<PAGE>   1

                                                                     EXHIBIT 4.1


                                                                  EXECUTION COPY



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                        ARDEN REALTY LIMITED PARTNERSHIP

                                     Issuer

                                       and

                              THE BANK OF NEW YORK

                                     Trustee

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

                                    INDENTURE

                           Dated as of March 14, 2000

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



                             SENIOR DEBT SECURITIES


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<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
RECITALS OF THE ISSUER.....................................................................1
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................1
SECTION 101.  DEFINITIONS..................................................................1
            Acquired Indebtedness..........................................................2
            Act............................................................................2
            Additional Amounts.............................................................2
            Affiliate......................................................................2
            Annual Debt Service Charge.....................................................2
            Authenticating Agent...........................................................2
            Authorized Newspaper...........................................................2
            Bankruptcy Law.................................................................2
            Board of Directors.............................................................2
            Board Resolution...............................................................2
            Business Day...................................................................2
            Clearstream....................................................................3
            Commission.....................................................................3
            Common Depositary..............................................................3
            Consolidated Income Available for Debt Service.................................3
            Consolidated Interest Expense..................................................3
            Consolidated Net Income........................................................3
            Conversion Event...............................................................3
            Corporate Trust Office.........................................................3
            Corporation....................................................................3
            Custodian......................................................................3
            Debt ..........................................................................4
            Defaulted Interest.............................................................4
            Dollar.........................................................................4
            DTC............................................................................4
            ECU............................................................................4
            Euroclear......................................................................4
            European Community.............................................................4
            European Monetary System.......................................................4
            European Union.................................................................4
            Event of Default...............................................................4
            Exchange Act...................................................................4
            Exchange Date..................................................................4
            Foreign Currency...............................................................5
            GAAP...........................................................................5
            General Partner................................................................5
            Government Obligations.........................................................5
            Holder.........................................................................5
            Indenture......................................................................5
            Indexed Security...............................................................5
            Interest.......................................................................5
            Interest Payment Date..........................................................6
            Issuer.........................................................................6
            Issuer Request.................................................................6
            Judgment Currency..............................................................6
            Legal Holiday..................................................................6
</TABLE>


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<TABLE>
<S>                                                                                       <C>
            Make-Whole Amount..............................................................6
            Maturity.......................................................................6
            Officers' Certificate..........................................................6
            Opinion of Counsel.............................................................6
            Original Issue Discount Security...............................................6
            Outstanding....................................................................6
            Paying Agent...................................................................7
            Person ........................................................................8
            Place of Payment...............................................................8
            Predecessor Security...........................................................8
            Recourse Indebtedness..........................................................8
            Redemption Date................................................................8
            Redemption Price...............................................................8
            Registered Security............................................................8
            Regular Record Date............................................................8
            Reinvestment Rate..............................................................8
            Repayment Date.................................................................9
            Repayment Price................................................................9
            Responsible Officer............................................................9
            Secured Debt...................................................................9
            Security.......................................................................9
            Security Register..............................................................9
            Significant Subsidiary.........................................................9
            Special Record Date............................................................9
            Stated Maturity................................................................9
            Statistical Release............................................................9
            Subsidiary....................................................................10
            Total Assets..................................................................10
            Total Unencumbered Assets.....................................................10
            Trust Indenture Act or........................................................10
            Trustee.......................................................................10
            Undepreciated Real Estate Assets..............................................10
            United States.................................................................10
            United States Person..........................................................10
            Unsecured Debt................................................................10
            Yield to Maturity.............................................................10
SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS........................................10
SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................................11
SECTION 104.  ACTS OF HOLDERS.............................................................11
SECTION 105.  NOTICES, ETC., TO TRUSTEE AND ISSUER........................................12
SECTION 106.  NOTICE TO HOLDERS; WAIVER...................................................13
SECTION 107.  EFFECT OF HEADINGS AND TABLE OF CONTENTS....................................13
SECTION 108.  SUCCESSORS AND ASSIGNS......................................................13
SECTION 109.  SEVERABILITY CLAUSE.........................................................13
SECTION 110.  BENEFITS OF INDENTURE.......................................................13
SECTION 111.  GOVERNING LAW...............................................................14
SECTION 112.  LEGAL HOLIDAYS..............................................................14
SECTION 113.  QUALIFICATION UNDER TRUST INDENTURE ACT.....................................14
SECTION 114.  COUNTERPARTS................................................................14
SECTION 115.  JUDGMENT CURRENCY...........................................................14
SECTION 116.  NONRECOURSE.................................................................15
ARTICLE TWO  SECURITIES FORMS.............................................................15
SECTION 201.  FORMS OF SECURITIES.........................................................15
SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.............................15
SECTION 203.  SECURITIES ISSUABLE IN GLOBAL FORM..........................................16
</TABLE>


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<PAGE>   4

<TABLE>
<S>                                                                                      <C>
ARTICLE THREE THE SECURITIES..............................................................17
SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES........................................17
SECTION 302.  CURRENCY, DENOMINATIONS.....................................................20
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING..............................20
SECTION 304.  TEMPORARY SECURITIES........................................................22
SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.........................24
SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES............................26
SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS RESERVED...............................27
SECTION 308.  PERSONS DEEMED OWNERS.......................................................28
SECTION 309.  CANCELLATION................................................................28
SECTION 310.  COMPUTATION OF INTEREST.....................................................29
SECTION 311.  CUSIP NUMBERS...............................................................29
ARTICLE FOUR SATISFACTION AND DISCHARGE..................................................29
SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.....................................29
SECTION 402.  APPLICATION OF TRUST FUNDS..................................................30
ARTICLE FIVE REMEDIES.....................................................................30
SECTION 501   EVENTS OF DEFAULT...........................................................30
SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..........................32
SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.............33
SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM............................................34
SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.................34
SECTION 506.  APPLICATION OF MONEY COLLECTED..............................................34
SECTION 507.  LIMITATION ON SUITS.........................................................35
SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM OR
                 MAKE-WHOLE AMOUNT, IF ANY, INTEREST AND ADDITIONAL AMOUNTS...............35
SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES..........................................36
SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE..............................................36
SECTION 511.  DELAY OR OMISSION NOT WAIVER................................................36
SECTION 512.  CONTROL BY HOLDERS OF SECURITIES............................................36
SECTION 513.  WAIVER OF PAST DEFAULTS.....................................................36
SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS.....................................37
SECTION 515.  UNDERTAKING FOR COSTS.......................................................37
ARTICLE SIX THE TRUSTEE...................................................................37
SECTION 601.  NOTICE OF DEFAULTS..........................................................37
SECTION 602.  CERTAIN RIGHTS OF TRUSTEE...................................................37
SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES......................39
SECTION 604.  MAY HOLD SECURITIES.........................................................39
SECTION 605.  MONEY HELD IN TRUST.........................................................39
SECTION 606.  COMPENSATION AND REIMBURSEMENT..............................................39
SECTION 607.  CORPORATE TRUSTEE REQUIRED ELIGIBILITY; CONFLICTING INTERESTS...............40
SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...........................40
SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR......................................42
SECTION 610.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.................42
SECTION 611.  APPOINTMENT OF AUTHENTICATING AGENT.........................................43
SECTION 612.  TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE ISSUER......................45
ARTICLE SEVEN HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER.............................45
SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS................................45
SECTION 702.  REPORTS BY TRUSTEE..........................................................45
SECTION 703.  REPORTS BY ISSUER...........................................................46
</TABLE>

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<TABLE>
<S>                                                                                      <C>
SECTION 704.  ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS....................46
ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE............................47
SECTION 801.  CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES, LEASES AND CONVEYANCE
                 PERMITTED SUBJECT TO CERTAIN CONDITIONS..................................47
SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION..................................47
SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL................................47
ARTICLE NINE SUPPLEMENTAL INDENTURES......................................................48
SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..........................48
SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.............................49
SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES........................................50
SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES...........................................50
SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.........................................50
SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..........................50
SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES...........................................50
ARTICLE TEN COVENANTS.....................................................................50
SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, INTEREST
                 AND ADDITIONAL AMOUNTS...................................................50
SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY............................................51
SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..........................51
SECTION 1004.  LIMITATIONS ON INCURRENCE OF DEBT..........................................53
SECTION 1005.  [intentionally omitted]....................................................54
SECTION 1006.  EXISTENCE..................................................................54
SECTION 1007.  MAINTENANCE OF PROPERTIES..................................................54
SECTION 1008.  INSURANCE..................................................................54
SECTION 1009.  PAYMENT OF TAXES AND OTHER CLAIMS..........................................54
SECTION 1010.  PROVISION OF FINANCIAL INFORMATION.........................................54
SECTION 1011.  STATEMENT AS TO COMPLIANCE.................................................55
SECTION 1012.  ADDITIONAL AMOUNTS.........................................................55
SECTION 1013.  WAIVER OF CERTAIN COVENANTS................................................56
SECTION 1014.  DELIVERY OF CERTAIN INFORMATION............................................56
SECTION 1015.  OFFICERS' CERTIFICATE AS TO AN EVENT OF DEFAULT............................56
ARTICLE ELEVEN REDEMPTION OF SECURITIES...................................................56
SECTION 1101.  APPLICABILITY OF ARTICLE...................................................56
SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE......................................57
SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..........................57
SECTION 1104.  NOTICE OF REDEMPTION.......................................................57
SECTION 1105.  DEPOSIT OF REDEMPTION PRICE................................................58
SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE......................................58
SECTION 1107.  SECURITIES REDEEMED IN PART................................................59
ARTICLE TWELVE SINKING FUNDS..............................................................59
SECTION 1201.  APPLICABILITY OF ARTICLE...................................................59
SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENT WITH SECURITIES.......................59
SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND..................................59
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS.......................................60
SECTION 1301.  APPLICABILITY OF ARTICLE...................................................60
SECTION 1302.  REPAYMENT OF SECURITIES....................................................60
SECTION 1303.  EXERCISE OF OPTION.........................................................60
SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE.............61
SECTION 1305.  SECURITIES REPAID IN PART..................................................61
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE.......................................61
SECTION 1401.  APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT DEFEASANCE OR
                 COVENANT DEFEASANCE......................................................61
</TABLE>

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<TABLE>
<S>                                                                                      <C>
SECTION 1402.  DEFEASANCE AND DISCHARGE...................................................62
SECTION 1403.  COVENANT DEFEASANCE........................................................62
SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE............................62
SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                 OTHER MISCELLANEOUS PROVISIONS...........................................64
ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES.........................................64
SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED..................................64
SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS.........................................65
SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS.......................................65
SECTION 1504.  QUORUM; ACTION.............................................................65
SECTION 1505.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS........66
SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS............................67
SECTION 1507.  EVIDENCE OF ACTION TAKEN BY HOLDERS........................................67
SECTION 1508.  PROOF OF EXECUTION OF INSTRUMENTS..........................................67
ARTICLE SIXTEEN SECURITIES IN FOREIGN CURRENCIES..........................................67
SECTION 1601.  APPLICABILITY OF ARTICLE...................................................67
</TABLE>


