<PAGE>   1

                                                                     EXHIBIT 4.3





                           COX RADIO, INC., AS ISSUER



                                       AND



                        THE BANK OF NEW YORK, AS TRUSTEE



                                    INDENTURE



                     DATED AS OF ____________ ____, ________



                         JUNIOR SUBORDINATED DEBENTURES


<PAGE>   2



<TABLE>
<S>                                                                                                             <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE ............................................................1

Section 1.01      Definitions................................................................................... 1
Section 1.02      Other Definitions..............................................................................6
Section 1.03      Incorporation by Reference of TIA..............................................................7
Section 1.04      Rules of Construction..........................................................................7
Section 1.05      Acts of Holders and Holders of Preferred Securities............................................7

ARTICLE 2 THE DEBENTURES.........................................................................................8

Section 2.01      Amount Unlimited; Issuable in Series...........................................................8
Section 2.02      Payment of Principal and Interest.............................................................11
Section 2.03      Execution, Authentication and Delivery........................................................12
Section 2.04      Registrar and Paying and Conversion Agents....................................................15
Section 2.05      Paying Agent to Hold Money in Trust...........................................................16
Section 2.06      Debentureholder Lists.........................................................................16
Section 2.07      Transfer and Exchange.........................................................................16
Section 2.08      Replacement Debentures........................................................................17
Section 2.09      Outstanding Debentures; Determinations of Holders' Action.....................................17
Section 2.10      Temporary Debentures..........................................................................18
Section 2.11      Book-Entry System.............................................................................18
Section 2.12      Cancellation..................................................................................20
Section 2.13      CUSIP Numbers.................................................................................20

ARTICLE 3 REDEMPTION............................................................................................20

Section 3.01      Redemption; Notice to Trustee.................................................................20
Section 3.02      Selection of Debentures to be Redeemed........................................................21
Section 3.03      Notice of Redemption..........................................................................21
Section 3.04      Effect of Notice of Redemption................................................................22
Section 3.05      Deposit of Redemption Price...................................................................22
Section 3.06      Debentures Redeemed in Part...................................................................22

ARTICLE 4 COVENANTS ............................................................................................22

Section 4.01      Payment of Principal, Premium and Interest....................................................22
Section 4.02      Prohibition Against Dividends, etc............................................................23
Section 4.03      SEC Reports...................................................................................24
Section 4.04      Compliance Certificates.......................................................................24
Section 4.05      Further Instruments and Acts..................................................................25
Section 4.06      Payment of Expenses of each Trust.............................................................25
Section 4.07      Ownership of Common Securities................................................................25
Section 4.08      Statement by Officers as to Default...........................................................25
</TABLE>



<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
ARTICLE 5 SUCCESSOR CORPORATION.................................................................................26

Section 5.01      When the Company May Merge, Etc...............................................................26

ARTICLE 6 DEFAULTS AND REMEDIES ................................................................................26

Section 6.01      Events of Default.............................................................................26
Section 6.02      Acceleration..................................................................................28
Section 6.03      Other Remedies................................................................................29
Section 6.04      Waiver of Past Defaults.......................................................................29
Section 6.05      Control by Holders............................................................................29
Section 6.06      Limitation on Suits...........................................................................30
Section 6.07      Unconditional Right of Holders to Receive Principal, Premium and Interest.....................30
Section 6.08      Direct Action Right of Holders of Trust Preferred Securities..................................31
Section 6.09      Collection Suits by the Trustee...............................................................31
Section 6.10      Trustee May File Proofs of Claim..............................................................32
Section 6.11      Priorities....................................................................................32
Section 6.12      Undertaking for Costs.........................................................................33

ARTICLE 7 THE TRUSTEE...........................................................................................33

Section 7.01      Duties and Responsibilities of the Trustee....................................................33
Section 7.02      Rights of the Trustee.........................................................................34
Section 7.03      Not Responsible for Recitals or Issuances of Debentures.......................................35
Section 7.04      May Hold Securities...........................................................................35
Section 7.05      Notice of Defaults............................................................................36
Section 7.06      Reports by Trustee to Holders.................................................................36
Section 7.07      Compensation and Indemnity....................................................................36
Section 7.08      Eligibility; Disqualification.................................................................37
Section 7.09      Resignation and Removal; Appointment of Successor.............................................37
Section 7.10      Acceptance of Appointment by Successor........................................................39
Section 7.11      Successor Trustee by Merger...................................................................40

ARTICLE 8 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS ............................................40

Section 8.01      Satisfaction and Discharge of Indenture.......................................................40
Section 8.02      Application by Trustee of Funds Deposited for Payment of Debentures...........................41
Section 8.03      Repayment of Moneys Held by Paying Agent......................................................42
Section 8.04      Return of Moneys Held by the Trustee and Paying Agent Unclaimed for Two Years.................42

ARTICLE 9 SUPPLEMENTAL INDENTURES...............................................................................42

Section 9.01      Supplemental Indentures Without Consent of Holders............................................42
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
Section 9.02      Supplemental Indentures With Consent of Holders...............................................43
Section 9.03      Compliance with Trust Indenture Act...........................................................45
Section 9.04      Revocation and Effect of Consents, Waivers and Actions........................................45
Section 9.05      Notation on or Exchange of Debentures.........................................................45
Section 9.06      Execution of Supplemental Indentures..........................................................45
Section 9.07      Effect of Supplemental Indentures.............................................................46

ARTICLE 10 SUBORDINATION........................................................................................46

Section 10.01     Debentures Subordinated to Senior Indebtedness................................................46
Section 10.02     Priority and Payment of Proceeds in Certain Events: Remedies Standstill.......................46
Section 10.03     Payments which May Be Made Prior to Notice....................................................47
Section 10.04     Rights of Holders of Senior Indebtedness Not to Be Impaired...................................47
Section 10.05     Trustee May Take Action to Effectuate Subordination...........................................48
Section 10.06     Subrogation...................................................................................48
Section 10.07     Obligations of Company Unconditional; Reinstatement...........................................48
Section 10.08     Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.......................49
Section 10.09     Right of Trustee to Hold Senior Indebtedness..................................................49
Section 10.10     Notice to Trustee.............................................................................50
Section 10.11     Reliance on Judicial Order or Certificate of Liquidating Agent................................50
Section 10.12     Trustee Not Fiduciary for Holders of Senior Indebtedness......................................51

ARTICLE 11 SINKING FUNDS........................................................................................51

Section 11.01     Applicability of Article......................................................................51
Section 11.02     Satisfaction of Sinking Fund Payments with Debentures.........................................51
Section 11.03     Redemption of Debentures for Sinking Fund.....................................................52

ARTICLE 12 MEETINGS OF DEBENTUREHOLDERS.........................................................................52

Section 12.01     Purposes for Which Meetings May Be Called.....................................................52
Section 12.02     Call, Notice and Place of Meetings............................................................53
Section 12.03     Persons Entitled to Vote at Meetings..........................................................53
Section 12.04     Quorum; Action................................................................................53
Section 12.05     Determination of Voting Rights; Conduct and Adjournment of Meetings...........................54
Section 12.06     Counting Votes and Recording Action of Meetings.............................................. 55

ARTICLE 13 MISCELLANEOUS........................................................................................55

Section 13.01     Trust Indenture Act Controls................................................................. 55
Section 13.02     Notices. .....................................................................................55
Section 13.03     Communication by Holders with Other Holders...................................................57
Section 13.04     Certificate and Opinion as to Conditions Precedent........................................... 57
Section 13.05     Statements Required in Certificate or Opinion................................................ 57
Section 13.06     Severability Clause.......................................................................... 57
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>                                                                                                             <C>
Section 13.07     Rules by Trustee, Paying Agent and Registrar................................................. 58
Section 13.08     Legal Holidays................................................................................58
Section 13.09     Governing Law.................................................................................58
Section 13.10     No Recourse Against Others. ..................................................................58
Section 13.11     Successors and Assigns........................................................................58
Section 13.12     Counterparts..................................................................................58
Section 13.13     No Adverse Interpretation of Other Agreements.................................................58
Section 13.14     Table of Contents, Headings, Etc..............................................................58
Section 13.15     Holders of Preferred Securities as Third Party Beneficiaries..................................59
Section 13.16     Benefits of the Indenture.....................................................................59
</TABLE>


                                       iv
<PAGE>   6

                            Cox Radio, Inc. Indenture

                 Certain Sections of this Indenture relating to

                         Sections 310 through 318 of the

                           Trust Indenture Act of 1939

<TABLE>
<CAPTION>

Trust Indenture                                                                      Indenture
  Act Section                                                                         Section
                                                                                   --------------

<S>                                                                                <C>
ss.310(a)(1).................................................................      2.03; 7.08
               (a)(2)........................................................      2.03; 7.08
               (a)(3)........................................................      Not Applicable
               (a)(4)........................................................      Not Applicable
               (a)(5)........................................................      Not Applicable
               (b)...........................................................      7.08; 7.09
               (c)...........................................................      Not Applicable
ss.311(a)....................................................................      Not Applicable
               (b)...........................................................      Not Applicable
               (c)...........................................................      Not Applicable
ss.312(a)....................................................................      2.06
               (b)...........................................................      13.03
               (c)...........................................................      13.03
ss.313(a)....................................................................      7.06
               (b)(1)........................................................      Not Applicable
               (b)(2)........................................................      Not Applicable
               (c)...........................................................      7.06
               (d)...........................................................      7.06
ss.314(a)....................................................................      4.03; 4.04
               (b)...........................................................      Not Applicable
               (c)(1)........................................................      2.03; 13.04; 13.05
               (c)(2)........................................................      2.03; 13.04; 13.05
               (c)(3)........................................................      Not Applicable
               (d)...........................................................      Not Applicable
               (e)...........................................................      13.05
                  ...........................................................      Not Applicable
ss.315(a)....................................................................      7.01(b); 7.02
               (b)...........................................................      7.02; 7.04; 13.02
               (c)...........................................................      7.01(a); 7.02
               (d)...........................................................      7.01(c); 7.02
               (e)...........................................................      6.12
ss.316(a)(1)(A)..............................................................      6.05
               (a)(1)(B).....................................................      6.02; 6.04
               (a)(2)........................................................      Not Applicable
               (a)(last
                 sentence)...................................................      2.09
               (b)...........................................................      6.07
               (c)...........................................................      1.05
ss.317(a)(1).................................................................      6.09
               (a)(2)........................................................      6.10
               (b)...........................................................      2.05
ss.318(a)....................................................................      13.01
               (b)...........................................................      Not Applicable
               (c)...........................................................      13.01
</TABLE>

--------------------
Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Indenture.


                                       v
<PAGE>   7



         INDENTURE, dated as of _____________, ____, by and between Cox Radio,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware, or any permitted successor thereto (the "Company"), and The Bank of
New York, a New York banking corporation, as trustee (the "Trustee").

         WHEREAS, the Company may from time to time create or establish one or
more statutory business trusts for the purpose of issuing undivided beneficial
interests in the assets thereof (the "Trust Securities") and using the proceeds
thereof to acquire the Company's Debentures (as hereinafter defined).

         WHEREAS, all things necessary to make the Debentures, when duly issued
and executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and binding
agreement of the Company, enforceable in accordance with its terms, have been
done.

         NOW THEREFORE:

         Each of the Company and the Trustee, intending to be legally bound
hereby, agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders (as hereinafter defined) of the securities
issued hereunder:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

         "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. When used with respect to any Person,
"control" means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "Board of Directors" means either the Board of Directors of the Company
or the Executive Committee of such Board or any other committee of such Board
duly authorized to act generally or in any particular respect for the Company
hereunder.

         "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the 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, (ii) a copy of a unanimous written
consent of the Board of Directors or (iii) a certificate signed by the
authorized officer or officers to whom the Board of Directors has delegated its
authority, and in each case, delivered to the Trustee.

         "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banking institutions and trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.

<PAGE>   8

         "Capital Lease Obligations" of a Person means any obligation which is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP.

         "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) corporate stock or similar interests in other types of
entities.

         "Common Stock" means the Class A common stock, par value $1.00 per
share, of the Company and the Class B common stock, par value $1.00 per share,
of the Company collectively, unless the context otherwise requires.

         "Company Order" means a written request or order signed in the name of
the Company by an Officer of the Company and delivered to the Trustee.

         "Debentureholder" or "Holder" means a Person in whose name a Debenture
is registered on the Registrar's books.

         "Debentures" shall mean any of the junior subordinated debentures of
any series issued, authenticated and delivered under this Indenture.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default pursuant to Section 6.01.

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

         "Extension Period," with respect to any series of Debentures, means any
period during which the Company elects to extend the interest payment period on
such series of Debentures pursuant to Section 4.01(b); provided that an
Extension Period (or any extension thereof) must end on an Interest Payment Date
for such Debentures and may not extend beyond the Stated Maturity Date or the
Redemption Date of any Debenture of such series.

         "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.

         "Guarantee" means each guarantee agreement executed by the Company with
respect to the Preferred Securities issued by any Trust pursuant to which the
Company irrevocably and unconditionally agrees to pay the guarantee payments
under any such guarantee agreement to the holders of such Preferred Securities.

