) In the case of an election under Section 401(c) hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that the Holders will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

          (d) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Indebtedness all or a portion of the proceeds
of which will be used to defease the Securities of a series  pursuant to this
Article Four concurrently with such incurrence or with respect to Sections
501(5) and (6), at any time in the period ending on the 91st day after the date
of such deposit);

          (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of or constitute a default under this Indenture or any other
material agreement or 

                                      34
<PAGE>
 
instrument to which the Company or any of its Subsidiaries is a party or by
which the Company or any of its Subsidiaries is bound;

          (f) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company;

          (g) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent (other than, in the case of such legal opinion, paragraph (f) as to
which such counsel need express no opinion) provided for or relating to the
Legal Defeasance or the Covenant Defeasance have been complied with; and

          (h) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that assuming no intervening bankruptcy or insolvency of
the Company between the date of deposit and the 91st day following the deposit
and that no Holder is an insider of the Company, after the 91st day following
the deposit, the trust funds will not be subject to the effect of any applicable
Bankruptcy Law.

     SECTION 403.  Satisfaction and Discharge of Indenture.

     Upon the direction of the Company by a Company Order, this Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 1004), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

          (1   either

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


                                      35
<PAGE>
 
               (B   all such Securities and, in the case of (i) or (ii) below,
          any such coupons appertaining thereto not theretofore delivered to the
          Trustee for cancellation

                    (i)    have become due and payable, or

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

                    (iii)  if redeemable at the option of the Company, are to be
               called for redemption within one year under arrangements
               satisfactory to the Trustee for the giving of notice of
               redemption by the Trustee in the name, and at the expense, of the
               Company, and the Company, in the case of (i), (ii) or (iii)
               above, has deposited or caused to be deposited with the Trustee
               as trust funds in trust for the purpose an amount sufficient to
               pay and discharge the entire indebtedness on such Securities and
               coupons not theretofore delivered to the Trustee for
               cancellation, for principal (and premium, if any) and interest
               and any Additional Amounts with respect thereto to the date of
               such deposit (in the case of Securities which have become due and
               payable) or to the Stated Maturity or Redemption Date, as the
               case may be;

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

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

     In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met.  In the event there are two or more Trustees hereunder, then
the effectiveness of any such instrument shall be conditioned upon receipt of
such instrument from all Trustees hereunder.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 404 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.


                                      36
<PAGE>
 
     SECTION 404.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Sections 402 and 403 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and any interest and Additional Amounts for whose payment such
money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501.  Events of Default.

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

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

          (2) default in the payment of the principal of (and premium, if any,
     on) any Security of that series when it becomes due and payable at
     Maturity; or

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

          (4) default in the performance or breach of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has been expressly included in this
     Indenture solely for the benefit of Securities of series other than that
     series), and continuance of such default or breach for a period of 60 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying 

                                       37
<PAGE>
 
     such default or breach and requiring it to be remedied and stating that
     such notice is a "Notice of Default" hereunder; or

          (5) a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of the Company in an involuntary case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, or appointing a receiver, liquidator, assignee, custodian,
     trustee, sequestrator (or similar official) of the Company or for any
     substantial part of its property, or ordering the winding-up or liquidation
     of its affairs, and such decree or order shall remain unstayed and in
     effect for a period of 60 consecutive days; or

          (6) the Company shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect, or
     shall consent to the entry of an order for relief in an involuntary case
     under any such law, or shall consent to the appointment of or taking
     possession by a receiver, liquidator, assignee, trustee, custodian,
     sequestrator (or similar official) of the Company or for any substantial
     part of its property, or shall make any general assignment for the benefit
     of creditors, or shall fail generally to pay its debts as they become due
     or shall take any corporate action in furtherance of any of the foregoing;
     or

          (7) a default occurs under any bond, mortgage, indenture (including
     this Indenture) or instrument under which there may be issued, or by which
     there may be secured or evidenced, any indebtedness for money borrowed of
     the Company or any Subsidiary of the Company, whether such indebtedness now
     exists or shall hereafter be created, which default (a) is caused by a
     failure to pay principal on such indebtedness prior to the expiration of
     the grace period provided in such indebtedness (a "Payment Default") or (b)
     results in the acceleration of such indebtedness, prior to its express
     maturity, and in each case, the principal amount of any such indebtedness
     together with the principal amount of any other such indebtedness under
     which there has been a Payment Default or the maturity of which has been so
     accelerated, aggregates $25 million or more; or

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

     SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal of all the Securities of
that series, or such lesser amount as may be provided for in the Securities of
that series, to be due and payable immediately, by a notice in writing to the

                                       38
<PAGE>
 
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount shall become immediately due
and payable.