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<PAGE>   7



                        ARDEN REALTY LIMITED PARTNERSHIP

            Reconciliation and Tie between Trust Indenture Act of 1939 (the
"TIA" or "Trust Indenture Act") and the Indenture, dated as of March 14, 2000

<TABLE>
<CAPTION>
Trust Indenture Act Section                               Indenture Section
<S>                                                       <C>
Sec.  310(a)(1).............................                    607
         (a)(2).............................                    607
         (b)................................                    607, 608
Sec.  312(a)................................                    704
Sec.  312(c)................................                    701
Sec.  313(a)................................                    702
         (c)................................                    702
Sec.  314(a)................................                    703
         (a)(4).............................                    1011
         (c)(1).............................                    102
         (c)(2).............................                    102
         (e)................................                    102
Sec.  315(b) ...............................                    601
Sec.  316(a) (last sentence)...............                     101 ("Outstanding")
         (a)(1)(A)..........................                    502, 512
         (a)(1)(B)..........................                    513
         (b)................................                    508
Sec.  317(a)(1) ............................                    503
         (a)(2).............................                    504
Sec.  318(a)................................                    113
         (c)................................                    113
</TABLE>



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

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


                                      -vi-

<PAGE>   8


               INDENTURE (this "Indenture"), dated as of March 14, 2000, between
ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (the "Issuer"),
having its principal offices at 11601 Wilshire Boulevard, Fourth Floor, Los
Angeles, California 90025-1740 and The Bank of New York, a New York banking
corporation, as Trustee hereunder (the "Trustee"), having its Corporate Trust
Office at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn.:
Corporate Trust Administration.

                             RECITALS OF THE ISSUER

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

               Upon making the appropriate filings with the Securities and
Exchange Commission, this Indenture will be subject to the provisions of the
Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

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

               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

        (5)    the word "or" is always used inclusively.

<PAGE>   9

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

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

               "ADDITIONAL AMOUNTS" means any additional amounts which are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Issuer in respect of certain
taxes, assessments or other governmental charges imposed on certain Holders and
which are owing to such Holders.

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

               "ANNUAL DEBT SERVICE CHARGE," as of any date means the amount
which is expensed in any 12 month period for Consolidated Interest Expense of
the Issuer and its Subsidiaries.

               "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

               "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English
language or in an official language of the place of publication, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any day that is a Business Day in the place of publication.

               "BANKRUPTCY LAW" has the meaning specified in Section 501.

               "BOARD OF DIRECTORS" means the board of directors of the General
Partner or any committee of that board duly authorized to act thereunder.

               "BOARD RESOLUTION" means a copy of one or more resolutions
certified by the Secretary or an Assistant Secretary of the General Partner to
have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

               "BUSINESS DAY" when used with respect to any Place of Payment or
any other location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday or other day on which banking
institutions in that Place of Payment or particular location are authorized or
required by law, regulation or executive order to close.

                                      -2-
<PAGE>   10

               "CLEARSTREAM" means Clearstream International, or its successor.

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

               "COMMON DEPOSITARY" has the meaning specified in Section 304(b).

               "CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any period
means Consolidated Net Income plus amounts which have been deducted in
determining Consolidated Net Income during such period for (i) Consolidated
Interest Expense, (ii) provision for taxes of the Issuer and its Subsidiaries
based on income, (iii) amortization (other than amortization of debt discount)
and depreciation, (iv) provisions for losses from sales or joint ventures, (v)
increases in deferred taxes and other non-cash items, (vi) charges resulting
from a change in accounting principles and (vii) charges for early
extinguishment of debt, and less amounts which have been added in determining
Consolidated Net Income during such period for (a) provisions for gains from
sales or joint ventures and (b) decreases in deferred taxes and other non-cash
items.

               "CONSOLIDATED INTEREST EXPENSE" means, for any period, and
without duplication, all interest (including the interest component of rentals
on leases reflected in accordance with GAAP as capitalized leases on the
Issuer's consolidated balance sheet, letter of credit fees, commitment fees and
other like financial charges) and all amortization of debt discount on all Debt
(including, without limitation, payment-in-kind, zero coupon and other
securities) of the Issuer and its Subsidiaries, but excluding legal fees, title
insurance charges and other out-of-pocket fees and expenses incurred in
connection with the issuance of Debt, all determined in accordance with GAAP.

               "CONSOLIDATED NET INCOME" for any period means the amount of net
income (or loss) of the Issuer and its Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP.

               "CONVERSION EVENT" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such currency and for the settlement of transactions by a central bank or other
public institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Union or (iii) any
currency unit or composite currency other than the ECU for the purposes for
which it was established.

               "CORPORATE TRUST OFFICE" means the principal corporate trust
office of the Trustee at which, at any particular time, its corporate trust
business shall be principally administered, which office at the date hereof is
located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn.:
Corporate Trust Administration.

               "CORPORATION" includes corporations and limited liability
companies, associations, partnerships, real estate investment trusts, companies
and business trusts.

               "CUSTODIAN" has the meaning specified in Section 501.

               "DEBT" of any Person means, without duplication, any indebtedness
of such Person, whether or not contingent, in respect of (i) borrowed money
evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness
secured by any mortgage, pledge, lien,

                                      -3-
<PAGE>   11

charge, encumbrance or any security interest existing on property owned by such
Person, (iii) the reimbursement obligations, contingent or otherwise, in
connection with any letters of credit actually issued or amounts representing
the balance deferred and unpaid of the purchase price of any property except any
such balance that constitutes an accrued expense or trade payable or (iv) any
lease of property by such Person as lessee which is reflected on such Person's
consolidated balance sheet as a capitalized lease in accordance with GAAP; in
the case of items of indebtedness under (i) through (iii) above only to the
extent that any such items (other than letters of credit) would appear as a
liability on such Person's consolidated balance sheet in accordance with GAAP,
and also includes, to the extent not otherwise included, any obligation by such
Person to be liable for, or to pay, as obligor, guarantor or otherwise (other
than for purposes of collection in the ordinary course of business),
indebtedness of another Person (other than such Person and its Subsidiaries) (it
being understood that "Debt" shall be deemed to be incurred by the Issuer and
its Subsidiaries on a consolidated basis whenever the Issuer and its
Subsidiaries on a consolidated basis shall create, assume, guarantee or
otherwise become liable in respect thereof; Debt of a Subsidiary of the Issuer
existing prior to the time it became a Subsidiary of the Issuer shall be deemed
to be incurred upon such Subsidiary's becoming a Subsidiary of the Issuer, and
Debt of a Person existing prior to a merger or consolidation of such Person with
the Issuer or any Subsidiary of the Issuer in which such Person is the successor
of the Issuer or such Subsidiary shall be deemed to be incurred upon the
consummation of such merger or consolidation); provided, however, that the term
Debt shall not include any such indebtedness that has been the subject of an "in
substance" defeasance in accordance with GAAP.

               "DEFAULTED INTEREST" has the meaning specified in Section 307.

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

               "DTC" has the meaning specified in Section 304(b).

               "ECU" means European Currency Units as defined and revised from
time to time by the Council of the European Community.

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

               "EUROPEAN COMMUNITY" means the European Economic Community.

               "EUROPEAN MONETARY SYSTEM" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Community.

               "EUROPEAN UNION" means the European Community, the European Coal
and Steel Community and the European Atomic Energy Community.

               "EVENT OF DEFAULT" has the meaning specified in Article Five.

               "EXCHANGE ACT" means the Securities Exchange Act of 1934 and any
successor statute thereto, in each case as amended from time to time, and the
rules and regulations of the Commission thereunder.

               "EXCHANGE DATE" has the meaning specified in Section 304(b).

                                      -4-
<PAGE>   12

               "FOREIGN CURRENCY" means any currency, currency unit or composite
currency, including, without limitation, the ECU, issued by the government of
one or more countries other than the United States or by any recognized
confederation or association of such governments.

               "GAAP" means generally accepted accounting principles, as in
effect from time to time, as used in the United States applied on a consistent
basis; provided that solely for purposes of any calculation required by the
financial covenants contained herein, "GAAP" shall mean generally accepted
accounting principles as used in the United States on the date hereof, applied
on a consistent basis.

               "GENERAL PARTNER" means Arden Realty, Inc., a Maryland
corporation, as general partner of the Issuer.

               "GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depositary receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depositary receipt.

               "HOLDER" means, in the case of any Registered Security, the
Person in whose name such Security is registered in the Security Register.

               "INDENTURE" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of a particular series of Securities established as
contemplated by Section 301.

               "INDEXED SECURITY" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

               "INTERCOMPANY DEBT" means Debt to which the only parties are the
Issuer, the General Partner and any of their Subsidiaries, but only so long as
such Debt is held solely by any of the Issuer, the General Partner and any
Subsidiary and provided that, in the case of Debt owed to Subsidiaries, such
Debt is subordinate in right of payment to the Securities.

               "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 1012,
includes such Additional Amounts.

                                      -5-
<PAGE>   13

               "INTEREST PAYMENT DATE," when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

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

               "ISSUER REQUEST" and "ISSUER ORDER" mean, respectively, a written
request or order signed in the name of the Issuer by the General Partner by its
Chairman of the Board of Directors, its President or a Vice President (whether
or not designated by a number or a word or words added before or after the title
"vice president"), and by its Chief Financial Officer, Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, of the General Partner, and
delivered to the Trustee.

               "JUDGMENT CURRENCY" has the meaning specified in Section 115.

               "LEGAL HOLIDAY" means a day that is not a Business Day.

               "MAKE-WHOLE AMOUNT" means, in connection with any optional
redemption or accelerated payment of any Securities, the excess, if any, of: (i)
the aggregate present value as of the date of such redemption or accelerated
payment of each dollar of principal being redeemed or paid and the amount of
interest (exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of each such dollar if such
redemption had not been made, determined by discounting, on a semi-annual basis,
such principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date notice of such redemption is given) from the
respective dates on which such principal and interest would have been payable if
such redemption or accelerated payment had not been made, to the date of
redemption or accelerated payment; over (ii) the aggregate principal amount of
the Securities being redeemed or paid.

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

               "OFFICERS' CERTIFICATE" means a certificate signed by the
Chairman of the Board of Directors, the President or a Vice President (whether
or not designated by a number or a word or words added before or after the title
"vice president") of the General Partner and by the Chief Financial Officer,
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the General Partner, and delivered to the Trustee.

               "OPINION OF COUNSEL" means a written opinion of counsel, who may
be counsel for the Issuer or the General Partner or who may be an employee of or
other counsel for the Issuer or the General Partner and who shall be reasonably
satisfactory to the Trustee.