         "Indebtedness" means, without duplication, (i) every obligation of the
Company for money borrowed; (ii) every obligation of the Company evidenced by
bonds, debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or businesses;
(iii) every reimbursement obligation of the Company with respect to letters of
credit, banker's acceptances or similar facilities issued for the account of the
Company; (iv) every obligation of the Company issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising


                                       2
<PAGE>   9

in the ordinary course of business); (v) every Capital Lease Obligation of the
Company; (vi) all indebtedness of the Company, whether incurred on or prior to
the date of this Indenture or thereafter incurred, for claims in respect of
derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; (vii)
letters of credit, performance bonds and similar obligations issued in favor of
governmental authorities as a term of a governmental franchise, license, permit
or authorization held by the Company or any of its affiliates; (viii) every
obligation of the type referred to in clauses (i) through (vii) of another
Person and all dividends of another Person the payment of which, in either case,
the Company has guaranteed or is responsible or liable for, directly or
indirectly, as obligor or otherwise; and (ix) obligations of the type referred
to in clauses (i) through (viii) of another Person secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company); and all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the foregoing obligations.

         "Indebtedness Ranking on a Parity with the Debentures" means (i)
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, to the extent such Indebtedness
specifically by its terms ranks pari passu with and not prior to the Debentures
in the right of payment upon the happening of the dissolution, winding-up,
liquidation or reorganization of the Company and (ii) all other debt securities,
and guarantees in respect of those debt securities, issued to any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of equity securities or
other securities guaranteed by the Company pursuant to an instrument that ranks
pari passu with or junior in right of payment to the Guarantees. The securing of
any Indebtedness otherwise constituting Indebtedness Ranking on a Parity with
the Debentures shall not be deemed to prevent such Indebtedness from
constituting Indebtedness Ranking on a Parity with the Debentures.

         "Indebtedness Ranking Junior to the Debentures" means any Indebtedness,
whether outstanding on the date of execution of this Indenture or thereafter
created, assumed or incurred, to the extent such Indebtedness by its terms ranks
junior to and not pari passu with or prior to the Debentures (and any other
Indebtedness Ranking on a Parity with the Debentures) in right of payment upon
the happening of the dissolution, winding-up, liquidation or reorganization of
the Company. The securing of any Indebtedness otherwise constituting
Indebtedness Ranking Junior to the Debentures shall not be deemed to prevent
such Indebtedness from constituting Indebtedness Ranking Junior to the
Debentures.

         "Indenture" means this indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "Interest Payment Date," when used with respect to the Debentures of
any series, means the stated maturity of any installment of interest on the
Debentures of that series.

         "Issue Date," with respect to a series of Debentures, means the date on
which the Debentures of such series are originally issued.


                                       3
<PAGE>   10

         "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Debentures pursuant to Section 2.04 or any other office or agency of the Company
maintained or designated for such Debentures pursuant to Section 2.04 or, to the
extent designated or required by Section 2.04 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "Officer" means, with respect to any corporation, any Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
such corporation.

         "Officer's Certificate" means a certificate signed by the Chief
Executive Officer, the Chief Financial Officer, the President, a Vice President,
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, that complies with the requirements of Sections 13.04 and 13.05
and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Company, or any other counsel who shall be reasonably acceptable
to the Trustee and provided that the General Counsel and the Assistant General
Counsel of the Company shall be deemed to be reasonably acceptable to the
Trustee, containing the applicable information specified in Sections 13.04 and
13.05.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of and premium, if any, and interest on the Debentures of any series
on behalf of the Company.

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

         "Predecessor Debentures" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and for purposes of this definition, any
Debenture authenticated and delivered under Section 2.08 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Debenture shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Debenture.

         "Preferred Securities" means the preferred securities of a Trust,
representing undivided beneficial interests in the assets of such Trust.

         "Record Date," with respect to any series of the Debentures, means the
Regular Record Date, the Special Record Date or any date set to determine the
Holders of Debentures of such series entitled to vote, consent, make a request
or exercise any other right associated with such Debentures.

         "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article 3 of this Indenture.


                                       4
<PAGE>   11

         "Redemption Price," with respect to the Debentures of any series to be
redeemed, means the price at which such Debenture is to be redeemed in
accordance with the terms thereof and pursuant to Article 3 of this Indenture.

         "Regular Record Date," with respect to an Interest Payment Date for the
Debentures of a series, means the date specified for such Debentures for the
determination of Holders entitled to receive the payment of interest on such
Interest Payment Date.

         "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, amended.

         "Security Exchange," when used with respect to the Debentures of any
series which are held as assets of a Trust pursuant to the Trust Agreement of
such Trust, means the distribution of the Debentures of such series by such
Trust to the holders of the Trust Securities of such Trust in exchange for such
Trust Securities upon certain events described in the applicable Trust Agreement
of such Trust.

         "Senior Indebtedness" means all Indebtedness, whether outstanding on
the date of execution of this Indenture or thereafter created, assumed or
incurred, except Indebtedness Ranking on a Parity with the Debentures or
Indebtedness Ranking Junior to the Debentures.

         A "series" of Debentures means all Debentures denoted as part of the
same series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

         "Special Record Date" for the payment of any Defaulted Interest on the
Debentures of any series means the date determined pursuant to Section 2.02.

         "Stated Maturity Date," with respect to the Debentures of any series,
means the date specified for such Debentures as the date on which the principal
of such Debenture is due and payable.

         "Subsidiary" means any corporation, association, partnership, trust,
limited liability company 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, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.


                                       5
<PAGE>   12

         "TIA" means the Trust Indenture Act of 1939, as amended and as in
effect on the date of this Indenture; provided, however, that if such Act is
amended after such date, TIA means, to the extent required by any such
amendment, such Act as so amended.

         "Trust" means any statutory business trust created or established by
the Company to issue Trust Securities and to use the proceeds from the sale
thereof to purchase Debentures.

         "Trust Agreement" means the Amended and Restated Trust Agreement for a
Trust, among the Company, as sponsor, The Bank of New York, as Property Trustee,
the Delaware Trustee named therein and the Administrative Trustees named
therein, as the same may be amended and modified from time to time.

         "Trust Securities" means the undivided beneficial interests in the
assets of a Trust.

         "Trustee" means the Person named as "Trustee" in the first paragraph of
this Indenture, until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and if
at any time there is more than one such Person, "Trustee" as used with respect
to Debentures of any series shall mean the Trustee with respect to Debentures of
that series.

         "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

         "Wholly Owned Subsidiary" means a Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company or
another Wholly Owned Subsidiary.

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>

           Term                                                               Defined in Section
                                                                              ------------------

           <S>                                                                <C>
           "Act".......................................................                1.05
           "Bankruptcy Law"............................................                6.01
           "Conversion Agent"..........................................                2.04
           "Custodian".................................................                6.01
           "Defaulted Interest"........................................                2.02
           "Depository"................................................                2.11
           "Direct Action".............................................                6.08
           "Event of Default"..........................................                6.01
           "Global Debenture"..........................................                2.11
           "Legal Holiday".............................................               13.08
           "Notice of Default".........................................                6.01
           "Property Trustee"..........................................                3.01
           "Register"..................................................                2.04
           "Registrar".................................................                2.04
           "Successor".................................................                5.01
</TABLE>


                                       6
<PAGE>   13

SECTION 1.03      INCORPORATION BY REFERENCE OF TIA.

         Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Debentures.

         "indenture security holder" means a Debentureholder or Holder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Company and any other
obligor on the Debentures.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

SECTION 1.04      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

         (a)      each capitalized term has the meaning assigned to it;

         (b)      an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

         (c)      "or" is not exclusive;

         (d)      "including" means including, without limitation;

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

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

SECTION 1.05      ACTS OF HOLDERS AND HOLDERS OF PREFERRED SECURITIES.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders or by holders of Preferred Securities may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders or holders of Preferred Securities, as applicable, in person or by
an agent duly appointed in writing and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and,


                                       7
<PAGE>   14

where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of Holders or holders of Preferred Securities
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

         Without limiting the generality of this Section, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a Global Debenture, 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 or pursuant to
this Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial
owners of interests in any such Global Debenture through such Depository's
standing instructions and customary practices.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

         (c)      The ownership of Debentures shall be proved by the Register.

         (d)      Any Act of the Holder of any Debenture shall bind every future
Holder of the same Debenture and the Holder of every Debenture issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Debenture.

         (e)      If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a resolution of its Board of Directors,
fix in advance a Record Date for the determination of Holders entitled to give
such 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 action may be given before or after such Record Date, but only
Holders of record at the close of business on such Record Date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Debentures have authorized or agreed or consented to
such Act, and for that purpose the outstanding Debentures shall be computed as
of such Record Date.

                                   ARTICLE 2
                                 THE DEBENTURES

SECTION 2.01      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

         The Debentures may be issued in one or more series in an amount not to
exceed the aggregate principal amount of Debentures of that series from time to
time authorized by or


                                       8
<PAGE>   15

pursuant to a Board Resolution, or pursuant to one or more indentures
supplemental hereto, prior to the initial issuance of Debentures of a particular
series.

         With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in an Officer's Certificate, or established in one or
more indentures supplemental hereto:

         (a)      the title of the Debentures of the series (which shall
distinguish the Debentures of the series from all other Debentures);

         (b)      any limit upon the aggregate principal amount of the
Debentures of that series which may be authenticated and delivered under this
Indenture (except for Debentures authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Debentures of that
series);

         (c)      Stated Maturity Date or Dates, which may be serial and the
Company's option, if any, to change the Stated Maturity Date or Dates;

         (d)      the rate or rates (which may be fixed or variable) at which
the Debentures of the series shall bear interest or the manner of calculation of
such rate or rates, if any;

         (e)      the basis upon which interest shall be computed if other than
a 360-day year composed of twelve 30-day months;

         (f)      the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination and frequency of such Interest Payment Dates and the Regular
Record Dates therefor;

         (g)      the right, if any, to extend the interest payment periods and
the duration of any such Extension Period, including the maximum consecutive
period during which interest payment periods may be extended;

         (h)      Issue Date or Dates;

         (i)      authorized denominations;

         (j)      the place or places for the payment of principal and premium,
if any, and interest;

         (k)      the date or dates on which or the period or periods within
which, the price or prices at which, and the terms and conditions upon which,
Debentures of the series may be redeemed, in whole or in part, at the option of
the Company;

         (l)      the obligation, if any, of the Company to redeem or purchase
Debentures of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in anticipation of future sinking fund
obligations) or at the option of a Holder and the date or dates on which or the
period or periods within which, the price or prices at which, and the terms and
conditions upon which, Debentures of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;


                                       9
<PAGE>   16

         (m)      the form of the Debentures of the series, including the form
of the Certificate of Authentication for such series;

         (n)      the right or obligation of any Holder or the Company or the
applicable Trust to convert or exchange any Debenture into other securities of
the Company or such Trust and the terms and conditions of any such conversion or
exchange and, if so provided, the terms and conditions upon which such
conversion or exchange will be effected, including, the conversion or exchange
price, the conversion or exchange date(s) or period(s), provisions as to whether
conversion or exchange will be at the option of the Holder or the Company or
such Trust, the events requiring adjustment of the conversion or exchange price
and provisions affecting conversion or exchange in the event of redemption of
the Debenture of any series and any deletions from or modifications or additions
to this Indenture to permit or to facilitate the issuance of such convertible or
exchangeable Debentures or the administration thereof;

         (o)      whether the Debentures are issuable as a Global Debenture and,
in such case, the identity of the Depository for such series;

         (p)      any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture); and

         (q)      the name of the applicable Trust (which shall distinguish such
statutory business trust from all other Trusts) to which the Debentures of such
series are to be deposited as assets and the date of its Trust Agreement.

         The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officer's Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which Debentures of that series may be listed, or to
conform to usage.

         All Debentures of any one series shall be substantially identical
except as may otherwise be provided by the Company in or pursuant to the Board
Resolution and set forth in the Officer's Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Debentures. The
terms of the Debentures of any series may provide, without limitation, that the
Debentures shall be authenticated and delivered by the Trustee on original issue
from time to time upon telephonic or written order of persons designated in the
Officer's Certificate or supplemental indenture (telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with such Officer's Certificate or any
applicable supplemental indenture, such terms and conditions of the Debentures
of such series as are specified in such Officer's Certificate or supplemental
indenture. All Debentures of any one series need not be issued at the same time
and, unless otherwise so provided by the Company, a series may be reopened for
issuances of additional Debentures of such series or to establish additional
terms of such series of Debentures.


                                       10
<PAGE>   17

         If any of the terms of the Debentures of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth the terms of such series.

SECTION 2.02      PAYMENT OF PRINCIPAL AND INTEREST.

         Unless otherwise specified pursuant to Section 2.01(e), interest on the
Debentures shall be computed on the basis of a 360-day year composed of twelve
30-day months.