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

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

               (A) all overdue installments of interest on and any Additional
          Amounts payable in respect of all Securities of that series,

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

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

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

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

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

     SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if

          (1)  default is made in the payment of any instalment of interest on
     or any Additional Amounts payable in respect of any Security when such
     interest or Additional 

                                       39
<PAGE>
 
     Amounts shall have become due and payable and such default continues for a
     period of 30 days, or

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

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

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities 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 Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
related coupons by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

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

                                       40
<PAGE>
 
          (i)   to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of that series, of
     principal (and premium, if any) and interest and any Additional Amounts
     owing and unpaid in respect of the Securities and to file such other papers
     or documents as may be necessary or advisable in order to have the claims
     of the Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee and its agents or
     counsel) and of the Holders allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities and coupons to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities and coupons, to pay to the Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agents and counsel and any other amounts due the Trustee under
Section 607.

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

     SECTION 505.  Trustee May Enforce Claims Without Possession of Securities
or Coupons.

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

     SECTION 506.  Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any), interest or any Additional 

                                       41
<PAGE>
 
Amounts, upon presentation of the Securities or coupons, or both, as the case
may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee and its agents
     and counsel under Section 607;

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

          THIRD: The balance, if any, to the Company.

     SECTION 507.  Limitation on Suits.

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or Holders of any other series or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right 

                                       42
<PAGE>
 
under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all such Holders.

     SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium
and Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on and any Additional Amounts in respect of such
Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

     SECTION 509.  Restoration of Rights and Remedies.

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

     SECTION 510.  Rights and Remedies Cumulative.

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

     SECTION 511.  Delay or Omission Not Waiver.

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

                                       43
<PAGE>
 
     SECTION 512.  Control by Holders of Securities.

     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series; provided that

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

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

          (3) such direction is not unduly prejudicial to the rights of other
     Holders of Securities of such series.

     SECTION 513.  Waiver of Past Defaults.

     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series and any related coupons waive any past default
hereunder or under any Supplemental Indenture with respect to such series and
its consequences, except a default

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

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

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

     SECTION 514.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit, other than the Trustee, of an undertaking to pay the costs of such

                                       44
<PAGE>
 
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, including the Trustee, having due regard to the merits and good faith
of the claims or defenses made by such party litigant, but the provisions of
this Section shall not apply to any suit instituted by the Company, the Trustee
or by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series or to any suit
instituted by any Holder of any Security or coupon for the enforcement of the
payment of the principal of (and premium, if any) or interest on or any
Additional Amounts in respect of any Security or the payment of any coupon on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date) or interest on any overdue
principal of any Security.

     SECTION 515.  Waiver of Stay, Extension or Usury Laws.

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

                                  ARTICLE SIX

                                  THE TRUSTEE

     SECTION 601.  Certain Duties and Responsibilities.

          (a)  Except during the continuance of an Event of Default,

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

               (2) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions (whether in their original or facsimile form) furnished to
          the Trustee and conforming to the requirements of this Indenture; but
          in the case of any such certificates or opinions which by any
          provisions hereof are specifically required to be furnished to the
          Trustee, the Trustee shall be under a duty to examine the same 

                                       45
<PAGE>
 
          to determine whether or not they conform to the requirements of this
          Indenture (but need not confirm or investigate the accuracy of any
          facts or mathematical calculations stated therein).

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

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

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

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

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

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

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

     SECTION 602.  Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such 

                                       46
<PAGE>
 
series entitled to receive reports pursuant to Section 703(c) notice of such
default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (and premium, if any) or interest on or any
Additional Amounts with respect to any Security of such series or in the payment
of any sinking fund instalment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of Securities and
coupons of such series; and provided, further, that in the case of any default
of the character specified in Section 501(4) with respect to Securities of such
series, no such notice to 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 which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

     SECTION 603.  Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

          (a) the Trustee may conclusively rely and shall be fully 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 (in its
     original or facsimile form) reasonably believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order (other than
     delivery of any Security to the Trustee for authentication and delivery
     pursuant to Section 303 which shall be sufficiently evidenced as provided
     therein) and any resolution of the Board of Directors shall be sufficiently
     evidenced by a Board Resolution;

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

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

                                       47
<PAGE>
 
          (e) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders of Securities of any series or any related coupons
     pursuant to this Indenture, unless such Holders shall have offered to the
     Trustee security or indemnity satisfactory to it against the costs,
     expenses and liabilities which might be incurred by it in compliance with
     such request or direction;

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture or other paper or document, but the Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit, and, if the Trustee shall determine to make
     such further inquiry or investigation, it shall be entitled to examine the
     books, records and premises of the Company personally or by agent or
     attorney at the sole cost of the Company and shall incur no additional
     liability of any kind by reason of such inquiry or investigation;

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

     SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

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

     SECTION 605.  May Hold Securities.