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

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

                                      -6-
<PAGE>   14

               (i)    Securities theretofore canceled by the Trustee or the
                      Security Registrar or delivered to the Trustee or the
                      Security Registrar for cancellation,

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination or calculation, upon a declaration of acceleration of the maturity
thereof pursuant to Section 502, (ii) the principal amount of any Security
denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined pursuant to Section
301 as of the date such Security is originally issued by the Issuer, of the
principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal amount of
any Indexed Security that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the principal face amount of such Indexed Security at original issuance,
unless otherwise provided with respect to such Security pursuant to Section 301,
and (iv) Securities owned by the Issuer or any other obligor upon the Securities
or any Affiliate of the Issuer or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such determination or calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Issuer or any other obligor upon the
Securities or any Affiliate of the Issuer or of such other obligor.

                                      -7-
<PAGE>   15

               "PAYING AGENT" means any Person authorized by the Issuer to pay
the principal of (and premium and Additional Amounts, if any) or interest on any
Securities on behalf of the Issuer.

               "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, joint-stock company, trust, unincorporated
organization, real estate investment trust or government or any agency or
political subdivision thereof.

               "PLACE OF PAYMENT," when used with respect to any Security, means
the place or places where the principal of (and premium and Additional Amounts,
if any) and interest on such Securities are payable as specified as contemplated
by Sections 301 and 1002.

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

               "RECOURSE INDEBTEDNESS" means Debt, other than Secured Debt as to
which Secured Debt the liability of the obligor thereon is limited to its
interest in the collateral securing such Secured Debt, provided that no such
Secured Debt shall constitute Recourse Indebtedness by reason of provisions
therein for imposition of full recourse liability on the obligor for certain
wrongful acts, environmental liabilities, or other customary exclusions from the
scope of so-called "non-recourse" provisions.

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

               "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture or such Security.

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

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

               "REINVESTMENT RATE" means the yield on Treasury securities at a
constant maturity corresponding to the remaining life (as of the date of
redemption, and rounded to the nearest month) to stated maturity of the
principal being redeemed (the "Treasury Yield"), plus 0.25%. For purposes
hereof, the Treasury Yield shall be equal to the arithmetic mean of the yields
published in the Statistical Release under the heading "Week Ending" for "U.S.
Government Securities--Treasury Constant Maturities" with a maturity equal to
the remaining life; provided, that if no published maturity exactly corresponds
to the remaining life, then the Treasury Yield shall be interpolated or
extrapolated on a straight-line basis from the arithmetic means of the yields
for the next shortest and next longest published maturities. For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. If
the format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Issuer.

                                      -8-
<PAGE>   16

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

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

               "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means 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.

               "SECURED DEBT" means, without duplication, Debt that is secured
by a mortgage, trust deed, deed of trust, deed to secure Debt, security
agreement, pledge, conditional sale or other title retention agreement,
capitalized lease, or other like agreement granting or conveying security title
to or a security interest in real property or other tangible assets. Secured
Debt shall be deemed to be incurred (i) on the date the Issuer or any Subsidiary
creates, assumes, guarantees or otherwise becomes liable in respect thereof if
it is secured in the manner described in the preceding sentence on such date or
(ii) on the date the Issuer or any Subsidiary first secures such Debt in the
manner described in the preceding sentence if such Debt was not so secured on
the date it was incurred.

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

               "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

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

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

               "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date specified in such Security representing
such installment of interest as the fixed date on which the principal of such
Security or such installment of principal or interest, or such Additional
Amounts are due and payable.

               "STATISTICAL RELEASE" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination

                                      -9-
<PAGE>   17

under the Indenture, then such other reasonably comparable index which shall be
designated by the Issuer.

               "SUBSIDIARY" means, as to any Person, (i) a corporation,
partnership, limited liability company, trust, real estate investment trust or
other entity a majority of the outstanding voting stock, partnership interests
or membership interests, as the case may be, of which is owned or controlled,
directly or indirectly, by the Issuer or by one or more Subsidiaries of the
Issuer. For the purposes of this definition, "voting stock" means stock having
the voting power for the election of directors, general partners, managers or
trustees, as the case may be, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.

               "TOTAL ASSETS" as of any date means the sum of (i) the
Undepreciated Real Estate Assets and (ii) all other assets of the Issuer and its
Subsidiaries on a consolidated basis determined in accordance with GAAP (but
excluding intangibles and accounts receivable).

               "TOTAL UNENCUMBERED ASSETS" as of any date means the sum of (i)
the Undepreciated Real Estate Assets not securing any portion of Secured Debt
and (ii) all other assets of the Issuer and its Subsidiaries on a consolidated
basis not securing any portion of Secured Debt determined in accordance with
GAAP (but excluding intangibles and accounts receivable).

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

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

               "UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Issuer
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with GAAP.

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

               "UNITED STATES PERSON" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

               "UNSECURED DEBT" means Debt of the Issuer or any Subsidiary that
is not Secured Debt.

               "YIELD TO MATURITY" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such

                                      -10-
<PAGE>   18

Security) and as set forth in such Security in accordance with generally
accepted United States bond yield computation principles.

               SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Except as
otherwise expressly provided in this Indenture, upon any application or request
by the Issuer to the Trustee to take any action under any provision of this
Indenture, the Issuer shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

               Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 1011) shall include:

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

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

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

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

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

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

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

                                      -11-
<PAGE>   19

               SECTION 104. ACTS OF HOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing. If any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the TIA) conclusive in favor of
the Trustee and the Issuer and any agent of the Trustee or the Issuer, if made
in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1506.

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

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

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

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

                                      -12-
<PAGE>   20

               SECTION 105. NOTICES, ETC., TO TRUSTEE AND ISSUER. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with

        (A)    the Trustee by a Holder or by the Issuer shall be sufficient for
               every purpose hereunder if made, given, furnished or filed in
               writing to or with the Trustee at its Corporate Trust Office or
               if given by facsimile transmission (at the facsimile number
               provided by the Trustee in writing for purposes of giving
               notices), receipt confirmed by telephone followed by an original
               copy delivered by guaranteed overnight courier, or

        (B)    the Issuer by the Trustee or by any Holder shall be sufficient
               for every purpose hereunder (unless otherwise herein expressly
               provided) if in writing and mailed, first class postage prepaid,
               to the Issuer addressed to it at the address of its principal
               office specified in the first paragraph of this Indenture or at
               any other address previously furnished in writing to the Trustee
               by the Issuer or if given by facsimile transmission (facsimile
               number (310) 966-9494 Attention: Chief Financial Officer or such
               other facsimile number as the Issuer shall provide), receipt
               confirmed by telephone followed by an original copy delivered by
               guaranteed overnight courier.

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

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

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

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

               SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                                      -13-
<PAGE>   21

               SECTION 108. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Issuer shall bind its successors and assigns, whether
so expressed or not.

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

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

               SECTION 111. GOVERNING LAW. This Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York.

               SECTION 112. LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security, or the last date on which a Holder has the
right to exchange Securities of a series that are exchangeable, shall be a Legal
Holiday at any Place of Payment, then (notwithstanding any other provision of
this Indenture or any Security other than a provision in any Security that
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) need not be made at such Place of Payment on such date and such
Securities need not be exchanged on such date, but such payment may be made and
such Securities may be exchanged on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity or on such last day for exchange, provided
that no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity or last day for or exchange, as the
case may be.

               SECTION 113. QUALIFICATION UNDER TRUST INDENTURE ACT. In the
event this Indenture is or becomes qualified under the provisions of the TIA,
the provisions hereof shall be subject to the TIA, all provisions which the TIA
provides as automatically deemed to be included in an indenture to be qualified
thereunder shall be included herein, and, in the event of any conflict between
the provisions hereof and the provisions of the TIA, the mandatory provisions of
the TIA shall control.

               SECTION 114. COUNTERPARTS. This Indenture may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

               SECTION 115. JUDGMENT CURRENCY. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, or
Additional Amounts on the Securities of any series (the "Required Currency")
into a currency in which a judgment will be rendered (the "Judgment Currency"),
the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding that on which a final unappealable judgment is given and (b) the
Issuer's obligations under this Indenture to make

                                      -14-
<PAGE>   22

payments in the Required Currency (i) shall not be discharged or satisfied by
any tender, or any recovery pursuant to any judgment (whether or not entered in
accordance with clause (a)), in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable,
and (iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, "New York Banking Day"
means any day except a Legal Holiday in The City of New York.

               SECTION 116. NONRECOURSE. Unless otherwise provided in the Board
Resolution authorizing a particular series of Securities in accordance with
Section 301, no recourse under or upon any obligation, covenant or agreement
contained in this Indenture, in any Security, or because of any Debt evidenced
thereby (including, without limitation, any obligation or indebtedness relating
to the principal of, or premium or Make-Whole Amount, if any, interest or any
other amounts due, or claimed to be due, on any Security issued hereunder), or
for any claim based thereon or otherwise in respect thereof, shall be had (i)
against the General Partner or any other partner, or any Person which owns an
interest, directly or indirectly, in any partner, in the Issuer, or (ii) against
any promoter, as such, or against any past, present or future shareholder,
officer, member, trustee or partner, as such, of the Issuer or the General
Partner or of any successor, either directly or through the Issuer or the
General Partner or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities. Unless otherwise
provided in the Board Resolution authorizing a particular series of Securities
in accordance with Section 301, the Holders of the Securities hereunder
acknowledge by the acceptance of the Securities that their sole remedies under
this Indenture for any Default by the Issuer in the payment of the principal of,
or any premium or Make-Whole Amount, if any, interest or any amounts due, or
claimed to be due, on any Security, or otherwise, are limited to claims against
the property of the Issuer as provided in Section 503 hereof.

                                   ARTICLE TWO
                                SECURITIES FORMS

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

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

                                      -15-
<PAGE>   23

               SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                           (TRUSTEE)
                                           as Trustee




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

               SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of
or within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (9) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
or any number of such Securities shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or decreased to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made in such manner and by such Person or Persons as shall be
specified therein or in the Issuer Order to be delivered pursuant to Section 303
or 304. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security prepared by the Issuer
in permanent global form in the manner and upon instructions given by the Person
or Persons specified therein or in the applicable Issuer Order. If an Issuer
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Issuer with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.

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

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

               Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Issuer, the Trustee and any agent of
the Issuer and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security the Holder of such
global Security in registered form.