         Unless otherwise provided with respect to a series of Debentures,

         (a)      the principal and Redemption Price of and interest on each
Debenture shall be payable in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts;

         (b)      the principal and Redemption Price of any Debenture and
interest payable on the Stated Maturity Date (if other than an Interest Payment
Date) or Redemption Date shall be payable upon surrender of such Debenture at
the Office or Agency of any Paying Agent therefor; and

         (c)      interest on any Debenture shall be paid on each Interest
Payment Date therefor to the Holder thereof at the close of business on the
Record Date therefor, such interest to be payable by check mailed to the address
of the Person entitled thereto as such address appears on the Register; provided
however, that (i) at the written request of any Holder of at least $100,000,000
aggregate principal amount of Debentures received by the Registrar not later
than the Regular Record Date for such Interest Payment Date, interest accrued on
such Debentures will be payable by wire transfer within the continental United
States in immediately available funds to the bank account number of such Holder
specified in such request and entered on the Register by the Registrar and (ii)
payments made in respect of Global Debentures shall be made in immediately
available funds to the Depository.

         Except as specified pursuant to Section 2.01 or Section 4.01(b),
interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Debenture which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (i) and (ii)
below:

                  (i)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Debentures (or
         their respective Predecessor Debentures) 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, not less than 15 Business Days prior to the date of the proposed
         payment, notify the Trustee and the Paying Agent in writing of the
         amount of Defaulted Interest proposed to be paid on each Debenture and
         the date of the proposed payment, and at the same time


                                       11
<PAGE>   18

         the Company shall deposit with the Paying Agent 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
         Paying Agent 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 provided in this
         clause. The Special Record Date for the payment of such Defaulted
         Interest shall be the close of business not more than 15 nor less than
         10 days prior to the date of the proposed payment. The Trustee shall,
         in the name and at the expense of the Company, cause notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor to be given to the Holders thereof, not less than 10 days
         prior to such Special Record Date. Notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor having
         been given, such Defaulted Interest shall be paid to the Persons in
         whose names the Debentures (or their respective Predecessor Debentures)
         are registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (ii).

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

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

         If any convertible Debenture of any series is converted after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Debenture with respect to which the Stated Maturity Date is
prior to such Interest Payment Date), interest that is due on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Debenture is registered at
the close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Debenture
that is converted, interest shall not be payable if the Regular Record Date is
after the date of conversion of such Debenture.

SECTION 2.03      EXECUTION, AUTHENTICATION AND DELIVERY.

         (a)      The Debentures shall be executed on behalf of the Company by
its Chief Executive Officer, its Chief Financial Officer, its President or one
of its Vice Presidents, its Treasurer or one of its Assistant Treasurers under
its corporate seal imprinted or reproduced thereon and attested by its Secretary
or one of its Assistant Secretaries. The signature of any such Officer on the
Debentures may be manual or facsimile.

                                       12
<PAGE>   19

         (b)      Debentures 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 Debentures or
did not hold such offices at the date of such Debentures.

         (c)      No Debenture shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debenture a Certificate of Authentication duly executed by the Trustee by manual
signature of a Responsible Officer, and such Certificate of Authentication upon
any Debenture shall be conclusive evidence, and the only evidence, that such
Debenture has been duly authenticated and made available for delivery hereunder.

         (d)      The Trustee shall authenticate and deliver Debentures of a
series, for original issue, at one time or from time to time in accordance with
the Company Order referred to below, upon receipt by the Trustee of:

                  (i)      a Board Resolution as required by Section 2.01;

                  (ii)     a Company Order requesting the authentication and
         delivery of such Debentures and stating the identity of the applicable
         Trust and the aggregate liquidation amount of the Trust Securities to
         be issued by such Trust concurrently with such Debentures;

                  (iii)    an Officer's Certificate or, unless previously
         delivered, a supplemental indenture hereto setting forth the form of
         such Debentures and, except as set forth in a Board Resolution,
         establishing the terms thereof;

                  (iv)     such Debentures, executed on behalf of the Company in
         accordance with clause (a) of this Section;

                  (v)      an Opinion of Counsel to the effect that:

                           (1)      the form or forms of such Debentures have
                  been duly authorized by the Company and have been established
                  in conformity with the provisions of this Indenture;

                           (2)      such Debentures, when authenticated and
                  delivered by the Trustee and issued and delivered by the
                  Company in the manner and subject to any conditions specified
                  in such Opinion of Counsel, will have been duly issued under
                  this Indenture and will constitute valid and legally binding
                  obligations of the Company, entitled to the benefits provided
                  by this Indenture, and enforceable in accordance with their
                  terms, subject, as to enforcement to laws relating to or
                  affecting generally the enforcement of creditors' rights,
                  including, without limitation, bankruptcy and insolvency laws
                  and to general principles of equity (regardless of whether
                  such enforceability is considered in a proceeding in equity or
                  at law);


                                       13
<PAGE>   20

                           (3)      that any supplemental indenture referred to
                  in clause (iii) above has been duly authorized, executed and
                  delivered by the Company and is a valid instrument legally
                  binding upon the Company, enforceable in accordance with its
                  terms, subject as to enforcement to laws relating to or
                  affecting creditors' rights, including without limitation,
                  bankruptcy and insolvency laws and to general principles of
                  equity (regardless of whether such enforceability is
                  considered in a proceeding in equity or at law); and

                           (4)      that all consents, approvals and orders of
                  any commission, governmental authority or agency required in
                  connection with the issuance and delivery of such Debentures
                  have been obtained; and

                  (vi)     an Officer's Certificate certifying that no Default
         or Event of Default has occurred and is continuing.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith shall determine that such action would expose the Trustee to personal
liability to existing Holders.

         (e)      The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be acceptable to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Trustee shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services and the Trustee shall be reimbursed for
such payment by the Company pursuant to Section 7.07. The provisions set forth
in Sections 7.02, 7.03 and 7.07 shall be applicable to any authenticating agent.

         (f)      If all the Debentures of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officer's Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Debentures continue to
have been complied with.


                                       14
<PAGE>   21

SECTION 2.04      REGISTRAR AND PAYING AND CONVERSION AGENTS.

         The Company shall maintain or cause to be maintained, in The City of
New York, an Office or Agency where the Debentures may be presented for
registration of transfer or for exchange ("Registrar"), a Paying Agent at whose
Office the Debentures may be presented or surrendered for payment, a Conversion
Agent at whose Office the Debentures may be presented and surrendered in the
event of a conversion or exchange ("Conversion Agent"), and an Office or Agency
where notices and demands to or upon the Company in respect of the Debentures
and this Indenture may be served. The Registrar shall keep a register (the
"Register") of the Debentures and of their transfer and exchange. The Company
may have one or more co-Registrars and one or more additional Paying Agents and
Conversion Agents. The term Registrar includes any additional registrar, the
term Paying Agent includes any additional paying agent and the term Conversion
Agent includes any additional conversion agent.

         Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar for each series of
Debentures. The Company shall have the right to remove and replace with or
without cause from time to time the Registrar for any series of Debentures;
provided that no such removal or replacement shall be effective until a
successor Registrar with respect to such series of Debentures shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Registrar with respect to a series of Debentures, it shall have the right to
examine the Register for such series at all reasonable times. There shall be
only one Register for each series of Debentures.

         The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-Registrar (if not the Company or
the Trustee or an Affiliate of the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee and to the Holders of any change of
location of such Office or Agency. If at any time the Company shall fail to
maintain or cause to be maintained 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 address of the
Trustee set forth in Section 13.02 hereof. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or agent for service of notices or
demands, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07. The Company or any Affiliate of
the Company may act as Paying Agent, Registrar, Conversion Agent or co-Registrar
or agent for service of notices and demands.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee and to the Holders of any
such designation or rescission and of any change in location of any such other
Office or Agency.


                                       15
<PAGE>   22

SECTION 2.05      PAYING AGENT TO HOLD MONEY IN TRUST.

         Except as otherwise provided herein, prior to or on each due date of
the principal of and premium, if any, and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum of money sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal of
and premium, if any, and interest on the Debentures and shall notify the Trustee
of any default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the request of the
Trustee, pay to the Trustee all money so held in trust and account for any money
disbursed by it. The Company at any time may require the Paying Agent to pay all
money held by it to the Trustee and to account for any money disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money so
paid over to the Trustee. If the Company, a Subsidiary or an Affiliate of either
of them acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund.

SECTION 2.06      DEBENTUREHOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable, the most recent list available to it of the names and addresses of
Debentureholders. If the Trustee is not the Registrar, the Company shall cause
to be furnished to the Trustee seven Business Days prior to each Interest
Payment Date and at such other times as the Trustee may request in writing,
within five Business Days of such request, a list, in such form as the Trustee
may reasonably require of the names and addresses of Debentureholders.

SECTION 2.07      TRANSFER AND EXCHANGE.

         When Debentures are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Debentures of the same series of other authorized denominations, the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transactions are met. To permit registrations
of transfer and exchanges, the Company shall execute and the Trustee shall
authenticate Debentures, all at the Registrar's request.

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

         The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange of a temporary Debenture for a definitive
Debenture not involving any change in ownership).


                                       16
<PAGE>   23

         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Debentures and ending at the close of business on the day of such mailing or (b)
any Debenture selected, called or being called for redemption, except, in the
case of any Debenture to be redeemed in part, the portion thereof not to be
redeemed.

SECTION 2.08      REPLACEMENT DEBENTURES.

         If (a) any mutilated Debenture is surrendered to the Company or the
Trustee, or (b) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debenture, and there is
delivered to the Company and the Trustee such Debenture or indemnity as may
reasonably be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Debenture has been
acquired by a bona fide purchaser, the Company shall execute in exchange for any
such mutilated Debenture, or in lieu of any such destroyed, lost or stolen
Debenture, a new Debenture of the same series and of like tenor and principal
amount, bearing a number not contemporaneously outstanding, and the Trustee
shall authenticate and make such new Debenture available for delivery.

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

         Upon the issuance of any new Debentures 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 reasonable fees and expenses of the Trustee) in
connection therewith.

         Every new Debenture issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company (whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable) and shall
be entitled to all benefits of this Indenture equally and ratably with any and
all other Debentures 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 Debentures.

SECTION 2.09      OUTSTANDING DEBENTURES; DETERMINATIONS OF HOLDERS' ACTION.

         Debentures outstanding at any time are all the Debentures authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.08, those redeemed by the Company pursuant to Article 3, and those
described in this Section as not outstanding. A Debenture does not cease to be
outstanding because the Company or a Subsidiary or Affiliate thereof holds the
Debenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debentures have given or concurred in any request,
demand, authorization, direction, notice,


                                       17
<PAGE>   24

consent or waiver hereunder, Debentures owned by the Company or a Subsidiary or
Affiliate (other than any Trust so long as any of the Preferred Securities of
such Trust are outstanding) shall be disregarded and deemed not to be
outstanding.

         Subject to the foregoing, only Debentures outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles 3, 6 and 9).

         If a Debenture is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

         If the Paying Agent (other than the Company) holds, in accordance with
this Indenture, at the Stated Maturity Date or on a Redemption Date, money
sufficient to pay the Debentures payable on that date, then immediately on the
Stated Maturity Date or such Redemption Date, as the case may be, such
Debentures shall cease to be outstanding, and interest, if any, on such
Debentures shall cease to accrue.

SECTION 2.10      TEMPORARY DEBENTURES.

         The Company may execute temporary Debentures, and upon the Company's
Order, the Trustee shall authenticate and make such temporary Debentures
available for delivery. Temporary Debentures shall be printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
in the same series and principal amount and of like tenor as the definitive
Debentures in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers of the
Company executing such Debentures may determine, as conclusively evidenced by
their execution of such Debentures. Such temporary Debentures may be in global
form.

         Except in the case of temporary Debentures in global form, which shall
be exchanged in accordance with the provisions thereof, after the preparation of
definitive Debentures, the temporary Debentures shall be exchangeable for
definitive Debentures of the same series upon surrender of the temporary
Debentures at the Office or Agency of the Company designated for such purpose
pursuant to Section 2.04, without charge to the Holders thereof. Upon surrender
for cancellation of any one or more temporary Debentures, the Company shall
execute a like principal amount of definitive Debentures of the same series of
authorized denominations, and the Trustee, upon receipt of a Company Order,
shall authenticate and make such Debentures available for delivery in exchange
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as definitive Debentures.

SECTION 2.11      BOOK-ENTRY SYSTEM.

         In order to utilize a book-entry-only system for all or any portion of
the Debentures of any series, all or a portion of the Debentures of any series
may be issued in the form of one or more fully registered Debentures of the same
series for the aggregate principal amount of such Debentures (a "Global
Debenture"), which Global Debenture shall be registered in the name of the
depository (the "Depository") selected by the Company or in the name of such
Depository's nominee. Each Global Debenture shall be delivered by the Trustee to
the Depository or pursuant


                                       18
<PAGE>   25

to the Depository's instruction and shall bear a legend substantially to the
following effect: "This Debenture may be transferred, in whole but not in part,
only to another nominee of the Depository or to a successor Depository or to a
nominee of such successor Depository."

         Notwithstanding any other provision of this Section or of Section 2.07,
a Global Debenture may be transferred in whole but not in part and in the manner
provided in Section 2.07, only by a nominee of the Depository for such series,
or by the Depository or any such nominee of a successor Depository for such
series selected or approved by the Company or to a nominee of such successor
Depository.