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

     SECTION 606.  Money Held in Trust.

                                       48
<PAGE>
 
     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

     SECTION 607.  Compensation and Reimbursement.

     The Company agrees

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

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

          (3) to indemnify each of the Trustee, any predecessor Trustee and
     their respective agents for, and to hold them harmless against, any and all
     loss, liability, claim, damage or expense (including taxes other than taxes
     based on the income of the Trustee) incurred without negligence, bad faith
     or intentional misconduct on their part, arising out of or in connection
     with the acceptance or administration of the trust or trusts hereunder,
     including the costs and expenses of defending themselves against any claim
     or liability in connection with the exercise or performance of any of their
     powers or duties hereunder.

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

     SECTION 608.  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder that is a corporation (or
other person permitted to so act by the Commission) permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000.  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section or Section 310(a)(5) of the Trust
Indenture Act, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                                       49
<PAGE>
 
     SECTION 609.  Resignation and Removal; Appointment of Successor.

          (a)  No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee under Section 610.

          (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 610
     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 such series.

          (c)  The Trustee may be removed at any time with respect to the
     Securities of any series by the Act of the Holders of a majority in
     principal amount of the Outstanding Securities of such series delivered to
     the Trustee and to the Company.  If the instrument of acceptance by a
     successor Trustee required by Section 610 shall not have been delivered to
     the Trustee within 30 days after the giving of such notice of removal, the
     removed Trustee may at the expense of the Company petition any court of
     competent jurisdiction for the appointment of a successor Trustee with
     respect to such series.

          (d)  If at any time:

               (1) the Trustee shall fail to comply with the obligations imposed
          upon it under Section 310(b) of the Trust Indenture Act with respect
          to Securities of any series after written request therefor by the
          Company or by any Holder of a Security who has been a bona fide Holder
          of a Security for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 608 and
          shall fail to resign after written request therefor by the Company or
          by any such Holder of a Security, or

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

     then, in any such case, (i) the Company by a Board Resolution may remove
     the Trustee with respect to all Securities or the Securities of such
     series, or (ii) subject to Section 

                                       50
<PAGE>
 
     315(e) of the Trust Indenture Act, any Holder of a Security who has been a
     bona fide Holder of a Security of any series for at least six months may,
     on behalf of himself and all others similarly situated, petition any court
     of competent jurisdiction for the removal of the Trustee with respect to
     all Securities of such series and the appointment of a successor Trustee or
     Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
     acting or if a vacancy shall occur in the office of Trustee for any other
     cause, with respect to the Securities of one or more series, the Company,
     by a Board Resolution, shall promptly appoint a successor Trustee or
     Trustees with respect to the Securities of that or those series (it being
     understood that any such successor Trustee may be appointed with respect to
     the Securities of one or more or all of such series and that at any time
     there shall be only one Trustee with respect to the Securities of any
     particular series) and shall comply with the applicable requirements of
     Section 610.  If, within one year after such resignation, removal or
     incapacitation, or the occurrence of such vacancy, a successor Trustee with
     respect to the Securities of any series shall be appointed by the Act of
     the Holders of a majority in principal amount of the Outstanding Securities
     of such series delivered to the Company and the then Trustee, the successor
     Trustee so appointed shall, forthwith upon its acceptance of such
     appointment in accordance with the applicable requirements of Section 610,
     become the successor Trustee with respect to the Securities of such series
     and to that extent supersede the Trustee appointed by the Company.  If no
     successor Trustee with respect to the Securities of any series shall have
     been so appointed by the Company or the Holders of Securities and accepted
     appointment in the manner required by Section 610, any Holder of a Security
     who has been a bona fide Holder of a Security of such series for at least
     six months may, on behalf of himself and all others similarly situated,
     petition any court of competent jurisdiction for the appointment of a
     successor Trustee with respect to 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 by mailing written notice of such event by first-class mail, postage
     prepaid, to the Holders of Registered Securities, if any, of such series as
     their names and addresses appear in the Security Register and, if
     Securities of such series are issued as Bearer Securities, by publishing
     notice of such event once in an Authorized Newspaper in each Place of
     Payment located outside the United States.  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 610.   Acceptance of Appointment by Successor.