                                      -16-
<PAGE>   24

                                  ARTICLE THREE
                                 THE SECURITIES

               SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

               The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (16) below), if
so provided, may be determined from time to time by the Issuer with respect to
unissued Securities of the series when issued from time to time):

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

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

        (3)    the percentage of the principal amount at which the Securities of
               the series will be issued and, if other than the principal amount
               thereof, the portion of the principal amount thereof payable upon
               declaration of acceleration of maturity thereof;

        (4)    the date or dates, or the method for determining such date or
               dates, on which the principal of the Securities of the series
               shall be payable;

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

        (6)    the place or places, if any, other than or in addition to the
               Borough of Manhattan, New York City, where (i) the principal of
               (and premium or Make-Whole Amount, if any), interest, if any, on,
               and Additional Amounts, if any, payable in respect of, the
               Securities of the series shall be payable, (ii) any Registered
               Securities of the series may be surrendered for registration of
               transfer or exchange and (iii) notices or demands to or upon the
               Issuer in respect of the Securities of the series and this
               Indenture may be served;

        (7)    the period or periods within which, the price or prices at which,
               the currency or currencies, currency unit or units or composite
               currency or currencies in which, and other terms and conditions
               upon which the Securities of the series may be

                                      -17-
<PAGE>   25

               redeemed, as a whole or in part, at the option of the Issuer, if
               the Issuer is to have such an option;

        (8)    the obligation, if any, of the Issuer to redeem, repay or
               purchase the Securities of the series pursuant to any sinking
               fund or analogous provision or at the option of a Holder thereof,
               and the period or periods within which or the date or dates on
               which, the price or prices at which, the currency or currencies,
               currency unit or units or composite currency or currencies in
               which, and other terms and conditions upon which the Securities
               of the series shall be redeemed, repaid or purchased, as a whole
               or in part, pursuant to such obligation;

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

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

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

        (12)   if other than Dollars, the Foreign Currency or Currencies in
               which payment of the principal of (and premium or Make-Whole
               Amount, if any) or interest or Additional Amounts, if any, on the
               Securities of the series shall be payable or in which the
               Securities of the series shall be denominated;

        (13)   whether the amount of payments of principal of (and premium or
               Make-Whole Amount, if any) or interest, if any, on the Securities
               of the series may be determined with reference to an index,
               formula or other method (which index, formula or method may be
               based, without limitation, on one or more currencies, currency
               units, composite currencies, commodities, equity indices or other
               indices), and the manner in which such amounts shall be
               determined;

        (14)   whether the principal of (and premium or Make-Whole Amount, if
               any) or interest or Additional Amounts, if any, on the Securities
               of the series are to be payable, at the election of the Issuer or
               a Holder thereof, in a currency or currencies, currency unit or
               units or composite currency or currencies other than that in
               which such Securities are denominated or stated to be payable,
               the period or periods within which, and the terms and conditions
               upon which, such election may be made, and the time and manner
               of, and identity of the exchange rate agent with responsibility
               for, determining the exchange rate between the currency or
               currencies, currency unit or units or composite currency or
               currencies in which such Securities are denominated or stated to
               be payable and the currency or currencies, currency unit or units
               or composite currency or currencies in which such Securities are
               to be so payable;

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

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

                                      -18-
<PAGE>   26

        (17)   whether the Securities of the series will be in certificated or
               book-entry form and, if certificated, whether Securities of the
               series are to be issuable as Registered Securities, whether any
               Securities of the series are to be issuable initially in
               temporary global form and whether any Securities of the series
               are to be issuable in permanent global form with or without
               coupons and, if so, whether beneficial owners of interests in any
               such permanent global Security may exchange such interests for
               Securities of such series and of like tenor of any authorized
               form and denomination and the circumstances under which any such
               exchanges may occur, if other than in the manner provided in
               Section 305, and, if Registered Securities of the series are to
               be issuable as a global Security, the identity of the depositary
               for such series;

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

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

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

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

        (22)   whether and under what circumstances the Issuer will pay
               Additional Amounts on the Securities of the series to any Holder
               who is not a United States Person (including any modification to
               the definition of such term) in respect of any tax, assessment or
               governmental charge and, if so, whether the Issuer will have the
               option to redeem such Securities rather than pay such Additional
               Amounts (and the terms of any such option);

        (23)   with respect to any Securities that provide for optional
               redemption or prepayment upon the occurrence of certain events
               (such as a change of control of the Issuer), (i) the possible
               effects of such provisions on the market price of the Issuer's or
               the General Partner's securities or in deterring certain mergers,
               tender offers or other takeover attempts, and the intention of
               the Issuer to comply with the requirements of Rule 14e-1 under
               the Exchange Act and any other applicable securities laws in
               connection with such provisions; (ii) whether the occurrence of
               the specified events may give rise to cross-defaults on other
               indebtedness such that payment on such Securities may be
               effectively subordinated; and (iii) the existence of any
               limitations on the Issuer's financial or legal ability to
               repurchase such Securities upon the occurrence of such an event
               (including, if true, the lack of assurance that such a repurchase
               can be effected) and the impact, if any, under the Indenture of
               such a failure, including

                                      -19-
<PAGE>   27

               whether and under what circumstances such a failure may
               constitute an Event of Default;

        (24)   with respect to any Securities that may be issued in a private
               offering, the restrictions on transfer and legends relating to
               such Securities of the series and whether Securities of the
               series are entitled to registration or exchange rights; and

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

               All Securities of any one series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to the Board Resolution establishing
the series (subject to Section 303 and the second paragraph of this Section 301)
and set forth in an Officers' Certificate or in any indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

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

               SECTION 302. CURRENCY, DENOMINATIONS. Unless otherwise provided
as contemplated by Section 301, the principal of, any premium and interest on
and any Additional Amounts with respect to the Securities shall be payable in
Dollars. Unless otherwise provided as contemplated by Section 301, Registered
Securities denominated in Dollars (other than Registered Securities issued in
global form, which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

               SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Issuer by the General Partner by
its Chairman of the Board, its President or one of its Vice Presidents (whether
or not designated by a number or word or words added before or after the title
"vice president"), under its corporate seal reproduced thereon, and attested by
its Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Securities.

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

               At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver the Securities of any series,
executed by the Issuer to the Trustee for authentication, together with an
Issuer Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Issuer Order shall authenticate and deliver such
Securities.

                                      -20-
<PAGE>   28

               If all the Securities of any series are not to be issued at one
time and if the Board Resolution or supplemental indenture establishing such
series shall so permit, such Issuer Order may set forth procedures acceptable to
the Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon:

                             (a)    an Opinion of Counsel stating that:

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

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

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

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

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

               Each Registered Security shall be dated the date of its
authentication.

               No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication

                                      -21-
<PAGE>   29

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

               SECTION 304. TEMPORARY SECURITIES. (a) Pending the preparation of
definitive Securities of any series, the Issuer may execute, and upon Issuer
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities. Such temporary Securities may be in global form.

               Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with Section 304(b) or as otherwise provided in
or pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Issuer will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Issuer in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Issuer shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series of
authorized denominations. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

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

               Without unnecessary delay, but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Issuer shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Issuer. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Issuer's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security

                                      -22-
<PAGE>   30

to be exchanged. The definitive Securities to be delivered in exchange for any
such temporary global Security shall be in registered form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301.

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

               Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
Clearstream and

                                      -23-
<PAGE>   31

not paid as herein provided shall be returned to the Trustee prior to the
expiration of two years after such Interest Payment Date in order to be repaid
to the Issuer.

               (c) This Section 304(c) shall govern the exchange of temporary
Securities issued in global form through the facilities of DTC. If any such
temporary Security is issued in global form, then such temporary global security
shall, unless otherwise provided therein, be delivered to DTC for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

               Without unnecessary delay, but in any event not later than the
Exchange Date, the Issuer shall deliver to the Trustee definitive Securities, in
aggregate principal amount equal to the principal amount of such temporary
global Security, executed by the Issuer. On or after the Exchange Date, such
temporary global Security shall be surrendered by DTC to the Trustee, as the
Issuer's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in
registered form, permanent global registered form, or any combination thereof,
as specified as contemplated by Section 301, and, if any combination thereof is
so specified, as requested by the beneficial owner thereof.

               Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs DTC to
request such exchange on his behalf. Unless otherwise specified in such
temporary global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person.

               Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities for such series occurring
prior to the applicable Exchange Date shall be payable to DTC on such Interest
Payment Date, for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary global Security on such Interest Payment Date.

               SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency of the Issuer in a Place of Payment a register for
each series of Securities (the registers maintained in such office or in any
such office or agency of the Issuer in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby appointed "Security Registrar" for the purpose
of registering Registered Securities and transfers of Registered Securities on
such Security Register as herein provided. The Issuer shall have the right to
remove and replace from time to time the Security Registrar for any series of
Securities;

                                      -24-
<PAGE>   32

provided that no such removal or replacement shall be effective until a
successor Security Registrar with respect to such series of Securities shall
have been appointed by the Issuer and shall have accepted such appointment by
the Issuer. In the event that the Trustee shall cease to be Security Registrar,
it shall have the right to examine the Security Register at all reasonable
times.

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

               Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent global
Security is DTC, then unless the terms of such global Security expressly permit
such global Security to be exchanged in whole or in part for definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security elected or approved by the Issuer or to a nominee of such
successor to DTC. If at any time DTC notifies the Issuer that it is unwilling or
unable to continue as depositary for the applicable global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Exchange Act if so required by applicable law or regulation, the Issuer
shall appoint a successor depositary with respect to such global Security or
Securities. If (x) a successor depositary for such global Security or Securities
is not appointed by the Issuer within 90 days after the Issuer receives such
notice or becomes aware of such unwillingness, inability or ineligibility, (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depositary for such global Security or Securities or (z) the Issuer,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more global Securities shall no longer be represented by such global Security or
Securities, then the Issuer shall prepare and execute, and the Trustee shall
authenticate and deliver definitive Securities of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such global Security or Securities. The Issuer and the Trustee shall
be entitled to rely conclusively on information provided by DTC as to the names
of the beneficial holders and the amounts owned by such holders. If any
beneficial owner of an interest in a permanent global Security is otherwise
entitled to exchange such interest for Securities of such series and of like
tenor and principal amount of another authorized form and denomination, as
specified as contemplated by Section 301 and provided that any applicable notice
provided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest day on which such
interest may be so exchanged, the Issuer shall execute, and the Trustee shall
authenticate and deliver definitive Securities in aggregate principal amount
equal to the principal amount of such beneficial owner's interest in such
permanent global Security. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered for
exchange by DTC or such other depositary as shall be specified in the Issuer
Order with respect thereto to the Trustee, as the Issuer's agent for such
purpose, provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities
to be redeemed and ending on the relevant Redemption Date if the Security for
which exchange is requested may be among those selected for redemption. If a
Registered Security is issued in exchange for any portion of

                                      -25-
<PAGE>   33

a permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.

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

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

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

               Except as otherwise provided in or pursuant to this Indenture,
the Issuer or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Registered Security so selected for redemption in whole or in part, except,
in the case of any Registered Security to be redeemed in part, the portion
thereof not to be redeemed, or (iii) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

               SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee or the Issuer, together
with, in proper cases, such security or indemnity as may be required by the
Issuer or the Trustee to save each of them and any agent of either of them
harmless, the Issuer shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding.