         If (a) at any time the Depository for Global Debentures of any series
of Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depository for such Global Debentures is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, (b) the Company determines in its sole
discretion, that the Debentures of any series shall no longer be represented by
one or more Global Debentures and delivers to the Trustee an Officer's
Certificate evidencing such determination or (c) a Default or an Event of
Default occurs and is continuing, then the provisions of this Section shall no
longer apply to the Debentures of such series. In such event, the Company will
execute and the Trustee, upon receipt of an Officer's Certificate evidencing
such determination by the Company, will authenticate and deliver Debentures of
such series and of like tenor in definitive registered form, in authorized
denominations, and in aggregate principal amount equal to the principal amount
of the Global Debentures of such series in exchange for such Global Debentures.
Upon the exchange of Global Debentures for such Debentures in definitive
registered form without coupons, in authorized denominations, the Global
Debentures shall be canceled by the Trustee. Such Debentures in definitive
registered form issued in exchange for Global Debentures pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depository, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Debentures to the Persons in whose names such Debentures are so registered.

         Except as provided above or as provided in any supplemental indenture,
owners of beneficial interests in a Global Debenture shall not be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

         Members of or participants in the Depository shall have no rights under
this Indenture with respect to any Global Debenture held on their behalf by the
Depository, and such Depository or its nominee, as the case may be, may be
treated by the Company, the Trustee, and any agent of the Company or the Trustee
as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including without limitation the granting of


                                       19
<PAGE>   26

proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under this Indenture.

SECTION 2.12      CANCELLATION.

         All Debentures surrendered for payment, redemption, registration of
transfer, exchange or conversion or for credit against any sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly canceled by the Trustee. The Company may at any
time deliver to the Trustee for cancellation any Debentures previously
authenticated and made available for delivery hereunder which the Company may
have acquired in any manner whatsoever, and all Debentures so delivered shall be
promptly canceled by the Trustee. The Company may not reissue or issue new
Debentures to replace Debentures it has paid or delivered to the Trustee for
cancellation. No Debentures shall be authenticated in lieu of or in exchange for
any Debentures canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Debentures held by the Trustee shall
be disposed of by the Trustee in accordance with its procedures for the
disposition of cancelled securities in effect as of the date of such
disposition, and the Trustee shall deliver a certificate of disposition to the
Company.

SECTION 2.13      CUSIP NUMBERS.

         The Company in issuing the 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 a 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 the CUSIP numbers.

                                   ARTICLE 3
                                   REDEMPTION

SECTION 3.01      REDEMPTION; NOTICE TO TRUSTEE.

         (a)      The Company may redeem the Debentures of any series issued
hereunder on and after the dates and in accordance with the terms established
for such series pursuant to Section 2.01.

         (b)      If any or all of the Debentures are to be redeemed pursuant to
this Section, the Company shall deliver to the Trustee no more than 60 and no
less than 45 days prior to the Redemption Date a Company Order specifying the
series and principal amount of Debentures to be redeemed and the Redemption Date
and Redemption Price for such Debentures. Such Company Order shall be
accompanied by a Board Resolution authorizing such redemption. If the Debentures
of a series are held by a Trust, the Company shall also deliver a copy of such
Company Order to the property trustee for such Trust (the "Property Trustee").


                                       20
<PAGE>   27

SECTION 3.02      SELECTION OF DEBENTURES TO BE REDEEMED.

         If less than all the outstanding Debentures of a series are to be
redeemed at any time, the Trustee shall select the Debentures of such series to
be redeemed by lot or by any other method the Trustee considers fair and
appropriate. The Trustee shall make the selection at least 30 but not more than
60 days before the Redemption Date from outstanding Debentures of such series
not previously called for redemption. Provisions of this Indenture that apply to
Debentures called for redemption also apply to portions of Debentures called for
redemption. The Trustee shall notify the Company promptly of the Debentures or
portions of Debentures to be redeemed.

SECTION 3.03      NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before the Redemption Date,
the Trustee, in the Company's name and at the Company's expense, shall mail or
cause to be mailed a notice of redemption by first-class mail, postage prepaid,
to each Holder of Debentures to be redeemed at such Holder's last address as it
appears in the Register.

         The notice of redemption shall identify the Debentures to be redeemed,
the provision of the Debentures or this Indenture pursuant to which the
Debentures called for redemption are being redeemed and shall state:

         (a)      the Redemption Date;

         (b)      the Redemption Price;

         (c)      the name and address of the Paying Agent;

         (d)      that payment of the Redemption Price of Debentures called for
redemption will be made only upon surrender of such Debentures to the Paying
Agent;

         (e)      if fewer than all the outstanding Debentures of any series are
to be redeemed, the identification and principal amounts of the particular
Debentures to be redeemed and that, on and after the Redemption Date, upon
surrender of such Debentures, a new Debenture or Debentures of the same series
and of like tenor and in a principal amount equal to the unredeemed portion
thereof will be issued;

         (f)      that, unless the Company defaults in paying the Redemption
Price of the Debentures called for redemption, including accrued interest
thereon to the Redemption Date, interest will cease to accrue on such Debentures
on and after the Redemption Date;

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

         (h)      in the case of Debentures of any series that are convertible
or exchangeable into Capital Stock, the conversion or exchange price or rate,
the date or dates on which or the period or periods during which the right to
convert or exchange the principal of the Debentures of such series to be
redeemed will commence or terminate and the place or places where such
Debentures may be surrendered for conversion or exchange; and


                                       21
<PAGE>   28

         (i)      the CUSIP numbers, if any.

         Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is actually
received. Failure to mail any notice or defect in the mailed notice or the
mailing thereof in respect of any Debenture shall not affect the validity of the
redemption of any other Debenture.

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

         After notice of redemption has been given, Debentures called for
redemption shall become due and payable on the Redemption Date at the Redemption
Price and from and after the Redemption Date (unless the Company shall default
in the payment of the Redemption Price and accrued interest), such Debentures
shall cease to bear interest. Upon the later of the Redemption Date and the date
such Debentures are surrendered to the Paying Agent, such Debentures shall be
paid at the Redemption Price, plus accrued interest to the Redemption Date,
provided that installments of interest on Debentures with an Interest Payment
Date which is on or prior to the Redemption Date shall be payable to the Holders
of such Debentures, registered as such at the close of business on the Regular
Record Dates therefor according to their terms and provisions.

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

         On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or an Affiliate is the Paying Agent, shall
segregate and hold in trust or cause such Affiliate to segregate and hold in
trust) money sufficient to pay the Redemption Price of, and accrued interest on,
all Debentures to be redeemed on that Redemption Date. The Paying Agent shall
return to the Company any money in excess of the amount sufficient to pay the
Redemption Price of, and accrued interest on, all Debentures to be redeemed and
any interest accrued on the amount deposited pursuant to this Section.

SECTION 3.06      DEBENTURES REDEEMED IN PART.

         Upon surrender of a Debenture that is redeemed in part, the Trustee
shall authenticate for the Holder a new Debenture of the same series and in a
principal amount equal to the unredeemed portion of such Debenture.

                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         (a)      The Company shall pay the principal of and premium, if any,
and interest (including interest accruing during any Extension Period and/or on
or after the filing of a petition in bankruptcy or reorganization relating to
the Company, whether or not a claim for post-filing interest is allowed in such
proceeding) on the Debentures on or prior to the dates and in the manner
provided in such Debentures or pursuant to this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the
applicable due date if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all of such installment
then due. With respect to any Debenture, the Company shall pay interest


                                       22
<PAGE>   29

on overdue principal and interest on overdue installments of interest (including
interest accruing during any Extension Period and/or on or after the filing of a
petition in bankruptcy or reorganization relating to the Company, whether or not
a claim for post-filing interest is allowed in such proceeding), to the extent
lawful, at the rate accruing on such Debenture, compounded with the same
frequency as interest is payable on such Debentures. Interest on overdue
interest shall accrue from the date such amounts become overdue.

         (b)      Notwithstanding the provisions of Section 4.01 (a) or any
other provision herein to the contrary, the Company shall have the right, as
provided in an Officer's Certificate or supplemental indenture issued pursuant
to Section 2.01, in its sole and absolute discretion at any time and from time
to time while the Debentures of any series are outstanding, so long as no Event
of Default with respect to such series of Debentures has occurred and is
continuing, to defer payments of interest by extending the interest payment
period for such series of Debentures for the maximum consecutive period, if any,
specified for such series of Debentures, provided that such Extension Period
must end on an Interest Payment Date and shall not extend beyond the Stated
Maturity Date or Redemption Date of any Debenture of such series, and provided
further that at the end of each Extension Period the Company shall pay all
interest then accrued and unpaid (together with interest thereon to the extent
permitted by applicable law at the rate accruing on such Debentures). Prior to
the termination of an Extension Period, the Company may shorten or may further
extend the interest payment period for such series of Debentures, provided that
such Extension Period together with all such previous and further extensions may
not exceed the maximum consecutive period specified for such series of
Debentures, end on a date other than an Interest Payment Date or extend beyond
the Stated Maturity Date or Redemption Date of any Debenture of such series. The
Company shall give the Trustee notice of the Company's election to begin an
Extension Period for any series of Debentures and any shortening or extension
thereof at least five Business Days prior to: (i) the date notice of payment of
interest on such Debentures is required to be given to any national securities
exchange on which the related Preferred Securities, if any, or Debentures are
then listed or other applicable self-regulatory organization or (ii) the date of
the notice of the record or payment date of the related distribution on the
Preferred Securities issued by the Trust which is the Holder of the Debentures
of such series, but in any event not less than five Business Days prior to the
Record Date fixed by the Company for the payment of such interest. The Company
shall give or cause the Trustee to give notice (a form of which shall be
provided by the Company to the Trustee) of the Company's election to begin an
Extension Period to the Holders by first class mail, postage prepaid.

SECTION 4.02      PROHIBITION AGAINST DIVIDENDS, ETC.

         The Company shall not (a) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's Capital Stock or (b) make any payment of principal of or
premium, if any, or interest on or repay or repurchase or redeem any debt
securities of the Company (including Debentures) that rank pari passu with or
junior in right of payment to the Debentures or (c) make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
Subsidiary of the Company (including any Guarantee) if such guarantee ranks pari
passu or junior in right of payment to the Debentures (other than (i) dividends
or distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock of the Company, (ii)


                                       23
<PAGE>   30

any declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto,
(iii) payments under any Guarantee, (iv) as a result of a reclassification of
the Company's Capital Stock or the exchange or conversion of one class or series
of the Company's Capital Stock for another class or series of the Company's
Capital Stock, including, without limitation, the conversion of the Company's
Class B common stock into shares of the Company's Class A common stock, (v) the
purchase of fractional interests in shares of the Company's Capital Stock
pursuant to the conversion or exchange provisions of such Capital Stock or the
security being converted or exchanged, and (vi) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers or employees or any of the Company's
dividend reinvestment plans): (X) during any Extension Period, (Y) if at such
time there shall have occurred and is continuing any Default or Event of
Default, or (Z) if the Company shall be in default with respect to its payment
or other obligations under any Guarantee.

SECTION 4.03      SEC REPORTS.

         The Company shall file with the Trustee, within 15 days after it files
them with the SEC, copies of its annual report and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may by rules and regulations prescribe) which the Company is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company
is not subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company shall file with the Trustee such information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which are specified in
Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the
provisions of Section 314(a) of the TIA.

         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 Officer's Certificates).

SECTION 4.04      COMPLIANCE CERTIFICATES.

         (a)      The Company shall deliver to the Trustee, within 120 days
after the end of each of the Company's fiscal years, an Officer's Certificate
stating whether or not the signer knows of any Default or Event of Default. Such
certificate shall contain a certification from the Principal Executive Officer,
Principal Financial Officer or Principal Accounting Officer of the Company as to
his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this Section, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture. If such Officer does know of such a
Default or Event of Default, the Officer's Certificate shall describe any such
Default or Event of Default, and its status. Such Officer's Certificate need not
comply with Sections 13.04 and 13.05.


                                       24
<PAGE>   31

         (b)      The Company shall deliver to the Trustee any information
reasonably requested by the Trustee in connection with the compliance by the
Trustee or the Company with the TIA.

SECTION 4.05      FURTHER INSTRUMENTS AND ACTS.

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

SECTION 4.06      PAYMENT OF EXPENSES OF EACH TRUST.

         The Company covenants for the benefit of the Holders of each series of
Debentures to pay all of the obligations, costs and expenses of such Trust
(other than payments in respect of Trust Securities) in accordance with the
provisions of its Trust Agreement and to pay the taxes of such Trust in
accordance with the provisions of its Trust Agreement in order to permit such
Trust to make distributions on and redemptions of its Preferred Securities in
accordance with such Trust Agreement.

SECTION 4.07      OWNERSHIP OF COMMON SECURITIES.

         So long as the Trust Securities of each Trust remain outstanding, the
Company hereby covenants (a) to maintain 100% direct or indirect ownership of
the common securities issued by such Trust (it being understood that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of such common securities), (b) to use its best efforts to
cause each Trust (i) to remain a business trust, except in connection with the
distribution of Debentures to the holders of related Trust Securities in
liquidation of such Trust, the conversion, exchange or redemption of all of such
Trust Securities, or certain mergers, consolidations or amalgamations, each as
permitted by the applicable Trust Agreement, and (ii) to otherwise continue to
be classified as a grantor trust for United States federal income tax purposes,
(c) to use its reasonable best efforts to cause each holder of each Trust's
Trust Securities to be treated as owning an undivided beneficial interest in the
related Debentures and (d) not to cause, as sponsor of each Trust, or to permit,
as holder of the common securities, the dissolution, liquidation or winding-up
of any Trust, except as provided in the applicable Trust Agreement.