                                       51
<PAGE>
 
          (a) In case of the appointment hereunder of a successor Trustee with
     respect to all Securities, every such successor Trustee so appointed shall
     execute, acknowledge and deliver to the Company and to the predecessor
     Trustee 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; but, on the request of the Company or the successor
     Trustee, such predecessor Trustee shall, upon payment of its charges,
     execute and deliver an instrument transferring to such successor Trustee
     all the rights, powers and trusts of the predecessor Trustee and shall duly
     assign, transfer and deliver to such successor Trustee all property and
     money held by such predecessor Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
     respect to the Securities of one or more (but not all) series, the Company,
     the predecessor Trustee and each successor Trustee with respect to the
     Securities of one or more series shall execute and deliver an indenture
     supplemental hereto wherein each successor Trustee shall accept such
     appointment and which (1) shall contain such provisions as shall be
     necessary or desirable to transfer and confirm to, and to vest in, each
     successor Trustee all the rights, powers, trusts and duties of the
     predecessor Trustee with respect to the Securities of that or those series
     to which the appointment of such successor Trustee relates, (2) if the
     predecessor Trustee is not resigning or being removed with respect to all
     Securities, shall contain such provisions as shall be deemed necessary or
     desirable to confirm that all the rights, powers, trusts and duties of the
     predecessor Trustee with respect to the Securities of that or those series
     as to which the predecessor Trustee is not resigning or being removed shall
     continue to be vested in the predecessor Trustee, and (3) shall add to or
     change any of the provisions of this Indenture as shall be necessary to
     provide for or facilitate the administration of the trusts hereunder by
     more than one Trustee, it being understood that nothing herein or in such
     supplemental indenture shall constitute such Trustees co-trustees of the
     same trust, 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 that no Trustee shall be
     responsible for any notice given to, or received by, or any act or failure
     to act on the part of any other Trustee hereunder, and upon the execution
     and delivery of such supplemental indenture the resignation or removal of
     the predecessor Trustee shall become effective to the extent provided
     therein, such predecessor Trustee shall with respect to the Securities of
     that or those series to which the appointment of such successor Trustee
     relates have no further responsibility for the exercise of rights and
     powers or for the performance of the duties and obligations vested in the
     Trustee under this Indenture other than as hereinafter expressly set forth,
     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 predecessor Trustee with respect to the Securities of that or
     those series to which the appointment of such predecessor Trustee relates;
     but, on request of the Company or any successor Trustee, such predecessor

                                       52
<PAGE>
 
     Trustee shall duly assign, transfer and deliver to such successor Trustee,
     to the extent contemplated by such supplemental indenture, the property and
     money held by such retiring Trustee hereunder with respect to the
     Securities of that or those series to which the appointment of such
     successor Trustee relates.

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

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

     SECTION 611.  Merger, Conversion, Consolidation or Succession to Business.

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

     SECTION 612.  Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original
issue, exchange, registration of transfer, partial redemption or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder.  Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent must be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority.  

                                       53
<PAGE>
 
If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which must be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States.  Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

                                       54
<PAGE>
 
     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternate
certificate of authentication in the following form:

     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

Dated: .................                 By ............................
                                         As Authenticating Agent

                                         By ............................
                                                Authorized Signatory

     If all of the Securities of any series will not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not comply
with Section 102) by the Company, shall appoint in accordance with this Section
612 an Authenticating Agent having an office in such Place of Payment designated
by the Company with respect to such series of Securities.

     SECTION 613.  Trustee's Application for Instructions from the Company.

     Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective.
Subject to Section 601 hereof and the Trust Indenture Act, the Trustee shall not
be liable for any action taken by, or any omission of, the Trustee in accordance
with such application on or after the date specified in such application (which
date shall not be less than three business days after the date any officer of
the Company actually receives such application, unless any such officer shall
have consented in writing to any earlier date) unless prior to taking any such
action (or the effective date in the case of an omission), the Trustee shall
have received written instructions in response to such application specifying
the action to be taken or omitted.