               If there shall be delivered to the Issuer and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Issuer or the Trustee that such Security has been acquired by a
bona fide purchaser, the Issuer shall execute and upon its request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security

                                      -26-
<PAGE>   34

of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding.

               Notwithstanding the provisions of the previous two paragraphs, in
case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Issuer in its discretion may, by advising
the Trustee in writing, instead of issuing a new Security, pay such Security.

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

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

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

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

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

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

                             (A) The Issuer may elect to make payment of any
               Defaulted Interest to the Persons in whose names the Registered
               Securities of such series (or their respective Predecessor
               Securities) are registered at the close of business

                                      -27-
<PAGE>   35

               on a Special Record Date for the payment of such Defaulted
               Interest, which shall be fixed in the following manner. The
               Issuer shall notify the Trustee in writing of the amount of
               Defaulted Interest proposed to be paid on each Registered
               Security of such series and the date of the proposed payment
               (which shall not be less than 20 days after such notice is
               received by the Trustee), and the Issuer shall deposit with the
               Trustee an amount of money in the currency or currencies,
               currency unit or units or composite currency or currencies in
               which the Securities of such series are payable on the date of
               the proposed payment (except as otherwise specified pursuant to
               Section 301 for the Securities of such series) equal to the
               aggregate amount proposed to be paid in respect of such Defaulted
               Interest, 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. Thereupon the Issuer shall fix a Special
               Record Date for the payment of such Defaulted Interest which
               shall be not more than 15 days and not less than 10 days prior to
               the date of the proposed payment and not less than 10 days after
               the receipt by the Trustee of the notice of the proposed payment.
               The Issuer shall promptly notify the Trustee of such Special
               Record Date and, in the name and at the expense of the Issuer,
               shall cause notice of the proposed payment of such Defaulted
               Interest and the Special Record Date therefor to be mailed, first
               class postage prepaid, to each Holder of Registered Securities of
               such series at his address as it appears in the Security Register
               not less than 10 days prior to such Special Record Date. Notice
               of the proposed payment of such Defaulted Interest and the
               Special Record Date therefore having been mailed as aforesaid,
               such Defaulted Interest shall be paid to the Persons in whose
               names the Registered Securities of such series (or their
               respective Predecessor Securities) are registered at the close of
               business on such Special Record Date and shall no longer be
               payable pursuant to the following clause (B).

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

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

               SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Issuer, the Trustee and
any agent of the Issuer or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium or Make-Whole Amount, if any),
and (subject to Sections 305 and 307) interest on and any Additional Amounts
with respect to such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Issuer, the
Trustee nor any agent of the Issuer or the Trustee shall be affected by notice
to the contrary.

               No Holder of any beneficial interest in any global Security held
on its behalf by a depositary shall have any rights under this Indenture with
respect to such global Security, and such depositary may be treated by the
Issuer, the Trustee, and any agent of the Issuer or the

                                      -28-
<PAGE>   36

Trustee as the owner of such global Security for all purposes whatsoever. None
of the Issuer, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

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

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

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

               SECTION 311. CUSIP NUMBERS. The Issuer 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 Issuer will promptly notify the Trustee of any change in the "CUSIP"
numbers.
                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

        SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall upon Issuer Request cease to be of further effect with respect to any
series of Securities specified in such Issuer Request (except as to any
surviving rights of registration of transfer or

                                      -29-
<PAGE>   37

exchange of Securities of such series herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 1012), and the
Trustee, upon receipt of an Issuer Order, and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series when

        (a)    either

               (1)    all Securities of such series theretofore authenticated
                      and delivered whose surrender is not required or has been
                      waived as provided in Section 305, (ii) Securities of such
                      series which have been destroyed, lost or stolen and which
                      have been replaced or paid as provided in Section 306, and
                      (iii) Securities of such series for whose payment money
                      has theretofore been deposited in trust or segregated and
                      held in trust by the Issuer and thereafter repaid to the
                      Issuer or discharged from such Trust (as provided in
                      Section 1003), have been delivered to the Trustee for
                      cancellation; or

               (2)    all Securities of such series

                      (A)    have become due and payable, or

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

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

                      and the Issuer, in the case of (A), (B) or (C) above, has
                      irrevocably deposited or caused to be deposited with the
                      Trustee as trust funds in trust for such purpose an amount
                      in the currency or currencies, currency unit or units or
                      composite currency or currencies in which the Securities
                      of such series are payable, sufficient to pay and
                      discharge the entire indebtedness on such Securities for
                      cancellation, for principal (and premium or Make-Whole
                      Amount, if any) and interest, and any Additional Amounts
                      with respect thereto, to the date of such deposit (in the
                      case of Securities which have become due and payable) or
                      to the Stated Maturity or Redemption Date, as the case may
                      be,

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

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

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

                                      -30-
<PAGE>   38

               SECTION 402. APPLICATION OF TRUST FUNDS. Subject to the
provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401 or Article 14
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium or Make-Whole Amount, if any), and any interest and Additional Amounts
for whose payment such money has or Government Obligations have been deposited
with or received by the Trustee, but such money and Government Obligations need
not be segregated from other funds except to the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

               SECTION 501. EVENTS OF DEFAULT. "Event of Default," wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) unless such event is
specifically deleted or modified in or pursuant to the supplemental indenture,
Board Resolution or Officers' Certificate establishing the terms of such series
pursuant to this Indenture:

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

        (b)    default in the payment of the principal of (or premium or
               Make-Whole Amount, if any, on) any Security of that series when
               it becomes due and payable at its Maturity; or

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

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

        (e)    a default under any evidence of Recourse Indebtedness of the
               Issuer, or under any mortgage, indenture or other instrument of
               the Issuer (including a default with respect to Securities of any
               series other than that series) under which there may be issued or
               by which there may be secured any Recourse Indebtedness of the
               Issuer (or by any Subsidiary, the repayment of which the Issuer
               has guaranteed or for which the Issuer is directly responsible or
               liable as obligor or guarantor), whether such Recourse Debt now
               exists or shall hereafter be created, which default shall
               constitute a failure to pay an aggregate principal

                                      -31-
<PAGE>   39

               amount exceeding $15,000,000 of such indebtedness when due and
               payable after the expiration of any applicable grace period with
               respect thereto and shall have resulted in such indebtedness in
               an aggregate principal amount exceeding $15,000,000 becoming or
               being declared due and payable prior to the date on which it
               would otherwise have become due and payable, without such
               indebtedness having been discharged, or such acceleration having
               been rescinded or annulled, within a period of 10 days after
               there shall have been given, by registered or certified mail, to
               the Issuer by the Trustee or to the Issuer and the Trustee by the
               Holders of at least 10% in principal amount of the Outstanding
               Securities of that series of a written notice specifying such
               default and requiring the Issuer to cause such indebtedness to be
               discharged or cause such acceleration to be rescinded or annulled
               and stating that such notice is a "Notice of Default" hereunder;
               or

        (f)    the Issuer or any Significant Subsidiary pursuant to or within
               the meaning of any Bankruptcy Law:

               (1)    commences a voluntary case;

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

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

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

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

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

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

               (3)    orders the liquidation of the Issuer or any Significant
                      Subsidiary,

        and the order or decree remains unstayed and in effect for 90 days; or

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

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

               SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal and premium or Make-Whole
Amount, if any, and accrued interest (or, if any Securities are Original Issue
Discount Securities or Indexed Securities, such portion of the principal as may
be specified in the terms thereof) of all the Securities of that series to be
due

                                      -32-
<PAGE>   40

and payable immediately, by a notice in writing to the Issuer (and to the
Trustee if given by the Holders), and upon any such declaration such principal
and premium or Make-Whole Amount, if any, and accrued interest or such lesser
amount shall become immediately due and payable.

               At any time after such a declaration of acceleration with respect
to Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Issuer and
the Trustee, may rescind and annul such declaration and its consequences if:

        (a)    the Issuer has paid or deposited with the Trustee a sum
               sufficient to pay in the currency or currency unit or composite
               currency in which the Securities of such series are payable
               (except as otherwise specified pursuant to Section 301 for the
               Securities of such series):

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

               (2)    the principal of (and premium or Make-Whole Amount, if
                      any, on) any Outstanding Securities of that series which
                      have become due otherwise than by such declaration of
                      acceleration and interest thereon and any Additional
                      Amounts with respect thereto at the rate or rates borne by
                      or provided for in such Securities,

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

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

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

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

        SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Issuer covenants that if:

        (a)    default is made in the payment of any installment of interest or
               Additional Amounts, if any, on any Security of any series when
               such interest or Additional Amount 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 or
               Make-Whole Amount, if any, on) any Security of any series at its
               Maturity,

                                      -33-
<PAGE>   41

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

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

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

               SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Issuer or any other obligor upon the Securities or
the property of the Issuer or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Issuer for the payment of overdue principal, premium or Make-Whole Amount,
if any, or interest or Additional Amounts) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

               (a)    to file and prove a claim for the whole amount, or such
                      lesser amount as may be provided for in the Securities of
                      such series, of principal (and premium or Make-Whole
                      Amount, if any) and interest and Additional Amounts, if
                      any, owing and unpaid in respect of the Securities and to
                      file such other claims of the Trustee (including any claim
                      for the reasonable compensation, expenses and
                      disbursements of the Trustee, its agents and counsel) and
                      of the Holders allowed in such judicial proceeding, and

               (b)    to collect and receive any monies of other property
                      payable or deliverable on any such claims and to
                      distribute the same;

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

                                      -34-
<PAGE>   42

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

               SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES . All rights of action and claims under this Indenture or any of the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses and
disbursements of the Trustee, its agents and counsel, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

               SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected
by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium or Make-Whole Amount, if any) or
interest and any Additional Amounts, upon presentation of the Securities, as the
case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

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

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

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

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

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

                                      -35-
<PAGE>   43

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

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

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

               SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY, INTEREST AND ADDITIONAL AMOUNTS.
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium or Make-Whole Amount, if any) and
(subject to Sections 305 and 307) interest on, and any Additional Amounts in
respect of, such Security on the respective Stated Maturity or Maturities
specified in such Security (or, in the case of redemption, on the Redemption
Date or, in the case of repayment, on the Repayment Date) and to institute suit
for the enforcement of any such payment and such rights shall not be impaired
without the consent of such Holder.

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

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

               SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission
of the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to any
Holder may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by such Holder of Securities, as the case may be.

               SECTION 512. CONTROL BY HOLDERS OF SECURITIES. The Holders of not
less than a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy

                                      -36-
<PAGE>   44

available to the Trustee or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series, provided that

        (a)    such direction shall not be in conflict with any rule of law or
               with this Indenture or with the Securities of any series,

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

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

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

        (a)    in the payment of the principal of (or premium or Make-Whole
               Amount, if any) or interest on or Additional Amounts payable in
               respect of any Security of such series, or

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

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

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

               SECTION 515. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing
by any party litigant in such suit of any undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 25% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium or Make-Whole
Amount, if any) or interest or Additional Amounts, if any on any Security on or
after the respective Stated

                                      -37-
<PAGE>   45

Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date or, in the case of repayment, on or after the
Repayment Date).

                                   ARTICLE SIX
                                   THE TRUSTEE

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

               SECTION 602. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions
of TIA Section 315(a) through 315(d):

        (a)    the Trustee may conclusively rely and shall be fully protected in
               acting or refraining from acting upon any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, bond, debenture, note or
               other paper or document (whether in its original or facsimile
               form) 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 Issuer mentioned herein shall be
               sufficiently evidenced by an Issuer Request or Issuer Order
               (other than delivery of any Security to the Trustee for
               authentication and delivery pursuant to Section 303 which shall
               be sufficiently evidenced as provided therein) and any resolution
               of the Board of Directors 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 be herein specifically prescribed)
               may, in the absence of bad faith on its part, request and
               conclusively rely upon an Officers' Certificate and an Opinion of
               Counsel;

        (d)    the Trustee may consult with counsel and the written 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;

        (e)    the Trustee shall be under no obligation to exercise any of the
               rights or powers vested in it by this Indenture at the request or
               direction of any of the Holders of Securities of any series
               pursuant to this Indenture, unless such Holders shall

                                      -38-
<PAGE>   46

               have offered to the Trustee security or indemnity reasonably
               satisfactory to the Trustee 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, note or other paper
               or document, but the Trustee, in its discretion, may make such
               further inquiry or investigation into such facts or matters as it
               may see fit, and, if the Trustee shall determine to make such
               further inquiry or investigation, it shall be entitled to examine
               the books, records and premises of the Issuer, personally or by
               agent or attorney following reasonable notice to the Issuer at
               the sole expense of the Issuer and shall incur no liability or
               additional liability of any kind by reason of such inquiry or
               investigation;

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

        (h)    subject to Sections 315(a) through 315(d) of the TIA, the Trustee
               shall not be charged with knowledge of any Event of Default
               described in Section 501(d), (e), (f), (g) or (h) hereof unless a
               Responsible Officer of the Trustee shall have received written
               notice of such Event of Default.

               The Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers.

               Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

               SECTION 603. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Issuer, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Issuer are true and correct, subject to the
qualifications set forth therein. Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Issuer of
Securities or the proceeds thereof.

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

               SECTION 605. MONEY HELD IN TRUST. Except as provided in Section
402 and Section 1003, money held by the Trustee in trust hereunder need not be
segregated from

                                      -39-
<PAGE>   47

other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Issuer.

               SECTION 606.  COMPENSATION AND REIMBURSEMENT.  The Issuer agrees:

        (a)    to pay to the Trustee from time to time such compensation as
               shall be agreed upon from time to time in writing for all
               services rendered by the Trustee 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)    except as otherwise expressly provided herein, to reimburse each
               of the Trustee and any predecessor Trustee upon its request for
               all reasonable expenses and disbursements incurred or made by the
               Trustee in accordance with any provision of this Indenture
               (including the reasonable compensation and the reasonable
               expenses and disbursements of its agents and counsel), except any
               such expense or disbursement as may be attributable to its
               negligence or willful misconduct; and

        (c)    to fully indemnify each of the Trustee and any predecessor
               Trustee for, and to hold it harmless against, any and all losses,
               liabilities, claims, damages or expenses (including reasonable
               legal fees and expenses) incurred without negligence or willful
               misconduct on its own part, arising out of or in connection with
               the acceptance or administration of the trust or trusts
               hereunder, including the costs and expenses of defending itself
               against any claim or liability (whether asserted by the Issuer,
               the Holders or any other Person) in connection with the exercise
               or performance of any of its powers or duties hereunder.

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

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

               The provisions of this Section shall survive the termination of
this Indenture or the resignation or removal of the Trustee.

               SECTION 607. CORPORATE TRUSTEE REQUIRED ELIGIBILITY; CONFLICTING
INTERESTS. There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have or be
wholly owned by an entity having a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, state, territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

                                      -40-
<PAGE>   48

               SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

               (d) If at any time:

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

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

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

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

               (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause
with respect to the Securities of one or more series, the Issuer, by or pursuant
to a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series) and shall
comply with the applicable

                                      -41-
<PAGE>   49

requirements of Section 609. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Issuer 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 609, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Issuer. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Issuer or
the Holders of Securities and accepted appointment in the manner provided in
Section 609, any Holder of a Security who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to Securities of such
series.

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

               SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

               (a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee shall execute,
acknowledge and deliver to the Issuer 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 request of the Issuer
or the successor Trustee, such retiring Trustee shall, upon, payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

               (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Issuer,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental
hereto, pursuant to Article Nine hereof, wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustee's 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

                                      -42-
<PAGE>   50

such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Issuer or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

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

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

               SECTION 610. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such Corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities. In
case any Securities shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such
Securities, in either its own name or that of its predecessor Trustee, with the
full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.

               SECTION 611. APPOINTMENT OF AUTHENTICATING AGENT. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series or pursuant to Section 306 issued upon original issue,
exchange, registration of transfer or partial redemption or repayment thereof,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, a copy of
which instrument shall be promptly furnished to the Issuer. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certification of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent.

               Each Authenticating Agent shall be acceptable to the Issuer and
shall at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America or
of any State or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having or be wholly owned by an entity having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or the
requirements of

                                      -43-
<PAGE>   51

the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

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

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

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

                                      -44-
<PAGE>   52

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

                                    (TRUSTEE)
                                   as Trustee



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



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

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

               SECTION 612. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE
ISSUER. Any application by the Trustee for written instructions from the Issuer
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Issuer actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE SEVEN
                 HOLDERS' LIST AND REPORTS BY TRUSTEE AND ISSUER

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

                                      -45-
<PAGE>   53

               SECTION 702. REPORTS BY TRUSTEE. Upon qualification of this
Indenture under the TIA:

               (a) Within 60 days after December 31 of each year commencing with
the first December 31 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the TIA, the Trustee shall
transmit, pursuant to Section 313(c) of the TIA, a brief report dated as of such
December 31 with respect to any of the events specified in said Section 313(a)
which may have occurred since the later of the immediately preceding December 31
and the date of this Indenture.

               (b) The Trustee shall transmit the reports required by Section
313(a) of the TIA at the times specified therein.

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

               SECTION 703. REPORTS BY ISSUER. Upon qualification of this
Indenture under the TIA, the Issuer will, pursuant to TIA Section 314(a):

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

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

        (c) transmit by mail to the Holders of Securities, within 30 days after
        the filing thereof with the Trustee, in the manner and to the extent
        provided in TIA Section 313(c), such summaries of any information,
        documents and reports required to be filed by the Issuer pursuant to
        Section 1010 and paragraphs (a) and (b) of this Section as may be
        required by rules and regulations prescribed from time to time by the
        Commission; and

        (d) 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 Issuer's compliance with any of its covenants hereunder (as to which
        the Trustee is entitled to rely exclusively on Officers' Certificates).

               SECTION 704. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Issuer will furnish or cause to be furnished to the Trustee:

                                      -46-
<PAGE>   54

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

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

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

                                  ARTICLE EIGHT
                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

               SECTION 801. CONSOLIDATIONS AND MERGERS OF ISSUER AND SALES,
LEASES AND CONVEYANCE PERMITTED SUBJECT TO CERTAIN CONDITIONS. The Issuer may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into, any other Corporation, provided that (a) the
Issuer shall be the continuing Corporation, or the successor Corporation or its
transferees or assignees of such assets (if other than the Issuer) formed by or
resulting from any such consolidation or merger or which shall have received the
transfer of such assets by lease (subject to the continuing obligations of
Issuer set forth in Section 802) or otherwise, either directly or indirectly,
shall expressly assume the due and punctual payment of the principal of (and
premium or Make-Whole Amount, if any) and interest on all the Securities, and
the due and punctual performance and observance of all of the covenants and
conditions in this Indenture; (b) the successor Corporation formed by or
resulting from any such consolidation or merger or which shall have received the
transfer of assets pursuant to this Section 801 shall be a United States
Corporation; and (c) immediately after giving effect to such transaction and
treating any Debt which becomes an obligation of the Issuer or any Subsidiary as
a result thereof as having been incurred by the Issuer or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become such an Event of Default, shall have
occurred and be continuing.

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

                                      -47-
<PAGE>   55

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

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

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

               SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities, the Issuer, when authorized by
or pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

               (a) to evidence the succession of another Person to the Issuer or
        the addition of another Person and the assumption by any such successor
        or additional Person of the covenants of the Issuer herein and in the
        Securities; or

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

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

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

               (e)    to secure the Securities; or

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

                                      -48-
<PAGE>   56

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

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

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

               (j) to add to or change any provisions of this Indenture to
        comply with any requirements of the Commission in connection with (i)
        qualification of the Indenture under the TIA and (ii) any registration
        of the Securities pursuant to the requirements of the Securities Act of
        1933, as amended.

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

               (a) change the Stated Maturity of the principal of (or premium or
        Make-Whole Amount, if any, on) or any installment of principal of or
        interest on or any Additional Amounts with respect to, any Security, or
        reduce the principal amount thereof or the rate or amount of interest
        thereon or any Additional Amounts payable in respect thereof, or any
        premium payable upon the redemption thereof, or change any obligation of
        the Issuer to pay Additional Amounts pursuant to Section 1012 (except as
        contemplated by Section 801(a) and permitted by Section 901(a)), or
        reduce the amount of the principal of an Original Issue Discount
        Security that would be due and payable upon a declaration of
        acceleration of the Maturity thereof pursuant to Section 502 or the
        amount thereof provable in bankruptcy pursuant to Section 504, or
        adversely affect any right of repayment at the option of the Holder of
        any Security, or change any Place of Payment where, or the currency or
        currencies, currency unit or units or composite currency or currencies
        in which the principal of, any premium or interest on, or any Additional
        Amounts with respect to any Security is payable, or impair the right to
        institute suit for the enforcement of any such payment on or after the
        Stated Maturity thereof (or, in the case of redemption or repayment at
        the option of the Holder, on or after the Redemption Date or the
        Repayment Date, as the case may be), or

               (b) reduce the percentage in principal amount of the Outstanding
        Securities of any series, the consent of whose Holders is required for
        any such supplemental

                                      -49-
<PAGE>   57

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

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

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

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

               SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. As a condition
to executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to TIA Section 315) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

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

               SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article following the
qualification of the Indenture under the provisions of the TIA, shall conform to
the requirements of the TIA as then in effect.

               SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article shall bear a notation as to any
matter provided for in such supplemental indenture. If the Issuer shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

               SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES. Promptly after
the execution by the Issuer and the Trustee of any supplemental indenture
pursuant to the provisions of Section 902, the Issuer shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for
in Section 106, setting forth in general terms the substance of such
supplemental indenture.

                                      -50-
<PAGE>   58

                                   ARTICLE TEN
                                    COVENANTS

               SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT,
IF ANY, INTEREST AND ADDITIONAL AMOUNTS. The Issuer covenants and agrees for the
benefit of the Holders of each series of Securities that it will duly and
punctually pay the principal of (and premium or Make-Whole Amount, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities and this
Indenture. Unless otherwise specified with respect to Securities of any series
pursuant to Section 301, all payments of principal may be paid by wire transfer
to the registered Holder of the Registered Security or other person entitled
thereto against surrender of such Security. If so requested by the Holder, the
Trustee may make payments of principal by check.

               SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Issuer shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities of that series and this Indenture may be served, provided, however,
that if the Securities of that series are listed on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Issuer will maintain a Paying Agent for the
Securities of that series in Luxembourg or any other required city located
outside the United States, as the case may be, so long as the Securities of that
series are listed on such exchange and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Issuer in respect of the Securities of that series and this Indenture may be
served. The Issuer will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Issuer hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Issuer hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

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

               Unless otherwise specified with respect to any Securities
pursuant to Section 301, if and so long as the Securities of any series (i) are
denominated in a Foreign

                                      -51-
<PAGE>   59

Currency or (ii) may be payable in a Foreign Currency, or so long as it is
required under any other provision of the Indenture, then the Issuer will
maintain with respect to each such series of Securities, or as so required, at
least one exchange rate agent and will notify the Trustee in writing of any such
appointment or any subsequent appointment.

               SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.
If the Issuer shall at any time act as its own Paying Agent with respect to any
series of any Securities, it will, on or before each due date of the principal
of (and premium or Make-Whole Amount, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the
principal (and premium or Make-Whole Amount, if any) or interest or Additional
Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

               Whenever the Issuer shall have one or more Paying Agents for any
series of Securities, it will, before each due date of the principal of (and
premium or Make-Whole Amount, if any), or interest on or Additional Amounts in
respect of, any Securities of that series, deposit with a Paying Agent by 10:00
a.m. a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal (and premium or Make-Whole Amount, if any) or interest or
Additional Amounts, so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest or
Additional Amounts and (unless such Paying Agent is the Trustee) the Issuer will
promptly notify the Trustee of its action or failure so to act.

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

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

        (2)    give the Trustee notice of any default by the Issuer (or any
               other obligor upon the Securities) in the making of any such
               payment of principal (and premium or Make-Whole Amount, if any)
               or interest or Additional Amounts; and

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

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

                                      -52-
<PAGE>   60

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

               SECTION 1004.  LIMITATIONS ON INCURRENCE OF DEBT.

               (a) The Issuer will not, and will not permit any Subsidiary to,
        incur any Debt other than Intercompany Debt, if, immediately after
        giving effect to the incurrence of such additional Debt and the
        application of the net proceeds thereof, the aggregate principal amount
        of all outstanding Debt of the Issuer and its Subsidiaries on a
        consolidated basis determined in accordance with GAAP is greater than
        60% of the sum of (i) Total Assets as of the end of the fiscal quarter
        covered in the Issuer's most recent quarterly or annual financial
        statements, as the case may be, most recently required to be delivered
        to the Holders pursuant to Section 1010, prior to the incurrence of such
        additional Debt and (ii) the increase or decrease in Total Assets from
        the end of such quarter including, without limitation, any increase in
        Total Assets resulting from the incurrence of such additional Debt (such
        increase or decrease together with the Total Assets is referred to as
        the "Adjusted Total Assets"); and

               (b) The Issuer will not, and will not permit any Subsidiary to,
        incur any Secured Debt of the Issuer or any Subsidiary if, immediately
        after giving effect to the incurrence of such additional Secured Debt
        and the application of the net proceeds thereof, the aggregate principal
        amount of all outstanding Secured Debt of the Issuer and its
        Subsidiaries determined on a consolidated basis in accordance with GAAP
        is greater than 40% of the Adjusted Total Assets; and

               (c) The Issuer will not, and will not permit any Subsidiary to,
        incur any Debt other than Intercompany Debt, if the ratio of the
        Consolidated Income Available for Debt Service to the Annual Debt
        Service Charge for the period consisting of the four consecutive fiscal
        quarters most recently ended prior to the date on which such additional
        Debt is to be incurred shall have been less than 1.5 to 1 on a pro forma
        basis after giving effect to the incurrence of such Debt and to the
        application of the net proceeds therefrom, and calculated on the
        assumption that (i) such Debt and any other Debt incurred by the Issuer
        or its Subsidiaries since the first day of such four-quarter period,
        which was outstanding at the end of such period, had been incurred at
        the beginning of such period and continued to be outstanding throughout
        such period, and the application of the proceeds of such Debt, including
        to refinance other Debt, had occurred at the beginning of such period,
        (ii) the repayment or retirement of any other Debt by the Issuer or its
        Subsidiaries since the first day of such four-quarter period had been
        repaid or retired at the beginning of such period (except that, in
        determining the

                                      -53-
<PAGE>   61

        amount of Debt so repaid or retired, the amount of Debt under any
        revolving credit facility shall be computed based upon the average daily
        balance of such Debt during such period), (iii) in the case of Acquired
        Indebtedness or Debt incurred in connection with any acquisition since
        the first day of the four-quarter period, the related acquisition had
        occurred as of the first day of the period with the appropriate
        adjustments with respect to the acquisition being included in the pro
        forma calculation, and (iv) in the case of any increase or decrease in
        Total Assets, or any other acquisition or disposition by the Issuer or
        any Subsidiary of any asset or group of assets, since the first day of
        such four-quarter period, including, without limitation, by merger,
        stock purchase or sale, or asset purchase or sale, such increase,
        decrease, or other acquisition or disposition or any related repayment
        of Debt had occurred as of the first day of such period with the
        appropriate adjustments to revenues, expenses and Debt levels with
        respect to such increase, decrease or other acquisition or disposition
        being included in such pro forma calculation; and

               (d) The Issuer will at all times maintain Total Unencumbered
        Assets of not less than 150% of the aggregate outstanding principal
        amount of all outstanding Unsecured Debt of the Issuer and its
        Subsidiaries determined on a consolidated basis in accordance with GAAP.

               SECTION 1005.  [INTENTIONALLY OMITTED].

               SECTION 1006. EXISTENCE. Subject to Article Eight, the Issuer
will do or cause to be done all things necessary to preserve and keep in full
force and effect its existence, rights and franchises; provided, however, that
the Issuer shall not be required to preserve any right or franchise if the Board
of Directors of the General Partner shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

               SECTION 1007. MAINTENANCE OF PROPERTIES. The Issuer will cause
all of its material properties used or useful in the conduct of its business or
the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the reasonable judgment of the Issuer may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that the
Issuer and its Subsidiaries shall not be prevented from selling or otherwise
disposing of for value any of such properties in the ordinary course of
business.

               SECTION 1008. INSURANCE. The Issuer will, and will cause each of
its Subsidiaries to, keep in force upon all of its properties and operations
insurance policies carried with responsible companies in customary amounts and
covering customary risks in accordance with prevailing market conditions and
availability.

               SECTION 1009. PAYMENT OF TAXES AND OTHER CLAIMS. The Issuer will
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all taxes, assessments and governmental charges levied or
imposed upon it or any Subsidiary or upon the income, profits or property of the
Issuer or any Subsidiary, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Issuer or any Subsidiary; provided, however, that the Issuer shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings or for which the Issuer has
set apart and maintains an adequate reserve in accordance with GAAP.

                                      -54-
<PAGE>   62

               SECTION 1010. PROVISION OF FINANCIAL INFORMATION. Whether or not
the Issuer is subject to Section 13 or 15(d) of the Exchange Act, and for so
long as any Securities are outstanding, the Issuer will, to the extent permitted
under the Exchange Act, file with the Commission the annual reports, quarterly
reports and other documents which the Issuer would have been required to file
with the Commission pursuant to such Section 13 or 15(d) (the "Financial
Statements") if the Issuer were so subject, such documents to be filed with the
Commission on or prior to the respective dates (the "Required Filing Dates") by
which the Issuer would have been required so to file such documents if the
Issuer were so subject.

               The Issuer will also in any event (x) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders, copies
of the annual reports and quarterly reports which the Issuer would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Issuer were subject to such Sections, and (ii) file with the
Trustee copies of the annual reports, quarterly reports and other documents
which the Issuer would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act if the Issuer were subject to such
Sections, and (y) if filing such documents by the Issuer with the Commission is
not made under the Exchange Act, promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder.

               Once the Issuer becomes subject to the Exchange Act, the
quarterly and annual consolidated financial statements referred to above will be
deemed to refer to the Issuer's quarterly reports on Form 10-Q, annual reports
on Form 10-K or current reports on Form 8-K, respectively.

               SECTION 1011. STATEMENT AS TO COMPLIANCE. The Issuer shall
deliver to the Trustee, within 120 days after the end of each fiscal year (which
is currently December 31), a written statement (which need not be contained in
or accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the principal accounting officer of
the General Partner acting in its capacity as the sole general partner of the
Issuer, stating that:

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

               (b) to the best of his or her knowledge, based on such review,
(i) the Issuer has complied with all the conditions and covenants imposed on it
under this Indenture throughout such year, or, if there has been a default in
the fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (ii) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

               SECTION 1012. ADDITIONAL AMOUNTS. If any Securities of a series
provide for the payment of Additional Amounts, the Issuer will pay to the Holder
of any Security of such series Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(a), the payment of the principal
of or any premium or interest on, or in respect of, any Security of any series
or the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Amounts (if applicable) in any

                                      -55-
<PAGE>   63

provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

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

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

               SECTION 1014. DELIVERY OF CERTAIN INFORMATION. At any time when
the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder of a Security, the Issuer will promptly furnish or cause to
be furnished Rule 144A Information (as defined below) to such Holder, or to a
prospective purchaser of any such Security designated by any such Holder, as the
case may be, to the extent required to permit compliance by such Holder with
Rule 144A under the Securities Act (or any successor provision thereto) in
connection with the resale of any such Security; provided, however, that the
Issuer shall not be required to furnish such information in connection with any
request made on or after the date which is two years from the later of (i) the
date such a Security (or any such predecessor security) was last acquired from
the Issuer or (ii) the date such a Security (or any such predecessor security)
was last acquired from an "affiliate" of the Issuer within the meaning of Rule
144 under the Securities Act (or any successor provision thereto). "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).

                                      -56-
<PAGE>   64

               SECTION 1015. OFFICERS' CERTIFICATE AS TO AN EVENT OF DEFAULT.
The Issuer shall deliver to the Trustee, as soon as possible and in any event
within five days after the Issuer 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 Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Issuer
proposes to take with respect thereto.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

               SECTION 1101. APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

               SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Issuer to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Issuer of
less than all of the Securities of any series, the Issuer shall, at least 45
days prior to the giving of notice of redemption in Section 1104 (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, the Record Date for such redemption and of the principal amount
of Securities of such series to be redeemed (including the "CUSIP" numbers
relating thereto). In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

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

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

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

               SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be
given in the manner provided in Section 106, not less than 30 days nor more than
60 days prior to the Redemption Date as is consented to by the Trustee (such
consent not to be unreasonably withheld), unless a shorter period is specified
by the terms of such series established pursuant to Section 301, to each Holder
of Securities to be redeemed. Failure to give such notice in the manner herein
provided to the Holder of any Security designated for

                                      -57-
<PAGE>   65

redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other such Security or portion thereof. Any notice that is mailed to the
Holders of Registered Securities in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder;
receives the notice.

               All notices of redemption shall state:

               (a)    the Redemption Date;

               (b)    the Redemption Price, accrued interest to the Redemption
                      Date payable as provided in Section 1106, if any, and
                      Additional Amounts, if any,

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

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

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

               (f)    the Place or Places of Payment where such Securities
                      maturing after the Redemption Date, are to be surrendered
                      for payment of the Redemption Price and accrued interest,
                      if any,

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

               (h)    the CUSIP number or the Euroclear or Clearstream reference
                      numbers of such Security, if any (provided that the notice
                      may contain a disclaimer as to the accuracy of such
                      numbers), and

               (i)    if applicable, that a Holder of Securities who desires to
                      convert Securities for redemption must satisfy the
                      requirements for conversion contained in such Securities,
                      the then existing conversion price or rate, and the date
                      and time when the option to convert shall expire.

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

               SECTION 1105. DEPOSIT OF REDEMPTION PRICE. At least one Business
Day prior to any Redemption Date, the Issuer shall deposit with the Trustee or
with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, which
it may not do in the case of a sinking fund payment under Article Twelve,
segregate and hold in trust as provided in Section 1003) an amount of money in
the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay

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<PAGE>   66

on the Redemption Date the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on and Additional
Amounts with respect thereto, all the Securities or portions thereof which are
to be redeemed on that date.

               SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest. Upon surrender
of any such Security for redemption; in accordance with said notice, such
Security shall be paid by the Issuer at the Redemption Price, together with
accrued interest and Additional Amounts, if any, to the Redemption Date.
Installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

               SECTION 1107. SECURITIES REDEEMED IN PART. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of
this Article) shall be surrendered at a Place of Payment therefor (with, if the
Issuer or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and the Issuer
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge a new Registered Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Security in global form is
so surrendered, the Issuer shall execute, and the Trustee shall authenticate and
deliver to the depositary for such Security in global form as shall be specified
in the Issuer Order to the Trustee with respect thereto, without service charge,
a new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

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

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

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<PAGE>   67

applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

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

               SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, the Issuer will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, and the optional amount, if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Issuer shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Issuer in the manner provided in Section 1104. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS

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

               SECTION 1302. REPAYMENT OF SECURITIES. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Issuer covenants that at least one Business Day prior to
the Repayment Date it will deposit with the Trustee or with a Paying Agent (or,
if the Issuer is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in currency or currencies, currency
unit or units or composite currency or currencies in which the Securities of
such series are payable (except as

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<PAGE>   68

otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

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

               SECTION 1304. WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE
AND PAYABLE. If Securities of any series providing for repayment at the option
of the Holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to the terms of such Securities, such Securities
or the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Issuer on the Repayment Date therein specified,
and on and after such Repayment Date (unless the Issuer shall default in the
payment of such Securities on such Repayment Date) such Securities shall, if the
same were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repayment in accordance with such provisions maturing after the
Repayment Date, the principal amount of such Security so to be repaid shall be
paid by the Issuer, together with accrued interest, if any, to the Repayment
Date. In the case of Registered Securities, installments of interest, if any,
whose Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Issuer shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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<PAGE>   69

               If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon, accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of, interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

               SECTION 1305. SECURITIES REPAID IN PART. Upon surrender of any
Registered Security which is to be repaid in part only, the Issuer shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Issuer, a new Registered
Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which
is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

               SECTION 1401. APPLICABILITY OF ARTICLE; ISSUER'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and the
Issuer may at its option by Board Resolution, at any time, with respect to such
Securities elect to have Section 1402 (if applicable) or Section 1403 (if
applicable) be applied to such Outstanding Securities upon compliance with the
conditions set forth below in this Article.

               SECTION 1402. DEFEASANCE AND DISCHARGE. Upon the Issuer's
exercise of the above option applicable to this Section with respect to any
Securities of or within a series, the Issuer shall be deemed to have been
discharged from its obligations with respect to such Outstanding Securities on
the date the conditions set forth in Section 1404 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) below, and to have satisfied all of its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Issuer, shall execute
proper instruments prepared by the Issuer acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of such Outstanding Securities receive,
solely from the trust fund described in Section 1404 and as more fully set forth
in such Section, payments in respect of the principal of (and premium or
Make-Whole Amount, if any) and interest and Additional Amounts, if any, on such
Securities when such payments are due and any right of such Holder to exchange
such Securities for other Securities, (B) the Issuer's obligations with respect
to such Securities under Sections 305, 306, 1002 and 1003 and with respect to
the payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1012 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 1404 below), (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Issuer may exercise its
option under this

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<PAGE>   70

Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities.

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

               SECTION 1404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to application of Section 1402 or Section
1403 to any Outstanding Securities of or within a series:

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

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

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<PAGE>   71

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

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

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

               (f) The Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1402 or the covenant defeasance under
Section 1403 (as the case may be) have been complied with.

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

               SECTION 1405. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to the provisions of the
last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium or Make-Whole Amount, if any) and
interest and Additional Amounts, if any, but such money need not be segregated
from other funds except to the extent required by law.

               Unless otherwise specified with respect to any Security pursuant
to Section 301, in or pursuant to this Indenture or any Security if, after a
deposit referred to in Section 1404(a) has been made, (a) the Holder of a
Security in respect of which such deposit was made is entitled to, and does,
elect pursuant to Section 301 or the terms of such Security to receive payment
in a currency or currency unit other than that in which the deposit pursuant to
Section 1404(a) has been made in respect of such Security, or (b) a Conversion
Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 1404(a) has been made, the indebtedness represented by such Security
shall be deemed to have been, and will

                                      -64-
<PAGE>   72

be, fully discharged and satisfied through the payment of the principal of (and
premium or Make-Whole Amount, if any), and interest, if any, on and Additional
Amounts, if any, with respect to such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
market exchange rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Foreign Currency in effect (as nearly as feasible) at the time
of the Conversion Event.

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

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

                                 ARTICLE FIFTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

               SECTION 1501. PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

               SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS.

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

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

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such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

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

               SECTION 1504. QUORUM; ACTION. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at
the request of Holders of Securities of such series, be dissolved. In any other
case the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at the reconvening of any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days 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 1502(a), except that
such notice need to 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
any adjournment meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

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

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

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

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<PAGE>   74

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

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

               SECTION 1505. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS.

               (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations not inconsistent with this Indenture as it
may deem advisable for any meeting of Holders of Securities of a series in
regard to proof of the holding of Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and such other matters concerning the conduct of
the meeting as it shall deem appropriate. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

               (b) The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been canceled
by the Issuer or by Holders of Securities as provided in Section 1502(b), in
which case the Issuer or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

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

               SECTION 1506. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and identification numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
Series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by

                                      -67-
<PAGE>   75

ballot taken thereat and affidavits by one or more persons having knowledge of
the fact, setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 1502 and, if applicable, Section
1504. Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Issuer 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.

               SECTION 1507. EVIDENCE OF ACTION TAKEN BY HOLDERS. Any request,
demand, authorization, direction, notice consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Holders of any or all series may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such specified percentage of Holders in person or by 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. Proof and execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Article Six) conclusive in favor of the Trustee and the Issuer, if made in the
manner provided in this Article.

               SECTION 1508. PROOF OF EXECUTION OF INSTRUMENTS. Subject to
Article Six, the execution of any instrument by a Holder or his agent or proxy
may be proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.

                                 ARTICLE SIXTEEN
                        SECURITIES IN FOREIGN CURRENCIES

        SECTION 1601. APPLICABILITY OF ARTICLE. Whenever this Indenture provides
for (a) any action by, or the determination of any of the rights of Holders of
Securities of any series in which not all of such Securities are denominated in
the same currency, or (b) any distribution to Holders of Securities, in the
absence of any provision to the contrary in the form of Security of any
particular series or pursuant to this Indenture or the Securities, any amount in
respect of any Security denominated in a currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series (if any) for
such action, determination of rights for distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to the date of such
action, determination of rights or distribution) as the Issuer shall specify in
a written notice to the Trustee.

                                    * * * * *


                                      -68-
<PAGE>   76

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

                                    ARDEN REALTY LIMITED PARTNERSHIP

                                     By:  Arden Realty, Inc., as General Partner


                                         By: /s/ DIANA M. LAING
                                             -----------------------------------
                                             Name:  Diana M. Laing
                                             Title: Executive Vice President
                                                    and Chief Financial Officer


        Attest:

        /s/ RICHARD S. DAVIS
        -------------------------
        Title: Senior Vice President
               and Chief Accounting
               Officer

                                     THE BANK OF NEW YORK, as Trustee


                                          By: /s/ JOANN MANIERI
                                              ----------------------------------
                                              Name:  JoAnn Manieri
                                              Title: Assistant Vice President


                                      -69-
<PAGE>   77

        STATE OF _______________    )
                                    )       ss:
        COUNTY OF _____________     )


        On the _____ day of ____________, 2000, before me personally came
______________, to me known, who, being by me duly sworn, did depose and say
that he is ______ ___________________________________ of ARDEN REALTY, INC., the
general partner of ARDEN REALTY LIMITED PARTNERSHIP, one of the parties
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the Board of Directors.

{Notarial Seal}



                                  _______________________________________
                                  Notary Public
                                  COMMISSION EXPIRES




                                      -70-
<PAGE>   78

                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

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

                                   CERTIFICATE

     {Insert title or sufficient description of Securities to be delivered}

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

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

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

        This certificate excepts and does not relate to U.S. $ ____ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

        We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or


                                      A-1
<PAGE>   79

threatened in connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings.


Dated: _____________________________________ , 20__
(To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable)


                                         (Name of Person Making Certification)



                                         _______________________________________
                                         (Authorized Signatory)
                                         Name:
                                         Title:


                                      A-2
<PAGE>   80

                                   EXHIBIT A-2

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

                                   CERTIFICATE

     {Insert title or sufficient description of Securities to be delivered}

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

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

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

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

                                      A-3
<PAGE>   81


Dated: ______________________________________ , 20__
(To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable)


                                             {Morgan Guaranty Trust Company of
                                             New York, Brussels Office}, as
                                             Operator of the Euroclear System
                                             {Clearstream}



                                            By: ________________________________



                                      A-4