SECTION 4.08      STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company shall deliver to the Trustee, as soon as possible and in
any event within five Business Days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officer's Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.


                                       25
<PAGE>   32

                                   ARTICLE 5
                              SUCCESSOR CORPORATION

SECTION 5.01      WHEN THE COMPANY MAY MERGE, ETC.

         The Company may not consolidate with or merge with or into, or sell,
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety (either in one transaction or a series of
transactions) to, any Person, and no Person shall consolidate with or merge into
the Company or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to the Company, unless:

         (a)      the Person formed by or surviving such consolidation or merger
or to which such sale, conveyance, transfer or lease shall have been made (the
"Successor") if other than the Company (i) is organized and existing under the
laws of the United States of America or any state thereof or the District of
Columbia, and (ii) shall expressly assume by a supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of the Company under the Debentures, this Indenture and the
Guarantees;

         (b)      immediately after giving effect to such transaction (and
treating any Indebtedness which becomes an obligation of the Successor Person or
any Subsidiary as a result of such transaction as having been incurred by such
Person or such Subsidiary at the time of such transaction), no Default or Event
of Default shall have occurred and be continuing; and

         (c)      the Company delivers to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
conveyance, transfer or lease and such supplemental indenture comply with this
Indenture.

         The Successor will be the successor to the Company, and will be
substituted for, and may exercise every right and power and become the obligor
on the Debentures with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, conveyance, transfer or lease of all
or substantially all of the assets of the Company, the predecessor Company will
not be released from its obligation to pay the principal of and premium, if any,
and interest on the Debentures.

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

         "Event of Default," wherever used herein with respect to Debentures of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officer's Certificate establishing
the terms of such series pursuant to this Indenture:


                                       26
<PAGE>   33

         (a)      default in the payment, when due, of interest on any Debenture
of that series and the default continues for a period of 30 days; provided, that
during any Extension Period for the Debentures of that series, failure to pay
interest on the Debentures of that series shall not constitute a Default or
Event of Default hereunder, or

         (b)      default in the payment of the principal of or premium, if any,
on any Debenture of such series when it becomes due, whether at maturity, upon
any redemption, by declaration of acceleration of maturity or otherwise; or

         (c)      default in the deposit of any sinking fund payment when and as
due by the terms of a Debenture of such series; or

         (d)      default in the performance or breach of any covenant or
agreement of the Company in this Indenture (other than a covenant or agreement a
default in the performance or the breach of which is elsewhere in this Section
specifically dealt with or which has been expressly included in this Indenture
solely for the benefit of a series of Debentures), and continuance of such
breach or default for a period of 90 days after receipt by the Company of a
"Notice of Default"; or

         (e)      a court of competent jurisdiction enters:

                  (i)      a decree or order for relief in respect of the
         Company in an involuntary proceeding under any applicable Bankruptcy
         Law and such decree or order shall remain unstayed and in effect for a
         period of 60 consecutive days; or

                  (ii)     a decree or order adjudging the Company to be
         insolvent, or approving a petition seeking reorganization, arrangement,
         adjustment or composition of the Company and such decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days; or

                  (iii)    a final and non-appealable order appointing a
         Custodian of the Company or of any substantial part of the property of
         the Company, or ordering the winding up or liquidation of the affairs
         of the Company; or

         (f)      the Company pursuant to or within the meaning of any
Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to
the entry of an order for relief against it in an involuntary case or
proceeding; (iii) files a petition or answer or consent seeking reorganization
or relief or consents to such filing or to the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
and such Custodian is not discharged within 60 days; (iv) makes a general
assignment for the benefit of its creditors; or (v) admits in writing its
inability to pay its debts generally as they become due; or

         (g)      if applicable, failure by the Company to deliver the required
securities or other rights upon an appropriate conversion or exchange election
by Holders of the Debentures or the related Preferred Securities; or

         (h)      any other Event of Default provided in or pursuant to this
Indenture with respect to Debentures of such series.


                                       27
<PAGE>   34

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

         A Default under clause (d) above is not an Event of Default until (i)
the Trustee provides a "Notice of Default" to the Company or the Holders of at
least 25% in aggregate principal amount of the Debentures of that series at the
time outstanding or, if that series of Debentures is held by a Trust, the
holders of at least 25% in aggregate liquidation amount of the outstanding
Preferred Securities of that Trust provide a "Notice of Default" to the Company
and the Trustee and (ii) the Company does not cure such Default within the time
specified in clause (d) above after receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default."

SECTION 6.02      ACCELERATION.

         If any Event of Default with respect to the Debentures of any series
other than an Event of Default under clause (e) or (f) of Section 6.01 occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding may declare
the principal of, and any accrued interest on, all the Debentures of that series
due and payable immediately, provided that in the case of a series of Debentures
then held by a Trust, if upon an Event of Default with respect to the Debentures
of that series the Trustee has, or the Holders of at least 25% in aggregate
principal amount of the Debentures of that series then outstanding have, failed
to declare the principal of, and any accrued interest on, the Debentures of that
series to be immediately due and payable, the holders of at least 25% in
aggregate liquidation amount of the outstanding Preferred Securities of that
Trust shall have such right by a notice in writing to the Company and the
Trustee. If an Event of Default specified in clause (e) or (f) of Section 6.01
occurs, the principal of, and any accrued interest on, all the Debentures shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Debentureholders.

         The foregoing paragraph, however, is subject to the condition that if,
at any time after the principal of the Debentures of that series shall have been
so declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided,
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
all matured installments of interest upon all the Debentures of that series and
the principal of and premium, if any, on all Debentures of that series which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate accruing on the Debentures of that series to the date of such payment or
deposit) and the amount payable to the Trustee under Section 7.07, and any and
all Defaults under the Indenture, other than the nonpayment of principal of and
interest on Debentures of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.04, then and
in every such case the Holders of at least a majority in aggregate principal
amount of the Debentures of that series then outstanding (subject to, in the
case of any series of Debentures held as assets of a Trust and with respect to
which a Security Exchange has not theretofore occurred, such consent of the
holders of the Preferred Securities and the Common


                                       28
<PAGE>   35

Securities of such Trust as may be required under the Trust Agreement of such
Trust), by written notice to the Company and to the Trustee, may rescind and
annul such declaration and its consequences with respect to that series of
Debentures; but no such rescission and annulment shall extend to or shall affect
any subsequent default, or shall impair any right consequent thereon.

SECTION 6.03      OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may, in
its own name or as trustee of an express trust, institute, pursue and prosecute
any proceeding, including without limitation, any action at law or suit in
equity or other judicial or administrative proceeding to collect the payment of
principal of or premium, if any, or interest on the Debentures of the series
that is in default, to enforce the performance of any provision of the
Debentures of that series or this Indenture or to obtain any other available
remedy.

         The Trustee may maintain a proceeding even if it does not possess any
of the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee, any Debentureholder or the holders of
Preferred Securities in exercising any right or remedy accruing upon an Event of
Default shall not impair such right or remedy or constitute a waiver of, or
acquiescence in, such Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

SECTION 6.04      WAIVER OF PAST DEFAULTS.

         If a Default or Event of Default with respect to a series of Debentures
has occurred and is continuing, the Holders of at least a majority in aggregate
principal amount of the Debentures of that series at the time outstanding, or,
if that series of Debentures is held by a Trust, the holders of at least a
majority in aggregate liquidation amount of the Preferred Securities of that
Trust, in each case by notice to the Trustee and the Company, may waive an
existing Default or Event of Default and its consequences except a Default or
Event of Default in the payment of the principal of or premium, if any, or
interest on any Debenture of that series (unless such Event of Default has been
cured and a sum sufficient to pay all matured installments of interest and
premium, if any and principal due otherwise than by acceleration has been
deposited with the Trustee) or a default in respect of a covenant or provision
which under this Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debenture of that series. When a Default or Event
of Default is waived, it is deemed cured and shall cease to exist, but no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any consequent right.

SECTION 6.05      CONTROL BY HOLDERS.

         The Holders of at least a majority in aggregate principal amount of the
Debentures of a series or, if that series of Debentures is held by a Trust, the
holders of at least a majority in aggregate liquidation amount of the Preferred
Securities of that Trust, may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or of exercising any
trust or power conferred on the Trustee, in respect of such series of
Debentures. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture


                                       29
<PAGE>   36

or that the Trustee determines in good faith is unduly prejudicial to the rights
of other Debentureholders or may involve the Trustee in personal liability. The
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, including withholding notice to the Holders of
the Debentures of continuing default (except in the payment of the principal of
(other than any mandatory sinking fund payment) or premium, if any, or interest
on any Debentures) if the Trustee considers it in the interest of the Holders of
the Debentures to do so.

SECTION 6.06      LIMITATION ON SUITS.

         Except as provided in Section 6.07 or 6.08, no Holder of any series of
Debentures or holder of Preferred Securities of the Trust that is the Holder of
such series of Debentures may pursue any remedy with respect to this Indenture
or the Debentures unless:

         (a)      the Holders of Debentures of such series or the holders of
such Preferred Securities give to the Trustee written notice stating that an
Event of Default with respect to the corresponding Debentures of such series has
occurred and is continuing;

         (b)      the Holders of at least 25% in aggregate principal amount of
the outstanding Debentures of that series or the holders of at least 25% in
aggregate liquidation amount of such Preferred Securities make a written request
to the Trustee to pursue a remedy;

         (c)      the Holders of Debentures of such series or the holders of
such Preferred Securities provide to the Trustee reasonable security and
indemnity against any loss, liability or expense satisfactory to the Trustee;

         (d)      the Trustee does not comply with the request within 60 days
after receipt of the notice, the request and the offer of security and
indemnity; and

         (e)      during such 60 day period, the Holders of at least a majority
in aggregate principal amount of the Debentures of that series or the holders of
at least a majority in aggregate liquidation amount of such Preferred Securities
do not give the Trustee a direction inconsistent with the request, 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 or any Debenture to affect, disturb or prejudice the rights of any
other such Holders, or to obtain or seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all such
Holders.

SECTION 6.07      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                  AND INTEREST.

         Notwithstanding any other provision of this Indenture, the Holder of
any Debenture shall have the right which is absolute and unconditional to
receive payment of the principal of, premium, if any, and (subject to Section
2.02) interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.


                                       30
<PAGE>   37

SECTION 6.08      DIRECT ACTION RIGHT OF HOLDERS OF TRUST PREFERRED SECURITIES.

         If an Event of Default has occurred and is continuing and is
attributable either to (a) the failure of the Company to pay the principal of or
premium, if any, or interest on the Debentures on the due date therefor or (b)
the failure by the Company to deliver the required securities or other rights
upon an appropriate conversion or exchange right election, and an event of
default has occurred and is continuing under the applicable Trust Agreement, a
holder of the related Preferred Securities, in lieu of any action that may
otherwise be taken hereunder as a Holder of Debentures, may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or premium, if any, or interest on such Debentures
having a principal amount equal to the liquidation amount of the Preferred
Securities held by such holder or for enforcement of such conversion or exchange
rights, as the case may be (a "Direct Action"). Notwithstanding anything
contained herein to the contrary, the Company may not amend this Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of the holders of all of the Preferred Securities outstanding.
Notwithstanding any payments made to a holder of Preferred Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of and premium, if any, or interest on the related
Debentures, and the Company shall be subrogated to the rights of the holder of
such Preferred Securities with respect to payments on the Preferred Securities
to the extent of any payments made by the Company to such holder in any Direct
Action.

SECTION 6.09      COLLECTION SUITS BY THE TRUSTEE.

         The Company covenants that if

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

         (b)      default is made in the payment of the principal of or premium,
if any, on any Debenture on the Stated Maturity Date or Redemption Date thereof,
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of such Debenture, the whole amount then due and payable on such
Debenture for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such. Debenture 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, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Debenture 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 Debenture, wherever
situated.

         If an Event of Default with respect to Debentures 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


                                       31
<PAGE>   38

Holders of Debentures of such series by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or such Debentures or in aid of the exercise of any power granted
herein, or to enforce any other remedy available under this Indenture or by law.

SECTION 6.10      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 its properties or assets, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise:

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

         (b)      to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07.

         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
Debenture any plan of reorganization, arrangement, adjustment or composition
affecting the Debentures or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.11      PRIORITIES.

         If the Trustee collects any money pursuant to this Article 6, it shall,
subject to Article 10, pay out the money in the following order:

         FIRST:            to the Trustee for amounts due under Section 7.07;

         SECOND:           to Holders of Debentures in respect of which or for
                           the benefit of which such money has been collected
                           for amounts due and unpaid on such Debentures for the
                           principal thereof or premium, if any, or interest, if
                           any, thereon ratably, without preference or priority
                           of any kind, according to such amounts due and
                           payable on such Debentures; and

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


                                       32
<PAGE>   39

         Except as otherwise set forth in the Debentures, the Trustee may fix a
Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

SECTION 6.12      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder of Debentures or holder of Preferred Securities
pursuant to Section 6.07 or 6.08 or a suit by Holders of Debentures of more than
10% in aggregate principal amount of the outstanding Debentures of any series
or, if a series of Debentures is held by a Trust, the holders of more than 10%
in aggregate liquidation amount of the Preferred Securities of that Trust.