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

                                       55
<PAGE>
 
     The Company will furnish or cause to be furnished to the Trustee

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

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

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

     SECTION 702.  Preservation of Information; Communications to Holders.

     The Trustee shall comply with the obligations imposed upon it pursuant to
Section 312 of the Trust Indenture Act.
     Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company, the Trustee,
any Paying Agent or any Security Registrar shall be held accountable by reason
of the disclosure of any information as to the names and addresses of the
Holders of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

     SECTION 703.  Reports by Trustee.

          (a) Within 60 days after April 30 of each year commencing with April
     30, 1999 if required by Section 313(a) of the Trust Indenture Act, the
     Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture
     Act, a brief report dated as of such date with respect to any of the events
     specified in said Section 313(a) which may have occurred since the later of
     the immediately preceding April 30 and the date of this Indenture.

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

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

                                       56
<PAGE>
 
     Company will notify the Trustee when any series of Securities are listed on
     any securities exchange.

     SECTION 704.  Reports by Company.

     The Company shall:

          (1) File with the Trustee, within 30 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of said sections, then it shall prepare in
     accordance with the rules and regulations prescribed from time to time by
     the Commission, such of the supplementary and periodic information,
     documents and reports which would have been required pursuant to Section 13
     of the Exchange Act, in respect of a security listed and registered on a
     national securities exchange and shall file a copy thereof with the Trustee
     within 30 days after such supplementary and periodic information, documents
     and reports would have been required to be filed with the Commission;
          (2) File with the Trustee and the Commission, in accordance with the
     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

          (3) Transmit within 30 days after the filing thereof with the Trustee,
     in the manner and to the extent provided in Section 703(c) with respect to
     reports pursuant to Section 703(a), such summaries of any information,
     documents and reports required to be filed by the Company pursuant to
     paragraphs (1) and (2) of this Section as may be required by rules and
     regulations prescribed from time to time by the Commission.

          (4) 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).

                                       57
<PAGE>
 
                                 ARTICLE EIGHT

                    MERGER, CONSOLIDATION AND SALE OF ASSETS

     SECTION 801. Merger, Consolidation and Sale of Assets.

     The Company shall not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of the Company's assets (determined on a
consolidated basis for the Company and the Company's Subsidiaries) to any
Person, unless: (i) either (a) the Company shall be the surviving or continuing
corporation or (b) the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale, assignment, transfer, lease, conveyance or other disposition all or
substantially all of the Company's assets (the "Surviving Entity") (x) shall be
a corporation organized and validly existing under the laws of the United States
or any state thereof or the District of Columbia and (y) expressly assumes, by
supplemental indenture (in form and substance satisfactory to the Trustee)
executed and delivered to the Trustee, the due and punctual payment of the
principal of, (and premium, if any) and interest on and Additional Amounts with
respect to all of the Securities and the performance of every covenant of the
Securities, this Indenture and any related agreement referred to herein, in a
Board Resolution or in any indenture supplemental hereto on the part of the
Company to be performed or observed; (ii) immediately after giving effect to
such transaction and the assumption provided for in clause (i)(b)(y) above, the
Company or such Surviving Entity, as the case may be, shall have a Consolidated
Net Worth equal to at least 90% of the Consolidated Net Worth of the Company
immediately prior to such transaction; (iii) immediately before and immediately
after giving effect to such transaction and the assumption provided for in
clause (i)(b)(y) above, no default or Event of Default shall have occurred and
be continuing; and (iv) the Company or the Surviving Entity shall have delivered
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or other disposition, and if a supplemental indenture is required in connection
with such transaction, such supplemental indenture, comply with the applicable
provisions of this Indenture and that all conditions precedent in this Indenture
relating to such transaction have been satisfied.

     The transfer (by lease, assignment, sale or otherwise in a single
transaction or series of transactions) of all or substantially all of the assets
of one or more Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the assets of the Company, shall be
deemed to be the transfer of all or substantially all of the assets of the
Company.

                                       58
<PAGE>
 
     SECTION 802.  Rights and Duties of Successor Corporation.

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

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

     SECTION 803.  Officers' Certificate and Opinion of Counsel.

     The Trustee, subject to the provisions of Sections 601 and 603, may receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, and any such assumption, complies with the provisions of this
Article.

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

     SECTION 901.  Supplemental Indentures without Consent of Holders.