                                    ARTICLE 7
                                   THE TRUSTEE

SECTION 7.01      DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

         (a)      If an Event of Default occurs and is continuing with respect
to the Debentures of any series, the Trustee shall exercise the rights and
powers vested in it by this Indenture with respect to that series and use the
same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

         (b)      Except during the continuance of an Event of Default with
respect to the Debentures of any series, (i) the Trustee need perform only those
duties with respect to that series that are specifically set forth in this
Indenture or the TIA and no others; and (ii) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but shall not be required to
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

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

                  (i)      this clause (c) does not limit the effect of Section
         7.01(b);

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


                                       33
<PAGE>   40

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05.

         (d)      Every provision of this Indenture that in any way relates to
the Trustee is subject to Section 7.01 (a), (b), (c) and (e) and Section 7.02.

         (e)      The Trustee may refuse to perform any duty or exercise any
right or power unless it receives security and indemnity reasonably satisfactory
to it against any loss, liability or expense (including reasonable counsel
fees).

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

         (g)      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 not be liable for interest on any money held by it hereunder except as
otherwise agreed with the Company.

SECTION 7.02      RIGHTS OF THE TRUSTEE.

         Subject to Sections 315(a) through 315(d) of the TIA:

         (a)      the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon or other evidence of indebtedness or other paper or
document 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 Order (in each case, other than delivery
of any Debenture to the Trustee for authentication and delivery pursuant to
Section 2.03 which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

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


                                       34
<PAGE>   41

         (e)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by or pursuant to this Indenture at the
request or direction of any of the Holders of Debentures of any series pursuant
to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity 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, coupon or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine, during
business hours and upon reasonable notice, the books, records and premises of
the Company, personally or by agent or attorney at the reasonable cost of the
Company;

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

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

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

SECTION 7.03      NOT RESPONSIBLE FOR RECITALS OR ISSUANCES OF DEBENTURES.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Debentures. The Trustee shall not be accountable for the
Company's use of the proceeds from the Debentures, and the Trustee shall not be
responsible for any statement in this Indenture or the Debentures or any report
or certificate issued by the Company hereunder or any registration statement
relating to the Debentures (other than the Trustee's Certificate of
Authentication and the Trustee's Statement of Eligibility on Form T-1), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.

SECTION 7.04      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 Debentures and, subject to Sections
608 and 613 of the TIA, 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.


                                       35
<PAGE>   42
SECTION 7.05      NOTICE OF DEFAULTS.

         If a Default occurs and is continuing with respect to the Debentures
of any series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Debenture of that series notice of the Default within 90 days after
it becomes known to the Trustee unless such Default shall have been cured or
waived. Except in the case of a Default described in Section 6.01(a), (b) or
(g), the Trustee may withhold such notice if and so long, as a committee of
Responsible Officers in good faith determines that the withholding of such
notice is in the interests of the Holders of the Debentures of that series. The
Trustee shall not be charged with knowledge of any Default unless a Responsible
Officer assigned to the Corporate Trust Department of the Trustee shall have
actual knowledge of the Default. The second sentence of this Section shall be
in lieu of the proviso to TIA Section 315(b). Said proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA.

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after each September 1, beginning with the September 1
next following the date of this Indenture, the Trustee shall mail to each
Debentureholder, and such other holders that have submitted their names to the
Trustee for such purpose, a brief report dated as of such September 1 in
accordance with and to the extent required under TIA Section 313.

         A copy of each report at the time of its mailing to Debentureholders
shall be filed with the Company, the SEC and any securities exchange on which
the Debentures are listed. The Company agrees to promptly notify the Trustee
whenever the Debentures become listed on any securities exchange and of any
listing, thereof.

SECTION 7.07      COMPENSATION AND INDEMNITY.

         The Company covenants and agrees:

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

         (b)      to reimburse the Trustee upon its request for reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, and advances of its agents and counsel),
including all reasonable expenses and advances incurred or made by the Trustee
in connection with any Default or Event of Default or any membership on any
creditors' committee, except any such expense or advance as may be attributable
to its negligence, willful misconduct or bad faith; and

         (c)      to the fullest extent permitted by law, to indemnify each of
the Trustee, or any predecessor Trustee, its officers, employees, directors and
shareholders, for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee or any predecessor
Trustee), incurred without negligence or willful misconduct on its part,
arising out of

                                      36
<PAGE>   43

or in connection with the acceptance or administration of this trust, including
the reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder.

         Before, after or during an Event of Default with respect to the
Debentures of a series, the Trustee shall have a claim and lien prior to the
Debentureholders of that series as to all property and funds held by it
hereunder for any amount owing it for its fees and expenses or any predecessor
Trustee pursuant to this Section, except with respect to funds held by the
Trustee or any Paying Agent in trust for the payment of principal of or
premium, if any, or interest on Debentures pursuant to Section 2.05 or Section
8.01.

         The Company's payment and indemnity obligations pursuant to this
Section are not subject to Article 10 of this Indenture and shall survive the
discharge of this Indenture. When the Trustee renders services or incurs
expenses after the occurrence of a Default specified in Section 6.01, the
compensation for services and expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08      ELIGIBILITY; DISQUALIFICATION.

         (a)      The Trustee shall at all times satisfy the requirements of the
TIA Sections 310(a)(1) and 310(a)(2). The Trustee (or any Affiliate thereof
which has unconditionally guaranteed the obligations of the Trustee hereunder)
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recently published annual report of condition. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         (b)      The Trustee shall comply with TIA Section 310(b). In
determining whether the Trustee has conflicting interests as defined in TIA
Section 310(b)(1), the provisions contained in the proviso to TIA Section
310(b)(1) and the Trustee's Statement of Eligibility on Form T-1 shall be
deemed incorporated herein.

SECTION 7.09      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.10.

         (b)      The Trustee may resign at any time with respect to the
Debentures of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 7.10 shall not have been delivered to the Trustee within 60 days after
the giving of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

         (c)      If the Trustee has or shall acquire any conflicting interest,
as defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting interest or resign with respect to
the Debentures of that series in the manner set forth in this Section.

                                      37
<PAGE>   44

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

         (e)      If at any time:

                  (i)      the Trustee shall fail to comply with clause (c) of
         this Section after written request therefor by the Company or by any
         Holder of a Debenture who has been a bona fide Holder of a Debenture
         for at least six months; or

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

                  (iii)    the Trustee shall become incapable of acting or shall
         be adjudged bankrupt or insolvent, or a receiver of 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, (1) the Company by a Board Resolution may remove the Trustee
         with respect to all Debentures, or (2) subject to Section 6.12, any
         Holder of a Debenture who has been a bona fide Holder of a Debenture
         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 Debentures of such
         series and the appointment of a successor Trustee or Trustees.

         (f)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Debentures of one or more series, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Debentures of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debentures of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Debentures of any particular
series) and shall comply with the applicable requirements of Section 7.10. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debentures
of any series shall be appointed by Act of the Holders of at least a majority
in principal amount of the outstanding Debentures of such series, notice of
such appointment shall be delivered to the Company and the retiring Trustee.
The successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 7.10,
become the successor Trustee with respect to the Debentures of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Debentures of any series shall have been
so appointed by the Company or the Holders of Debentures and accepted
appointment in the manner required by Section 7.10, any Holder of a Debenture
who has been a bona fide Holder of a Debenture of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent

                                      38
<PAGE>   45

jurisdiction for the appointment of a successor Trustee with respect to the
Debentures of such series.

         (g)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debentures of any series and each
appointment of a successor Trustee with respect to the Debentures of any series
in the manner provided in Section 13.02. Each notice shall include the name of
the successor Trustee with respect to the Debentures of such series and the
address of its Corporate Trust Office.

SECTION 7.10      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a)      In case of the appointment hereunder of a successor Trustee
with respect to all Debentures, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Debentures of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Debentures of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (i) 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 deeds of the Trustee with respect to the
Debentures of that or those series which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to
all Debentures, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debentures of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (iii) 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 as co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debentures of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Debentures of that or those
series to which the appointment of such successor Trustee relates.

                                      39
<PAGE>   46

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

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

SECTION 7.11      SUCCESSOR TRUSTEE BY MERGER.

         If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.

                                   ARTICLE 8
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

SECTION 8.01      SATISFACTION AND DISCHARGE OF INDENTURE.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Debentures as
specified in such Company Order, and the Trustee, on receipt of a Company
Order, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when

         (a)      either:

                  (i)      all Debentures of such series theretofore
         authenticated and delivered (other than (1) Debentures of such series
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 2.08, and (2) Debentures of such series
         for whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust, as provided in Section
         8.04) have been delivered to the Trustee for cancellation; or

                  (ii)     all Debentures of such series not theretofore
         delivered to the Trustee for cancellation:

                           (1)      have become due and payable; or

                           (2)      will become due and payable at their stated
                  maturity within one year; or

                           (3)      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

                                      40
<PAGE>   47

                  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 (1), (2) or (3) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, (a) cash (which may be held in an interest bearing
         account insured by the Federal Deposit Insurance Corporation), or (b)
         U.S. Government Obligations, maturing as to principal and interest at
         such times and in such amounts as will ensure the availability of
         cash, or (c) a combination thereof, in an amount sufficient to pay and
         discharge the entire indebtedness on such Debentures not theretofore
         delivered to the Trustee for cancellation, including the principal of,
         and premium, if any, and interest on such Debentures, to the date of
         such deposit (in the case of Debentures which have become due and
         payable) or to the Stated Maturity Date or Redemption Date thereof, as
         the case may be together with an Officer's 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; and

         (b)      the Company has paid or caused to be paid all other sums
payable hereunder by the Company with respect to the outstanding Debentures of
such series.

         In the event there are Debentures 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
Debentures of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture, with
respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.07 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations
of the Company and the Trustee with respect to the Debentures of such series,
shall survive: (i) the rights of registration of transfer and exchange of
Debentures of such series; (ii) the replacement of apparently mutilated,
defaced, destroyed, lost or stolen Debentures of such series; (iii) the rights
of the Holders of the Debentures of such series to receive payments of the
principal of and premium, if any, interest on the Debentures of such series;
(iv) the rights of the Holders of the Debentures of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them; (v) the obligation of the Company to maintain an
Office or Agency for payments on and registration of transfer of the Debentures
of such series; (vi) the rights, obligations and immunities of the Trustee
hereunder; and (vii) any rights to convert or exchange the Debentures of such
series into other securities or rights in accordance with their terms.

SECTION 8.02      APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
                  DEBENTURES.

         Subject to Section 8.04, all moneys deposited with the Trustee
pursuant to Section 8.01 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the Debentures of the series
for the payment or redemption of which such moneys have been deposited with the

                                      41
<PAGE>   48

Trustee, of all sums due and to become due thereon for principal and interest,
but such money need not be segregated from other funds except to the extent
required by law.

SECTION 8.03      REPAYMENT OF MONEYS HELD BY PAYING AGENT.

         In connection with the satisfaction and discharge of this Indenture,
all moneys then held by any Paying Agent under this Indenture shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.

SECTION 8.04      RETURN OF MONEYS HELD BY THE TRUSTEE AND PAYING AGENT
                  UNCLAIMED FOR TWO YEARS.

         Any moneys deposited with or paid to the Trustee or any Paying Agent
for the payment of the principal of and premium, if any, or interest on the
Debentures of any series and not applied but remaining unclaimed for two years
after the date when such principal, premium, if any, or interest shall have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, be repaid to the
Company by the Trustee or such Paying Agent, and the Holders of such Debentures
shall, unless otherwise required by mandatory provisions of applicable escheat
or abandoned or unclaimed property laws, thereafter look only to the Company
for any payment which such Holder may be entitled to collect as a general
unsecured creditor, and all liability of the Trustee or any Paying Agent with
respect to such moneys shall thereupon cease.

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

SECTION 9.01      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         From time to time, when authorized by a resolution of the Board of
Directors, the Company and the Trustee, without notice to or the consent of any
Holders of the Debentures, may amend or supplement this Indenture:

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

         (b)      to add to the covenants of the Company for the benefit of the
Holders of all or any series of Debentures (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company; provided, however, that in respect of any such
additional covenant, or restriction or condition on the Company, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate, enforcement upon such default
or may limit the remedies available to the Trustee upon such default; or

         (c)      to add any additional Events of Default with respect to all or
any series of Debentures (as shall be specified in such supplemental
indenture); or

                                      42
<PAGE>   49

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

         (e)      to establish the form or terms of Debentures of any series as
permitted by Section 2.01 or, in lieu of any such supplemental indenture, the
Company may provide the Trustee with an Officer's Certificate with respect to
the form or terms of such Debentures; or

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

         (g)      to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be defective or inconsistent
with any other provision herein or in any supplemental indenture, or to make
any other provisions with respect to matters or questions arising under this
Indenture, which shall not adversely affect the interests of the Holders of
Debentures of any series then outstanding in any material respect; or

         (h)      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 Debentures as herein set forth; or

         (i)      to maintain qualification of this Indenture under the TIA; or

         (j)      to supplement any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Debentures provided that any such action shall not
adversely affect the interests of any Holder of a Debenture of such series or
any other Debenture in any material respect.

SECTION 9.02      SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         The Company and the Trustee may amend this Indenture in any manner not
permitted by Section 9.01 or may waive future compliance by the Company with
any provisions of this Indenture with the consent of the Holders of at least a
majority in aggregate principal amount of the Debentures of each series
affected thereby then outstanding (and, in the case of any series of Debentures
held as assets of a Trust and with respect to which a Security Exchange has not
theretofore occurred, such consent of holders of the Preferred Securities and
the common securities of such Trust as may be required under the Trust
Agreement of such Trust). Such an amendment or waiver may not, without the
consent of each Holder of any Debenture affected thereby:

         (a)      reduce the principal amount of such Debentures;

         (b)      reduce the percentage of the principal amount of such
Debentures the Holders of which must consent to an amendment of this Indenture
or a waiver;

                                      43
<PAGE>   50

         (c)      change (i) the stated maturity of the principal of or the
interest on such Debentures, except in connection with any Extension Period,
(ii) the rate of interest (or the manner of calculation thereof) on such
Debentures, or (iii) the duration of the maximum consecutive period that
payments of interest on such Debentures may be deferred;

         (d)      change adversely to the Holders the redemption, conversion or
exchange provisions applicable to such Debentures, if any;

         (e)      change the currency in respect of which the payments on such
Debentures are to be made;

         (f)      make any change in Article 10 that adversely affects the
rights of the Holders of the Debentures or any change to any other Section
hereof that adversely affects their rights under Article 10; or

         (g)      change Section 6.07 or 6.08;

provided that, in the case of the outstanding Debentures of a series then held
by a Trust, no such amendment shall be made that adversely affects the holders
of the Preferred Securities of that Trust, and no waiver of any Event of
Default with respect to the Debentures of that series or compliance with any
covenant under this Indenture shall be effective, without the prior consent of
the holders of at least a majority of the aggregate liquidation amount of the
outstanding Preferred Securities of that Trust or the holder of each such
Preferred Security, as applicable.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been
obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Debentures, or which modifies
the rights of the Holders of Debentures 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 Debentures of any other series.

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

         If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the rights of any other Holder to receive the payment
or performance required hereunder in a timely manner.

                                      44
<PAGE>   51

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

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article 9 shall
comply with the TIA.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.

         Until an amendment, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation
as the consenting Holder's Debenture, even if notation of the consent, waiver
or action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture
or portion of the Debenture if the Trustee receives the notice of revocation
before the consent of the requisite aggregate principal amount of such
Debentures then outstanding has been obtained and not revoked. After an
amendment, waiver or action becomes effective, it shall bind every Holder of
the Debentures of the related series, except as provided in Section 9.02.

         The Company may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two
sentences of the immediately preceding paragraph, only Holders of Debentures or
holders of Preferred Securities, as applicable, on such Record Date or their
duly designated proxies, and only those Persons, shall be entitled to consent
to such amendment, supplement or waiver or to revoke any consent previously
given, whether or not such Persons continue to be such after such Record Date.
No such consent shall be valid or effective for more than 90 days after such
Record Date.

SECTION 9.05      NOTATION ON OR EXCHANGE OF DEBENTURES.

         Debentures of the related series authenticated and made available for
delivery after the execution of any supplemental indenture pursuant to this
Article 9 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 Debentures so modified to
conform, in the opinion of the Trustee and the Board of Directors, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and made available for delivery by the Trustee in exchange for
outstanding Debentures.

SECTION 9.06      EXECUTION OF SUPPLEMENTAL INDENTURES.

         The Trustee shall execute any supplemental indenture authorized
pursuant to this Article 9 if the supplemental indenture does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may, but need not, execute it. In executing such supplemental
indenture, the Trustee shall be entitled to receive, and shall be fully
protected

                                      45
<PAGE>   52

in relying upon, an Officer's Certificate and Opinion of Counsel stating that
such supplemental indenture is authorized or permitted by this Indenture.

SECTION 9.07      EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article 9,
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 Debentures of the related series theretofore or thereafter authenticated and
made available for delivery hereunder shall be bound thereby.

                                  ARTICLE 10
                                 SUBORDINATION

SECTION 10.01     DEBENTURES SUBORDINATED TO SENIOR INDEBTEDNESS.

         Notwithstanding the provisions of Section 6.11 or any other provision
herein or in any Debenture, the Company and the Trustee and, by their
acceptance thereof, the Holders of the Debentures (a) covenant and agree that
all payments by the Company of the principal of and premium, if any, and
interest on the Debentures (other than Debentures which have been discharged
pursuant to Article 8 or Debentures that provide for a sinking fund pursuant to
Article 11) shall be subordinated in accordance with the provisions of this
Article 10 to the prior payment in full, in cash or cash equivalents, of all
amounts payable on, under or in connection with Senior Indebtedness, and (b)
acknowledge that holders of Senior Indebtedness are or shall be relying on this
Article 10. Nothing herein or in any Debenture is intended to or shall limit
the amount of Senior Indebtedness the Company may incur.

SECTION 10.02     PRIORITY AND PAYMENT OF PROCEEDS IN CERTAIN EVENTS: REMEDIES
                  STANDSTILL.

         (a)      Upon any payment or distribution of assets or securities of
the Company, as the case may be, of any kind or character, whether in cash,
property or securities, upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
or in bankruptcy, insolvency, receivership or other proceedings, all amounts
payable on, under or in connection with Senior Indebtedness (including any
interest accruing on such Senior Indebtedness subsequent to the commencement of
a bankruptcy, insolvency, receivership or similar proceeding) shall first be
paid in full in cash, or payment provided for in cash or cash equivalents,
before the Holders or the Trustee on behalf of the Holders or the holders of
Preferred Securities shall be entitled to receive from the Company any payment
of principal of or premium, if any, or interest on the Debentures or
distribution of any assets or securities.

         (b)      No direct or indirect payment by or on behalf of the Company
of principal of or premium, if any, or interest on the Debentures (other than
Debentures which have been discharged pursuant to Article 8 or Debentures that
provide for a sinking fund pursuant to Article 11), whether pursuant to the
terms of the Debentures or upon acceleration or otherwise, shall be made if, at
the time of such payment, there exists (i) a default in the payment of all or
any portion of any Senior Indebtedness and the Trustee has received written
notice thereof from the Company, from holders of Senior Indebtedness or from
any trustee, representative or agent therefor, or (ii) any other default
affecting Senior Indebtedness as a result of which the maturity

                                      46
<PAGE>   53

of Senior Indebtedness has been accelerated and the Trustee has received
written notice from the Company, from holders of Senior Indebtedness or from
any trustee, representative or agent therefor, and such default shall not have
been cured or waived by or on behalf-of the holders of such Senior
Indebtedness.

         (c)      If, notwithstanding the foregoing provisions prohibiting such
payment or distribution, the Trustee or any Holder shall have received any
payment on account of the principal of or premium, if any, or interest on the
Debentures when such payment is prohibited by this Section and before all
amounts payable on, under or in connection with Senior Indebtedness are paid in
full in cash or cash equivalents, then and in such event (subject to the
provisions of Section 10.08) such payment or distribution shall be received and
held in trust for the holders of Senior Indebtedness and, at the written
direction of the trustee, representative or agent for the holders of the Senior
Indebtedness, shall be paid to the holders of the Senior Indebtedness remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in cash
or cash equivalents.

         Upon any payment or distribution of assets or securities referred to
in this Article 10, the Trustee and the Holders shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
and upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making any such payment or distribution,
delivered to the Trustee for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10.

SECTION 10.03     PAYMENTS WHICH MAY BE MADE PRIOR TO NOTICE.

         Nothing in this Article 10 or elsewhere in this Indenture shall
prevent (a) the Company, except under the conditions described in Section
10.02, from making payments of principal of or premium, if any, or interest on
the Debentures or from depositing with the Trustee any monies for such
payments, or (b) the application by the Trustee of any monies deposited with it
for the purpose of making such payments of principal of or premium, if any, or
interest on the Debentures, to the Holders entitled thereto, unless at least
two Business Days prior to the date when such payment would otherwise (except
for the prohibitions contained in Section 10.02) become due and payable, the
Trustee shall have received the written notice provided for in Section
10.02(b)(i) or (ii).

SECTION 10.04     RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT TO BE IMPAIRED.

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

                                      47
<PAGE>   54

         The provisions of this Article 10 are intended to be for the benefit
of, and shall be enforceable directly by, the holders of Senior Indebtedness.
Notwithstanding anything to the contrary in this Article 10, to the extent any
Holders or the Trustee have paid over or delivered to any holder of Senior
Indebtedness any payment or distribution received on account of the principal
of or premium, if any, or interest on the Debentures to which any other holder
of Senior Indebtedness shall be entitled to share in accordance with Section
10.02, no holder of Senior Indebtedness shall have a claim or right against any
Holders or the Trustee with respect to any such payment or distribution or as a
result of the failure to make payments or distributions to such other holder of
Senior Indebtedness.

SECTION 10.05     TRUSTEE MAY TAKE ACTION TO EFFECTUATE SUBORDINATION.

         Each Holder of a Debenture, by his acceptance thereof, authorizes and
directs the Trustee on his behalf to take such action as may be required by the
trustee, representative or agent for holders of Senior Indebtedness or by the
Company to effectuate, as between the holders of Senior Indebtedness and the
Holders, the subordination as provided in this Article 10 and appoints the
Trustee his attorney-in-fact for any and all such purposes.

SECTION 10.06     SUBROGATION.

         Upon the payment in full, in cash or cash equivalents, of all Senior
Indebtedness, any Holder shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments or distributions of assets of the
Company in respect of such Senior Indebtedness until the Debentures shall be
paid in full; and for the purposes of such subrogation, no payments or
distributions to holders of such Senior Indebtedness of any cash property or
securities to which such Holders of the Debentures would be entitled except for
this Article 10, and no payment pursuant to this Article 10 to holders of such
Senior Indebtedness by such Holders of the Debentures, shall, as between the
Company, its creditors other than holders of such Senior Indebtedness and such
Holders of the Debentures, be deemed to be a payment by the Company to or on
account of such Senior Indebtedness, it being understood that the provisions of
this Article 10 are solely for the purpose of defining the relative rights of
the holders of such Senior Indebtedness, on the one hand, and such Holders of
the Debentures, on the other hand.

         If any payment or distribution to which Holders of Debentures would
otherwise have been entitled but for the provisions of this Article 10 shall
have been applied, pursuant to this Article 10, to the payment of all Senior
Indebtedness, then and in such case such Holders of the Debentures shall be
entitled to receive from the holders of such Senior Indebtedness at the time
outstanding any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay, in cash or cash
equivalents, all such Senior Indebtedness in full.

SECTION 10.07     OBLIGATIONS OF COMPANY UNCONDITIONAL; REINSTATEMENT.

         Nothing in this Article 10 or elsewhere in this Indenture or in any
Debenture is intended to or shall impair, as between the Company and Holders of
the Debentures, the obligations of the Company, which are absolute and
unconditional, to pay to such Holders the principal of and premium, if any, and
interest on the Debentures as and when the same shall become due and

                                      48
<PAGE>   55

payable in accordance with their terms, or is intended to or shall affect the
relative rights of such Holders of the Debentures and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or any Holder of Debentures or holder of Preferred
Securities, as applicable, from exercising all remedies otherwise permitted by
applicable law under this Indenture, subject to the rights, if any, under this
Article 10 of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

         The failure to make a scheduled payment of principal of or premium, if
any, or interest on the Debentures by reason of Section 10.02 shall not be
construed as preventing the occurrence of a Default or an Event of Default
under Section 6.01; provided, however, that if (a) the conditions preventing
the making of such payment no longer exist, and (b) such Holders of the
Debentures are made whole with respect to such omitted payments, the Default or
Event of Default relating thereto (including any failure to pay any accelerated
amounts) shall be automatically waived, and the provisions of the Indenture
shall be reinstated as if no such Event of Default had occurred.

SECTION 10.08     TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED IN ABSENCE
                  OF NOTICE.

         The Trustee or Paying Agent shall not be charged with the knowledge of
the existence of any default in the payment of all or a portion of any Senior
Indebtedness or any other default affecting Senior Indebtedness as a result of
which the maturity of the Senior Indebtedness has been accelerated, unless and
until the Trustee or Paying Agent shall have received written notice thereof
from the Company or one or more holders of Senior Indebtedness or from any
trustee, representative or agent therefor; and, prior to the receipt of any
such written notice, the Trustee or Paying Agent may conclusively assume that
no such facts exist.