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

                                       59
<PAGE>
 
          (1) to evidence the succession of a Surviving Entity to the Company,
     and the assumption by any such Surviving Entity of the covenants of the
     Company herein and in the Securities contained; or

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

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

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

          (5) 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 610 (b); or

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

          (7) to add to, delete from or revise the conditions, limitations and
     restrictions on the authorized amount, terms or purposes of issue,
     authentication and delivery of Securities, as herein set forth.

     SECTION 902.  Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, 

                                       60
<PAGE>
 
by the Act of said Holders delivered to the Company and the Trustee, the
Company, and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series under this
Indenture or any Supplemental Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

          (1) other than in the manner specified in any agreement entered into
     contemporaneously with the issuance of such series of Securities, change
     the Stated Maturity of the principal of or any installment of principal of
     or interest on any Security; or reduce the principal amount thereof or the
     rate of interest thereon or any Additional Amounts payable in respect
     thereof or any premium payable upon the redemption thereof; or change the
     obligation of the Company to pay Additional Amounts pursuant to Section
     1004 (except as contemplated by Section 801(i) and permitted by Section
     901(1)); or reduce the amount of the principal of an Original Issue
     Discount Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502; or change any
     Place of Payment where or the coin or currency in which any Security or any
     principal therefor, premium or interest thereon is payable; or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or, in the case of redemption, on or after the
     Redemption Date); or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of such series, the consent of whose Holders is required for any
     such supplemental indenture or the consent of whose Holders is required for
     any waiver of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences provided for in this
     Indenture; or reduce the requirements of Section 1404 for quorum or voting,
     or

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

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

                                       61
<PAGE>
 
     It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

     SECTION 903.  Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.  The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

     SECTION 904.  Effect of Supplemental Indentures.

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

     SECTION 905.  Conformity with Trust Indenture Act.

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

     SECTION 906.  Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   COVENANTS

     SECTION 1001. Payment of Principal, Premium, if any, and Interest.

                                       62
<PAGE>
 
     The Company, for the benefit of the Holders of each series of Securities,
will duly and punctually pay the principal of (and premium, if any) and interest
on and any Additional Amounts payable in respect of the Securities of such
series in accordance with the terms of such series of Securities, any coupons
appertaining thereto and this Indenture.  Any interest due on and any Additional
Amounts payable in respect of Bearer Securities on or before Maturity, other
than Additional Amounts, if any, payable as provided in Section 1004 in respect
of principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

     SECTION 1002.  Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served.  If Securities
of a series are issuable as Bearer Securities, the Company will maintain,
subject to any laws or regulations applicable thereto, an office or agency in a
Place of Payment for such series which is located outside the United States
where Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of such series pursuant to Section 1004); provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of such series are listed on such exchange.  The
Company will give prompt written notice to a Responsible Officer of the Trustee
of the location, and any change in the location, of such office or agency.  If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1004) at the place specified for the purpose
pursuant to Section 301, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

     Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained 

                                       63
<PAGE>
 
with a bank located in the United States; provided, however, that payment of
principal of and any premium and interest in U.S. dollars (including Additional
Amounts payable in respect thereof) on any Bearer Security may be made at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York if (but only if) payment of the full amount of such principal, premium,
interest or Additional Amounts at all offices outside the United States
maintained for the purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of a series for such purposes.  The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.  Unless otherwise set forth in a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby
designates as the Place of Payment for each series of Securities the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as the Company's office or agency for each of such
purposes in such city.

     SECTION 1003.  Money for Securities Payments to be Held in Trust.

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

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

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

                                       64
<PAGE>
 
          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

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

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

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

     Except as otherwise provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture, any money deposited with
the Trustee or any Paying Agent or then held by the Company, in trust, for the
payment of the principal of (and premium, if any) or interest on any Security of
any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or any coupon appertaining
thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof and all liability of the Trustee or such Paying
Agent with respect to such trust money and all liability of the Company as
trustee thereof shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once in an Authorized Newspaper in
each Place of Payment or to be mailed to Holders of Registered Securities, or
both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

     SECTION 1004.  Additional Amounts.

     (a) If the Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as provided therein.
Whenever in this Indenture there is 

                                       65
<PAGE>
 
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on or in respect of any Security of any series or any related coupon
or the net proceeds to be received on the sale or exchange of any Security of
any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and such Security and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

     (b) If the Securities of a series are issuable as Bearer Securities and
provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first
day on which a payment of principal (and premium, if any) is made), and at least
10 days prior to each date of payment of principal (and premium, if any) or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal (and premium, if any)
or interest on the Securities of that series shall be made to Holders of
Securities of that series or the related coupons who are United States Aliens
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or coupons and the Company will pay to the Trustee or such
Paying Agent the Additional Amounts required by this Section. The Company will
indemnify the Trustee and any Paying Agent for, and hold them harmless against,
any loss, liability or expense reasonably incurred without negligence, bad faith
or intentional misconduct on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

     SECTION 1005. Statement as to Compliance

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement, which need not comply with Section 102,
signed by the Chairman of the Board, the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller
of the Company, stating, as to each signer thereof, that

     (a) a review of the activities of the Company during such year and of
     performance under this Indenture has been made under his supervision, and

     (b) to the best of his knowledge, based on such review, (i) the Company has
     fulfilled all of its obligations under this Indenture throughout such year,
     or, if there has 

                                       66
<PAGE>
 
     been a default in the fulfillment of any such obligation, specifying each
     such default known to him and the nature and status thereof, and (ii) no
     event has occurred and is continuing which is, or after notice or lapse of
     time or both would become, an Event of Default, or, if such an event has
     occurred and is continuing, specifying each such event known to him and the
     nature and status thereof.

     SECTION 1006.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1003 to 1005, inclusive or any
covenants contained in any Supplemental Indenture, with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

     SECTION 1007.  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 the Outstanding
Securities of any series as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

     SECTION 1101.  Applicability of Article.

     Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and this Article.

     SECTION 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Company Order.  In case of any redemption at the election of the Company of
less than all of the Securities of any series with the same issue date, interest
rate and Stated Maturity, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a 

                                       67
<PAGE>
 
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed.

     SECTION 1103.  Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any series with the same issue date,
interest rate and Stated Maturity are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee from the Outstanding Securities of such series not
previously called for redemption by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions of the principal amount of Registered Securities of such series;
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Registered Security of such series not redeemed to
less than the minimum denomination for a Security of that series established
pursuant to Section 302.

     The Trustee shall promptly notify the Company and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.
     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal of such Securities which has been or is to be redeemed.

     SECTION 1104.  Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106,
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified in the Securities to be redeemed, to the Holders of
Securities to be redeemed.  Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portions thereof.

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

     All notices of redemption shall fully identify the Securities (including
the Cusip Number), if any, and shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

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

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

          (6) the place or places where such Securities, together in the case of
     Bearer Securities with all coupons appertaining thereto, if any, maturing
     after the Redemption Date, are to be surrendered for payment of the
     Redemption Price, and
          (7) that the redemption is for a sinking fund, if such is the case.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

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

     SECTION 1105.  Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on and any Additional
Amounts with respect to all the Securities or portions thereof which are to be
redeemed on that date.

     SECTION 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall on the Redemption Date become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to 

                                       69
<PAGE>
 
the extent provided below, shall be void. Upon surrender of any such Security
for redemption in accordance with said notice, together with all coupons, if
any, appertaining thereto maturing after the Redemption Date, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest (and any Additional Amounts) to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest at an office or agency located outside
the United States except as otherwise provided in Section 1002; and provided,
further, that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307.

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

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

     SECTION 1107.  Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.  If a Security in
global form is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the U.S. Depository or other depository for such

                                       70
<PAGE>
 
Security in such global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.

                                ARTICLE TWELVE

                                 SINKING FUNDS

     SECTION 1201.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series, except as otherwise permitted or
required by any form of Security of any series issued pursuant to this
Indenture.

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

     SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series, if provided for by the
terms of such series, (1) deliver Outstanding Securities of such series (other
than any of such Securities previously called for redemption or any of such
Securities in respect of which cash shall have been released to the Company),
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto, and (2) apply as a credit Securities of such
series which have been redeemed either at the election of the Company pursuant
to the terms of such series of Securities or through the application of optional
sinking fund payments pursuant to the terms of such Securities or otherwise
acquired by the Company; provided that such Securities have not been previously
so credited.  Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.  If as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
1202 the principal amount of Securities of such series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment; provided, however, that
the Trustee or such Paying Agent 

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<PAGE>
 
shall at the request of the Company from time to time pay over and deliver to
the Company any cash payment so being held by the Trustee or such Paying Agent
upon delivery by the Company to the Trustee of Securities of that series having
an unpaid principal amount equal to the cash payment requested to be released to
the Company.

     SECTION 1203.  Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so credited and not theretofore
delivered.  If such Officers' Certificate shall specify an optional amount to be
added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified.  Not less than
30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104.  Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301.  Applicability of Article.

     Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series.  The repayment of any principal amount
of Securities pursuant to such option of the Holder to require repayment of
Securities before their Stated Maturity, for purposes of Section 309 shall not
operate as a payment, redemption or satisfaction of the indebtedness represented
by such Securities unless and until the Company, at its option, shall deliver or
surrender the same to the Trustee with a directive that such Securities be
cancelled.  Notwithstanding anything to the contrary contained in this Article
Thirteen, in connection with any repayment of Securities, the Company may
arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such 

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<PAGE>
 
Securities, and the obligation of the Company to pay the repayment price of such
Securities shall be satisfied and discharged to the extent such payment is so
paid by such purchasers.

                                ARTICLE FOURTEEN

                       MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1401.  Purposes for Which Meetings May Be Called.

          If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from time
to time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 1402.  Call, Notice and Place of Meetings.

          (a) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purpose specified in Section 1401, to be
     held at such time and at such place as the Trustee shall determine.  Notice
     of every meeting of Holders of Securities of any series, setting forth the
     time and the place of such meeting and in general terms the action proposed
     to be taken at such meeting, shall be given, in the manner provided in
     Section 106, not less than 21 nor more than 180 days prior to the date
     fixed for the meeting.

          (b) In case at any time the Company, pursuant to a Board Resolution,
     or the Holders of at least 25% in principal amount of the Outstanding
     Securities of any series shall have requested the Trustee to call a meeting
     of the Holders of Securities of such series for any purpose specified in
     Section 1401, by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     arranged the first publication of the notice of such meeting within 21 days
     after receipt of such request or shall not thereafter proceed to cause the
     meeting to be held as provided herein, then the Company or the Holders of
     Securities of such series in the amount above specified, as the case may
     be, may determine the time and the place for such meeting and may call such
     meeting for such purposes by giving notice thereof as provided in
     subsection (a) of this Section.

     SECTION 1403.  Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders.  The only Persons who shall 

                                       73
<PAGE>
 
be entitled to be present or to speak at any meeting of Holders of Securities of
any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     SECTION 1404.  Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders  of a specified
percentage in aggregate principal amount of the Outstanding Securities of a
series that is less or greater than a majority in principal amount of the
Outstanding Securities of such series, then, with respect to such action (and
only such action) the Persons entitled to vote such lesser or greater percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.  In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved.  In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting.  In the
absence of a quorum at any such reconvened meeting, such reconvened  meeting may
be further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such reconvened meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1402(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less or
greater than a majority in principal amount of the Outstanding Securities of a
series, may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

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

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<PAGE>
 
     SECTION 1405.  Determination of Voting Rights; Conduct and Adjournment of
Meetings.

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

          (b) The Trustee shall, by an instrument in writing, appoint a
     temporary chairman of the meeting, unless the meeting shall have been
     called by the Company or by Holders of Securities as provided in Section
     1402(b), in which case the Company or the Holders of Securities of the
     series calling the meeting, as the case may be, shall in like manner
     appoint a temporary chairman.  A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in principal amount of the Outstanding Securities of
     such series represented at the meeting.

          (c) At any meeting of the Holders of Securities of a series, each
     Holder of a Security of such series or proxy shall be entitled to 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 challenged as not
     Outstanding and ruled by the chairman of the meeting to be not Outstanding.
     The chairman of the meeting shall have no right to vote, except as a Holder
     of a Security of such series or proxy.

          (d) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 1402 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in principal amount of
     the Outstanding Securities of such series represented at the meeting; and
     the meeting may be held as so adjourned without further notice.

     SECTION 1406.  Counting Votes and Recording Action of Meetings.

                                       75
<PAGE>
 
     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.  A record, at least in
triplicate, 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 meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404.  Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE FIFTEEN

                           MISCELLANEOUS PROVISIONS

     SECTION 1501  Securities in Foreign Currencies.

     Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series, any amount in
respect of any Security denominated in a currency other than United States
dollars shall be treated for any such action or distribution as that amount of
United States dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee or,
in the absence of such written notice, as the Trustee may determine.

                             *    *    *    *    *

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

                                       76
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture, to be
duly executed as of the day and year first above written:

                                          UNITED STATES FILTER
                                          CORPORATION

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

  -------------------
       Secretary
                                          THE BANK OF NEW YORK,
                                              as Trustee
 
                                          By:
                                              ------------------------- 
                                              Name:
                                              Title:

Attest:

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

                                       77