         Unless at least two Business Days prior to the date when by the terms
of this Indenture any monies are to be deposited by the Company with the
Trustee or any Paying Agent for any purpose (including, without limitation, the
payment of the principal of or premium, if any, or interest on any Debenture),
the Trustee or Paying Agent shall have received with respect to such monies the
notice provided for in Section 10.02, the Trustee or Paying Agent shall have
full power and authority to receive and apply such monies to the purpose for
which they were received. Neither of them shall be affected by any notice to
the contrary, which may be received by either on or after such second Business
Day. The foregoing shall not apply to the Paying Agent if the Company is acting
as Paying Agent. Nothing in this Section shall limit the right of the holders
of Senior Indebtedness to recover payments as contemplated by Section 10.02.
The Trustee or Paying Agent shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself or itself to be a holder of
such Senior Indebtedness (or a trustee, representative or agent on behalf of
such holder) to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee, representative or agent on behalf of any such
holder. The Trustee shall not be deemed to have any duty to the holders (and
shall be fully protected in relying upon such notice) of Senior Indebtedness.

SECTION 10.09     RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS.

         The Trustee and any Paying Agent shall be entitled to all of the
rights set forth in this Article 10 in respect of any Senior Indebtedness at
any time held by them to the same extent as

                                      49
<PAGE>   56

any other holder of such Senior Indebtedness, and nothing in this Indenture
shall be construed to deprive the Trustee or any Paying Agent of any of its
rights as such holder.

SECTION 10.10     NOTICE TO TRUSTEE.

         The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Debentures. Failure to give such notice shall
not affect the subordination of the Debentures to Senior Indebtedness.
Notwithstanding the provisions of this or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Debentures, unless and until the Trustee shall have received
written notice thereof at the address specified in Section 13.02 from the
Company or a holder of Senior Indebtedness or from any trustee or agent
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of Section 7.01, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if a Responsible
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
principal amount, issue price, accrued original issue discount, redemption
price, purchase price, change in control purchase price or interest, if any, as
the case may be, in respect of any Debenture), the notice with respect to such
money provided for in this Section 10.10, then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may
be received by it within three Business Days prior to such date.

         Subject to the provisions of Section 7.01, the Trustee shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of Senior Indebtedness (or
a trustee or agent on behalf of such holder) to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee or agent on behalf
of any such holder). In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment which it may be required to
make for the benefit of such Person pursuant to the terms of this Indenture
pending judicial determination as to the rights of such Person to receive such
payment.

SECTION 10.11     RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
                  AGENT.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 7.01, and
the Holders of the Debentures shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating

                                      50
<PAGE>   57

trustee, Custodian, receiver, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or
to the Holders of Debentures, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed theron and all other
facts pertinent thereto or to this Article.

SECTION 10.12     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness, except to the extent the Trustee is the trustee
under the indenture governing such Senior Indebtedness, and shall not be liable
to any such holders if the Trustee shall in good faith mistakenly pay over or
distribute to Holders of Debentures or to the Company or to any other Person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise. With respect to the holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article and no implied covenants or obligations with respect to holders of
Senior Indebtedness shall be read into this Indenture against the Trustee.

         Nothing in this Article shall apply to claims of or payments to, the
Trustee under or pursuant to Section 7.07.

                                   ARTICLE 11
                                 SINKING FUNDS

SECTION 11.01     APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Debentures of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Debenture of such series
issued pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Debentures 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 Debentures of such series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Debentures of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 11.02. Each sinking fund payment shall be applied to the
redemption of Debentures of any series as provided for by the terms of
Debentures of such series and this Indenture.

SECTION 11.02     SATISFACTION OF SINKING FUND PAYMENTS WITH DEBENTURES.

         The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Debentures of any series to be made pursuant
to the terms of such Debentures (a) deliver outstanding Debentures of such
series (other than any of such Debentures previously called for redemption or
any of such Debentures in respect of which cash shall have been released to the
Company), and (b) apply as a credit Debentures of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of

                                      51
<PAGE>   58

Debentures or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debentures, provided that such series of
Debentures have not been previously so credited. Such Debentures shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debentures 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 Debentures of any series in lieu of
cash payments pursuant to this Section, the principal amount of Debentures 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 Debentures of such series for
redemption, except upon a Company Order, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment on Debentures of such series, provided, however, that the Trustee or
such Paying Agent 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 Debentures
of that series purchased by the Company having an unpaid principal amount equal
to the cash payment requested to be released to the Company.

SECTION 11.03     REDEMPTION OF DEBENTURES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for any
series of Debentures, the Company shall deliver to the Trustee an Officer's
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 of
Debentures of that series pursuant to Section 11.02, 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 Debentures to be so credited and not
theretofore delivered. If such Officer's 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 Debentures to be redeemed upon such sinking fund payment date
in the manner specified in TIA Section 302 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 TIA Section 303. Such notice having been duly given, the
redemption of such Debentures shall be made upon the terms and in the manner
stated in TIA Sections 304 and 306.

                                  ARTICLE 12
                          MEETINGS OF DEBENTUREHOLDERS

SECTION 12.01     PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders of Debentures of any series may be called at any
time and from time to time pursuant to this Article 12 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
Debentures of such series.

                                      52
<PAGE>   59

SECTION 12.02     CALL, NOTICE AND PLACE OF MEETINGS.

         (a)      The Trustee may at any time call a meeting of Holders of
Debentures of any series for any purpose specified in Section 12.01, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or in such other place as the Trustee shall determine. Notice of every
meeting of Holders of Debentures 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 13.02, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

         (b)      In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
outstanding Debentures of any series shall have requested the Trustee to call a
meeting of the Holders of Debentures of such series for any purpose specified
in Section 12.01, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed notice of such meeting within 20 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 Debentures 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 clause (a) of this Section.

SECTION 12.03     PERSONS ENTITLED TO VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders of Debentures of any
series, a Person shall be (a) a Holder of one or more outstanding Debentures of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more outstanding Debentures of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Debentures 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 12.04     QUORUM; ACTION.

         The Persons entitled to vote at least a majority in principal amount
of the outstanding Debentures of a series shall constitute a quorum for a
meeting of Holders of Debentures 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 at least
66-2/3% in principal amount of the outstanding Debentures of a series, the
Persons entitled to vote such percentage in principal amount of the outstanding
Debentures of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes after the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Debentures 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 adjourned
meeting, such adjourned 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 adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 12.02(a), except that
such notice need

                                      53
<PAGE>   60

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 Debentures of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.02, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of at least a majority in principal amount of the outstanding
Debentures of that series; provided, however, that, except as limited by the
proviso to Section 9.02, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture or any supplemental indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of the
outstanding Debentures 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 Debentures of such series.

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

SECTION 12.05     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 Debentures of a series in regard to proof of the holding
of Debentures 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 Debentures shall be proved in the manner specified in Section
1.05 and the appointment of any proxy shall be proved in the manner specified
in Section 1.05. 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 1.05 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 Debentures as provided in Section 12.02(b), in
which case the Company or the Holders of Debentures 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 at least a majority in principal amount
of the outstanding Debentures of such series represented at the meeting.

         (c)      At any meeting each Holder of a Debenture of such series or
proxy shall be entitled to one vote for each $[______] principal amount of the
outstanding Debentures 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
Debenture challenged as not outstanding and ruled by the chairman of

                                      54
<PAGE>   61

the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Debenture of such series or proxy.

         (d)      Any meeting of Holders of Debentures of any series duly called
pursuant to Section 12.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote at least a majority in principal
amount of the outstanding Debentures of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.

SECTION 12.06     COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Debentures of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debentures of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the outstanding Debentures of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Debentures 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 12.02 and, if
applicable, Section 12.04. 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 13
                                 MISCELLANEOUS

SECTION 13.01     TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of Section 318(c) of the TIA, the imposed
duties shall control. The provisions of Sections 310 to 317, inclusive, of the
TIA that impose duties on any Person (including provisions automatically deemed
included in an indenture unless the indenture provides that such provisions are
excluded) are a part of and govern this Indenture, except as, and to the
extent, they are, expressly excluded from this Indenture, as permitted by the
TIA.

SECTION 13.02     NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be in writing and delivered, telecopied (with originals
to follow by first-class mail) or mailed by first-class mail, postage prepaid,
addressed as follows:

                                      55
<PAGE>   62

         if to the Company:

                  Cox Radio, Inc.
                  1400 Lake Hearn Drive
                  Atlanta, Georgia 30319
                  Facsimile No.: (404) 843-5142
                  Attention: Richard Jacobson

                  with a copy to:

                  Dow, Lohnes & Albertson, PLLC
                  1200 New Hampshire Avenue, NW
                  Suite 800
                  Washington, D.C. 20036
                  Facsimile No.: (202) 776-2222
                  Attention: Stuart A. Sheldon

         if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York 10286
                  Facsimile No.: (212) 815-5915
                  Attention: Corporate Trust Administration

         The Company or the Trustee, by giving notice to the other, may
designate additional or different addresses for subsequent notices of
communications. The Company shall notify the holder, if any, of Senior
Indebtedness of any such additional or different addresses of which the Company
receives notice from the Trustee.

         Any notice or communication given to a Debentureholder shall be mailed
or delivered to the Debentureholder at the Debentureholder's address as it
appears on the Register of the Registrar and shall be sufficiently given if
mailed within the time prescribed.

         Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not received by the addressee.

         If the Company gives a notice or communication to the
Debentureholders, it shall deliver a copy to the Trustee and each Registrar,
Paying Agent or co-Registrar.

         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 Debentureholders 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.

                                      56
<PAGE>   63

SECTION 13.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Debentureholders may communicate pursuant to Section 312(b) of the TIA
with other Debentureholders with respect to their rights under this Indenture
or the Debentures. The Company, the Trustee, the Registrar, the Paying Agent
and anyone else shall have the protection of Section 312(c) of the TIA.

SECTION 13.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

         (a)      an Officer's Certificate (complying with Section 13.05)
stating that, in the opinion of such Officer, all conditions precedent to the
taking of such action have been complied with; and

         (b)      if applicable, an Opinion of Counsel (complying with Section
13.05) stating that, in the opinion of such counsel all such conditions
precedent to the taking of such action have been complied with.

SECTION 13.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each Officer's Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

         (a)      a statement that each Person making such Officer's Certificate
or Opinion of Counsel has read such covenant or condition;

         (b)      a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such Officer's Certificate or Opinion of Counsel are based;

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

         (d)      a statement that, in the opinion of such Person, such covenant
or condition has been complied with; provided, however, that with respect to
matters of fact not involving any legal conclusion, an Opinion of Counsel may
rely on an Officer's Certificate or certificates of public officials.

SECTION 13.06     SEVERABILITY CLAUSE.

         If any provision in this Indenture or in the Debentures 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.

                                      57
<PAGE>   64

SECTION 13.07     RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR.

         The Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

SECTION 13.08     LEGAL HOLIDAYS.

         A "Legal Holiday" is any day other than a Business Day. If any
specified date (including a date for giving notice) is a Legal Holiday, the
action to be taken on such date shall be taken on the next succeeding day that
is not a Legal Holiday, and if such action is a payment in respect of the
Debentures, unless otherwise specified pursuant to Section 2.01 no principal,
premium, if any, or interest shall accrue in respect of such payment for the
intervening period.

SECTION 13.09     GOVERNING LAW.

         This Indenture and the Debentures shall be governed by and construed
in accordance with the laws of the State of New York, without regard to its
principles of conflicts of laws.

SECTION 13.10     NO RECOURSE AGAINST OTHERS.

         No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the
Debentures or this Indenture or for any claim based on, in respect of or by
reason of such obligations. By accepting a Debenture, each Debentureholder
shall waive and release all such liability. The waiver and release shall be
part of the consideration for the issuance and sale of the Debentures.

SECTION 13.11     SUCCESSORS AND ASSIGNS.

         All agreements of the Company in this Indenture and Debentures shall
bind its successors and assigns. All agreements of the Trustee in this
Indenture shall bind its successors and assigns.

SECTION 13.12     COUNTERPARTS.

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. Any signed copy shall be sufficient proof of this Indenture.

SECTION 13.13     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 13.14     TABLE OF CONTENTS, HEADINGS, ETC.

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

                                      58
<PAGE>   65

SECTION 13.15     HOLDERS OF PREFERRED SECURITIES AS THIRD PARTY BENEFICIARIES.

         The Company hereby acknowledges that, to the extent specifically set
forth herein, prior to a Security Exchange with respect to the Debentures of
any series held as assets of a Trust, the holders of the Preferred Securities
of such Trust shall expressly be third party beneficiaries of this Indenture.
The Company further acknowledges that, prior to a Security Exchange with
respect to Debentures of any series held as assets of a Trust, if an Event of
Default has occurred and is continuing and is attributable to (i) the failure
of the Company to pay the principal of or premium, if any, or interest on the
Debentures or (ii) the failure by the Company to deliver the required
securities or other rights upon an appropriate conversion or exchange right
election, any holder of the Preferred Securities of such Trust may institute a
Direct Action against the Company.

SECTION 13.16     BENEFITS OF THE INDENTURE.

         Except as otherwise expressly provided herein with respect to holders
of Senior Indebtedness and holders of Preferred Securities, nothing in this
Indenture or in the Debentures, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder and the Holders of
the Debentures, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                  [remainder of page intentionally left blank]

                                      59
<PAGE>   66

                                   SIGNATURES


         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.


                                    COX RADIO, INC.



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

                                       Title:



                                    THE BANK OF NEW YORK,
                                    AS TRUSTEE



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

                                        Title: