<PAGE>   1
                                                                    EXHIBIT 4.3



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



                               NEW NISOURCE INC.



                                       TO



                            THE CHASE MANHATTAN BANK
                                   AS TRUSTEE



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


                                      FORM

                                       OF

                                   INDENTURE


                        DATED AS OF __________ ___, 2000



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



                   PROVIDING FOR ISSUANCE OF DEBT SECURITIES


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



<PAGE>   2

                               New NiSource Inc.
  Reconciliation and Tie between Trust Indenture Act of 1939, as amended, and
                    Indenture, dated as of ________ __, 2000




<TABLE>
<CAPTION>
Trust Indenture                                                                                     Indenture
Act Section                                                                                          Section(s)
---------------                                                                                     ----------
<S>      <C>                                                                                     <C>
(S)310   (a)(1)................................................................................  609
         (a)(2)................................................................................  609
         (a)(3)................................................................................  Not Applicable
         (a)(4)................................................................................  Not Applicable
         (a)(5)................................................................................  609
         (b)...................................................................................  608, 610
         (c)...................................................................................  Not Applicable
(S)311   (a)...................................................................................  613
         (b)...................................................................................  613
         (c)...................................................................................  613
(S)312   (a)...................................................................................  701, 702(a)
         (b)...................................................................................  702(a)
         (c)...................................................................................  702(b)
(S)313   (a)...................................................................................  703(a)
         (b)...................................................................................  703(b)
         (c)...................................................................................  703(c)
         (d)...................................................................................  703(c)
(S)314   (a)...................................................................................  704
         (a)(4)................................................................................  101, 1009
         (b)...................................................................................  Not Applicable
         (c)(1)................................................................................  102
         (c)(2)................................................................................  102
         (c)(3)................................................................................  Not Applicable
         (d)...................................................................................  Not Applicable
         (e)...................................................................................  102
         (f)...................................................................................  Not Applicable
(S)315   (a)...................................................................................  601
         (b)...................................................................................  602
         (c)...................................................................................  601
         (d)...................................................................................  601
         (e)...................................................................................  514
(S)316   (a)(1)(A).............................................................................  502, 512
         (a)(1)(B).............................................................................  513
         (a)(2)................................................................................  Not Applicable
         (b)...................................................................................  508
         (c)...................................................................................  104
(S)317   (a)(1)................................................................................  503

</TABLE>


<PAGE>   3



<TABLE>
<S>      <C>                                                                                     <C>
         (a)(2)................................................................................  504
         (b)...................................................................................  1003
(S)318   (a)...................................................................................  108
</TABLE>

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

<PAGE>   4






                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>              <C>                                                                                             <C>
ARTICLE ONE       Definitions and Other Provisions of General Application.........................................1
         SECTION 101.  Definitions................................................................................1
         SECTION 102.  Compliance Certificates and Opinions.......................................................8
         SECTION 103.  Form of Documents Delivered to Trustee.....................................................9
         SECTION 104.  Acts of Holders; Record Dates..............................................................9
         SECTION 105.  Notices, etc., to Trustee and the Company.................................................11
         SECTION 106.  Notice to Holders of Securities; Waiver...................................................12
         SECTION 107.  Language of Notices, etc..................................................................13
         SECTION 108.  Conflict with Trust Indenture Act.........................................................13
         SECTION 109.  Effect of Headings and Table of Contents..................................................13
         SECTION 110.  Successors and Assigns....................................................................13
         SECTION 111.  Separability Clause.......................................................................13
         SECTION 112.  Benefits of Indenture.....................................................................13
         SECTION 113.  Governing Law.............................................................................14
         SECTION 114.  Legal Holidays............................................................................14
         SECTION 115.  Appointment of Agent for Service..........................................................14
         SECTION 116.  No Adverse Interpretation of Other Agreements.............................................15
         SECTION 117.  Execution in Counterparts.................................................................15

ARTICLE TWO       Security Forms.................................................................................15
         SECTION 201.  Forms Generally...........................................................................15
         SECTION 202.  Form of Trustee's Certificate of Authentication...........................................16
         SECTION 203.  Securities in Global Form.................................................................16
         SECTION 204.  Form of Legend for Global Securities......................................................16
         SECTION 205.  Form of Legend for Bearer Securities......................................................17

ARTICLE THREE     The Securities.................................................................................17
         SECTION 301.  Amount Unlimited; Issuable in Series......................................................17
         SECTION 302.  Denominations.............................................................................20
         SECTION 303.  Execution, Authentication, Delivery and Dating............................................20
         SECTION 304.  Temporary Securities......................................................................23
         SECTION 305.  Registration, Registration of Transfer and Exchange.......................................24
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........................................27
         SECTION 307.  Payment of Interest; Interest Rights Preserved............................................28
         SECTION 308.  Persons Deemed Owners.....................................................................29
         SECTION 309.  Cancellation..............................................................................30
         SECTION 310.  Computation of Interest...................................................................30
         SECTION 311.  Form of Certification by a Person Entitled to Receive a Bearer Security...................30

</TABLE>

                                      -i-


<PAGE>   5


<TABLE>
<S>              <C>                                                                                            <C>
ARTICLE FOUR      Satisfaction and Discharge.....................................................................32
         SECTION 401.  Satisfaction and Discharge of Indenture...................................................32
         SECTION 402.  Application of Trust Money................................................................33

ARTICLE FIVE      Remedies.......................................................................................33
         SECTION 501.  Events of Default.........................................................................33
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment........................................35
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...........................36
         SECTION 504.  Trustee May File Proofs of Claim..........................................................37
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or
                              Coupons............................................................................38
         SECTION 506.  Application of Money Collected............................................................38
         SECTION 507.  Limitation on Suits.......................................................................39
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and
                              Interest...........................................................................39
         SECTION 509.  Restoration of Rights and Remedies........................................................40
         SECTION 510.  Rights and Remedies Cumulative............................................................40
         SECTION 511.  Delay or Omission Not Waiver..............................................................40
         SECTION 512.  Control by Holders of Securities..........................................................40
         SECTION 513.  Waiver of Past Defaults...................................................................41
         SECTION 514.  Undertaking for Costs.....................................................................41
         SECTION 515.  Waiver of Stay or Extension Laws..........................................................41

ARTICLE SIX       The Trustee....................................................................................42
         SECTION 601.  Certain Duties and Responsibilities.......................................................42
         SECTION 602.  Notice of Defaults........................................................................43
         SECTION 603.  Certain Rights of Trustee.................................................................44
         SECTION 604.  Not Responsible for Recitals or Issuance of Securities....................................45
         SECTION 605.  May Hold Securities.......................................................................45
         SECTION 606.  Money Held in Trust.......................................................................45
         SECTION 607.  Compensation and Reimbursement............................................................45
         SECTION 608.  Disqualification; Conflicting Interests...................................................46
         SECTION 609.  Corporate Trustee Required; Eligibility...................................................46
         SECTION 610.  Resignation and Removal; Appointment of Successor.........................................47
         SECTION 611.  Acceptance of Appointment by Successor....................................................48
         SECTION 612.  Merger, Conversion, Consolidation or Succession to Business...............................49
         SECTION 613.  Preferential Collection of Claims Against Company.........................................50
         SECTION 614.  Appointment of Authenticating Agent.......................................................50

ARTICLE SEVEN     Holders' Lists and Reports by Trustee and Company..............................................52
         SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.................................52
         SECTION 702.  Preservation of Information; Communications to Holders....................................52
         SECTION 703.  Reports by Trustee........................................................................52
         SECTION 704.  Reports by Company........................................................................53
</TABLE>

                                     -ii-
<PAGE>   6



<TABLE>
<S>              <C>                                                                                            <C>
ARTICLE EIGHT     Consolidation, Merger, Conveyance, Transfer or Lease...........................................54
         SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms......................................54
         SECTION 802.  Successor Corporation Substituted.........................................................54
         SECTION 803.  Assumption by Subsidiary..................................................................55

ARTICLE NINE      Supplemental Indentures........................................................................55
         SECTION 901.  Supplemental Indentures without Consent of Holders........................................55
         SECTION 902.  Supplemental Indentures with Consent of Holders...........................................56
         SECTION 903.  Execution of Supplemental Indentures......................................................58
         SECTION 904.  Effect of Supplemental Indentures.........................................................58
         SECTION 905.  Conformity with Trust Indenture Act.......................................................58
         SECTION 906.  Reference in Securities to Supplemental Indentures........................................58

ARTICLE TEN       Covenants......................................................................................59
         SECTION 1001.  Payment of Principal, Premium and Interest...............................................59
         SECTION 1002.  Maintenance of Office or Agency..........................................................59
         SECTION 1003.  Money for Securities Payments to Be Held in Trust........................................60
         SECTION 1004.  Additional Amounts.......................................................................61
         SECTION 1005.  Corporate Existence......................................................................62
         SECTION 1006.  Maintenance of Properties................................................................62
         SECTION 1007.  Payment of Taxes and Other Claims........................................................63
         SECTION 1008.  Restrictions on Liens....................................................................63
         SECTION 1009.  Statement as to Default..................................................................65
         SECTION 1010.  Waiver of Certain Covenants..............................................................65

ARTICLE ELEVEN    Redemption of Securities.......................................................................66
         SECTION 1101.  Applicability of Article.................................................................66
         SECTION 1102.  Election to Redeem; Notice to Trustee....................................................66
         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed........................................66
         SECTION 1104.  Notice of Redemption.....................................................................67
         SECTION 1105.  Deposit of Redemption Price..............................................................67
         SECTION 1106.  Securities Payable on Redemption Date....................................................68
         SECTION 1107.  Securities Redeemed in Part..............................................................68

ARTICLE TWELVE    Sinking Funds..................................................................................69
         SECTION 1201.  Applicability of Article.................................................................69
         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities....................................69
         SECTION 1203.  Redemption of Securities for Sinking Fund................................................70

ARTICLE THIRTEEN  Meetings of Holders of Securities..............................................................70
         SECTION 1301.  Purposes for Which Meetings May be Called................................................70
         SECTION 1302.  Call Notice and Place of Meeting.........................................................70
         SECTION 1303.  Persons Entitled to Vote at Meetings.....................................................71

</TABLE>


                                     -iii-



<PAGE>   7


<TABLE>
<S>              <C>                                                                                            <C>
         SECTION 1304.  Quorum; Action...........................................................................71
         SECTION 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................72
         SECTION 1306.  Counting Votes and Recording Action of Meetings..........................................73
         SECTION 1307.  Action Without Meeting...................................................................73

ARTICLE FOURTEEN   Immunity of Incorporators, Stockholders, Officers, Directors and Employees....................73
         SECTION 1401.  Liability Solely Corporate...............................................................74
</TABLE>

                                     -iv-


<PAGE>   8




         INDENTURE, dated as of ________ __, 2000 between New NiSource Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 801 East 86th
Avenue, Merrillville, Indiana 46410, and The Chase Manhattan Bank, a ___________
corporation duly organized and existing under the laws of the State of New
York, having its principal corporate trust office at 450 West 33rd Street, New
York, New York, 10001, (herein called the "Trustee').


                            RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein collectively
called the "Securities", and individually called a "Security"), to be issued in
one or more series as in this Indenture provided.

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

         This Indenture is 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 required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         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 or of
series thereof, as follows:


                                  ARTICLE ONE

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.


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

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

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


<PAGE>   9

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

                  (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 (for example,
         the phrase "A or B" means "A or B or both," not "either A or B but not
         both").

         Certain terms used principally in certain Articles are defined in
those Articles.

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

         "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.

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

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

         "Bearer Security" means any Security in the form for Bearer Securities
set forth in Section 203 or established pursuant to Section 201 which is
payable to bearer and shall bear the legend specified in Section 205.

         "Board of Directors" means either the board of directors of the
Company, or any duly authorized committee thereof.



                                      -2-
<PAGE>   10




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

         "Business Day," when used with respect to a particular location
specified in the Securities or this Indenture, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which state or national
banks in such location are authorized or obligated by law or executive order to
close.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

         "Consolidated Net Tangible Assets" means the total amount of assets
appearing on a consolidated balance sheet of Company and its Subsidiaries other
than the Utilities less, without duplication, the following:

                  (a) all current liabilities (excluding any thereof which are
         by their terms extendable or renewable at the sole option of the
         obligor thereon without requiring the consent of the obligee to a date
         more than 12 months after the date of determination);

                  (b) all reserves for depreciation and other asset valuation
         reserves but excluding any reserves for deferred Federal income taxes
         arising from accelerated amortization or otherwise;

                  (c) all intangible assets such as goodwill, trademarks, trade
         names, patents and unamortized debt discount and expense carried as an
         asset on said balance sheet; and

                  (d) all appropriate adjustments on account of minority
         interests of other Persons holding Common Stock in any Subsidiary.

         Consolidated Net Tangible Assets shall be determined in accordance
with generally accepted accounting principles and as of a date not more than 90
days prior to the happening of the event for which such determination is being
made.


         "Corporate Trust Office" means the principal corporate trust office of
the Trustee of a series of Securities at which at any particular time its
corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at 450 West 33rd Street, New York, New




                                      -3-
<PAGE>   11




York, 10001, Attention: Global Trust Services, except that with respect to
presentation of Securities of a series for payment or for registration of
transfer or exchange, such term shall mean the office or agency of the Trustee
of such series at which, at any particular time, its corporate agency business
shall be conducted which office or agency on the date of execution of this
Indenture is located at _______________________________.

         "Corporation" includes any corporation, association, company or
business trust.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Securities Exchange Act of
1934, as amended, specified for that purpose as contemplated by Section 301 or
any successor clearing agency registered under such Act as contemplated by
Section 305, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any series shall mean
the Depositary with respect to the Securities of such series.

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

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

         "Global Security" means a Security bearing the legend specified in
Section 204 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or nominee.

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

         "Indenture" means this instrument as 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.

         "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "Interest Payment Date," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "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, call for redemption or otherwise.




                                      -4-
<PAGE>   12



         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Corporate
Secretary or an Assistant Corporate Secretary, of the Company that complies
with the requirements of Section 314(c) of the Trust Indenture Act and is
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee, that
complies with the requirements of Section 314(c) of the Trust Indenture Act.

         "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:

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

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

                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall 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 Company;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have been given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Securities for quorum purposes, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company 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 relying upon any such request, demand, authorization, direction,
notice, consent or waiver or upon any such determination as to the presence of
a quorum, only Securities which 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




                                      -5-
<PAGE>   13





pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.

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

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

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

         "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.

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

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

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.

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


         "Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or
any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any Vice President, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer, any trust officer or
assistant trust officer, the controller or





                                      -6-
<PAGE>   14


any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Securities" and "Security" have the meanings stated in the first
recital of this Indenture and more particularly means any 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 any such Person, shall 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.

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

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

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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

         "Utility" means any subsidiary of the Company that is subject to
regulation by a federal or state utility regulatory commission or other utility
regulatory body.


                                      -7-
<PAGE>   15


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

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

         "Vice President," when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president."

SECTION 102.  Compliance Certificates and Opinions.

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

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

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition 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
         covenant or condition has been complied with; and

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


SECTION 103.  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion



                                      -8-
<PAGE>   16


of, only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

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

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


SECTION 104.  Acts of Holders; Record Dates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided in or pursuant to this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders may, alternatively, be embodied in and
evidenced by the record of Holders of Securities voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities duly called and held in accordance with the provisions of
Article Thirteen, or a combination of such instrument or instruments and any
such record. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting at
any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company 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 1306.


         Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any request, demand,
authorization, direction, notice, consent, waiver or other action provided in




                                      -9-
<PAGE>   17



this Indenture to be given or taken by a Depositary or impair, as between a
Depositary and such holders of beneficial interests, the operation of customary
practices governing the exercise of the rights of the Depositary (or its
nominee) as Holder of any Security.

         Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depositary
that is a Holder of a Global Security, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depositary that is
a Holder of a Global Security may give its proxy or proxies to the Depositary's
participants or the beneficial owners of interests in any such Global Security,
as the case may be, through such Depositary's standing instructions and
customary practices.

         Subject to the next succeeding paragraph, the Company may, in the
circumstances permitted by the Trust Indenture Act, fix any day as the record
date for the purpose of determining the Holders of Securities of any series
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders of Securities of such series. If not
set by the Company prior to the first solicitation of a Holder of Securities of
such series made by any Person in respect of any such action, or in the case of
any such vote, prior to such vote, the record date for any such action or vote
shall be the 30th day prior to such first solicitation or vote, or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section 701, as the case may be. With regard to any record date for action to
be taken by the Holders of one or more series of Securities, only the Holders
of Securities of such series on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

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

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

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



                                     -10-
<PAGE>   18




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

         (e) The fact and date of execution of any such instrument or writing,
the authority of the Person executing the same, the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in any other
reasonable manner which the Trustee deems sufficient; and the Trustee may in
any instance require further proof with respect to any of the matters referred
to in this Section.

         (f) Any request, demand, authorization, direction, notice, consent,
election, 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 or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.


SECTION 105.  Notices, etc., to Trustee and Company.

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

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


                  (2) the Company by the Trustee of such series or by any
         Holder of a Security of such series shall be sufficient for every
         purpose hereunder (unless otherwise herein expressly provided) if in
         writing and mailed, first-class postage prepaid, to the Company,
         addressed to the attention of its Corporate Secretary, at 801 East
         86th Avenue, Merrillville, Indiana 46410, or at any other address
         previously furnished in writing to the Trustee of such series by the
         Company.


                                     -11-
<PAGE>   19

SECTION 106.  Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities (of any series) of any event,

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

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities of such series if published in an Authorized
         Newspaper in the Borough of Manhattan, The City of New York and, if
         the Securities of such series are then listed on The Stock Exchange of
         the United Kingdom and the Republic of Ireland and such stock exchange
         shall so require, in London and, if the Securities of such series are
         then listed on the Luxembourg Stock Exchange and such stock exchange
         shall so require, in Luxembourg and, if the Securities of such series
         are then listed on any other stock exchange outside the United States
         and such stock exchange shall so require, in any other required city
         outside the United States or, if not practicable, in Europe, on a
         Business Day at least twice, the first such publication to be not
         earlier than the earliest date and not later than the latest date
         prescribed for the giving of such notice.

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

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


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





                                     -12-
<PAGE>   20


SECTION 107.  Language of Notices, etc.

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


SECTION 108.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.


SECTION 109.  Effect of Headings and Table of Contents.

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


 SECTION 110.  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.


SECTION 111.  Separability Clause.

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


SECTION 112.  Benefits of Indenture.

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


SECTION 113.  Governing Law.

         This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York.


SECTION 114.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities or coupons) payment of interest or principal (and



                                     -13-
<PAGE>   21




premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.


SECTION 115.  Appointment of Agent for Service.

         By the execution and delivery of this Indenture, the Company hereby
appoints the Trustee as its agent upon which process may be served in any legal
action or proceeding which may be instituted in any Federal or State court in
the Borough of Manhattan, The City of New York, arising out of or relating to
the Securities, the coupons or this Indenture. Service of process upon such
agent at the office of such agent at 250 West 33rd Street, New York, New York,
10001, Attention: Global Trust Services (or such other address in the Borough
of Manhattan, The City of New York, as may be the Corporate Trust Office of the
Trustee), and written notice of said service to the Company by the Person
serving the same addressed as provided in Section 105, shall be deemed in every
respect effective service of process upon the Company in any such legal action
or proceeding, and the Company hereby submits to the jurisdiction of any such
court in which any such legal action or proceeding is so instituted. Such
appointment shall be irrevocable so long as the Holders of Securities or
coupons shall have any rights pursuant to the terms thereof or of this
Indenture until the appointment of a successor by the Company with the consent
of the Trustee and such successor's acceptance of such appointment. The Company
further agrees to take any and all action, including the execution and filing
of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of such agent or successor.

         By the execution and delivery of this Indenture, the Trustee hereby
agrees to act as such agent and undertakes promptly to notify the Company of
receipt by it of service of process in accordance with this Section.


SECTION 116.  No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Affiliate thereof. No such indenture, loan
or debt agreement may be used to interpret this Indenture.

SECTION 117.  Execution in Counterparts.

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



                                     -14-
<PAGE>   22




                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.  Forms Generally.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons and the Global
Securities, if any, issued pursuant to this Indenture shall be in such form as
shall be established by or pursuant to a Board Resolution of the Company or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
or coupons, as evidenced by their execution of the Securities or coupons. If
the forms of Securities or coupons of any series are established by action
taken pursuant to a Board Resolution of the Company, a copy of an appropriate
record of such action shall be certified by the Corporate Secretary or an
Assistant Corporate Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Order of the Company contemplated by Section 303
for the authentication and delivery of such Securities or coupons.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article or Article Six.

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

         The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders 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 or coupons.


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

         Subject to Section 614, the Trustee's certificate of authentication
shall be in substantially the following form:




                                     -15-
<PAGE>   23







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

                                   The Chase Manhattan Bank, as Trustee



                                   By:
                                       ----------------------------------------
                                       Authorized Officer


SECTION 203.  Securities in Global Form.

         If Securities of a series are issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, 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
Order of the Company to be delivered pursuant to Sections 303 or 304 with
respect thereto. Subject to the provisions of Section 303 and, if applicable,
Section 304, the Trustee shall deliver and redeliver any Security in permanent
global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Order of the Company. If the Order of
the Company pursuant to Sections 303 or 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to a Security in global
form shall be in writing but need not be accompanied by or contained in an
Officers' Certificate and need not be accompanied by an Opinion of Counsel.


SECTION 204.  Form of Legend for Global Securities.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form that is
acceptable to the Depositary and the Trustee:

         "Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."


SECTION 205.  Form of Legend for Bearer Securities.

         Any Bearer Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:



                                     -16-
<PAGE>   24




         "Any United States person who holds this Security will be subject to
limitations under the United States income tax laws, including the limitation
provided in Sections 165(j) and 1287(a) of the Internal Revenue Code of 1986,
as amended."


                                 ARTICLE THREE

                                 THE SECURITIES


SECTION 301.  Amount Unlimited; Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution of the Company, and set forth
in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series,

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from Securities of all other
         series issued by the Company);

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

                  (3) the date or dates on which the principal of the
         Securities of the series is payable;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or any method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue, the Interest Payment Dates on which such interest shall be
         payable and the Regular Record Date for the interest payable on
         Registered Securities on any Interest Payment Date;

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

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




                                     -17-
<PAGE>   25

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

                  (8) whether Bearer Securities of the series are to be
         issuable;

                  (9) if Bearer Securities of the series are to be issuable,
         whether interest in respect of any portion of a temporary Bearer
         Security in global form (representing all of the Outstanding Bearer
         Securities of the series) payable in respect of an Interest Payment
         Date prior to the exchange of such temporary Bearer Security for
         definitive Securities of the series shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (10) the date as of which any Bearer Securities of the
         series, any temporary Bearer Security in global form and any Global
         Securities shall be dated if other than the date of original issuance
         of the first Security of the series to be issued;

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

                  (12) the currency or currencies, including composite
         currencies, in which payment of the principal of (and premium, if any)
         and interest, if any, on the Securities of the series shall be payable
         (if other than the currency of the United States of America);

                  (13) if the amount of payments of principal of (and premium,
         if any) or interest on the Securities of the series may be determined
         with reference to an index, the manner in which such amounts shall be
         determined;

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

                  (15) any Events of Default or covenants of the Company
         pertaining to the Securities of the series;





                                     -18-
<PAGE>   26





                  (16) whether and under what circumstances the Company will
         pay additional amounts on the Securities of the series held by a
         Person who is a United States Alien in respect of taxes or similar
         charges withheld or deducted and, if so, whether the Company will have
         the option to redeem such Securities rather than pay such additional
         amounts;

                  (17) whether any Securities of the series are to be issuable
         in whole or in part in the form of one or more Global Securities and,
         if so, (a) the Depositary with respect to such Global Security or
         Securities and (b) the circumstances under which beneficial owners of
         interests in any such Global Security may exchange such interest for
         Securities of the same series and of like tenor and of any authorized
         form and denomination, and the circumstances under which any such
         exchange may occur, if other than as set forth in Section 305;

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

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

         All Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the Corporate Secretary or an Assistant
Corporate Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate of the Company setting forth the
terms of the series. Such Board Resolution may provide general terms or
parameters for Securities of such series and may provide that the specific
terms of particular Securities of such series, and the Persons authorized to
determine such terms or parameters, may be determined in accordance with or
pursuant to the Order of the Company referred to in the third paragraph of
Section 303.


SECTION 302.  Denominations.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Registered Securities of each series shall be
issuable in denominations of $1,000 or any integral multiple thereof and the
Bearer Securities of each series, if any, shall be issuable in the denomination
of $5,000.




                                     -19-
<PAGE>   27



SECTION 303.  Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Corporate Secretary or one of
its Assistant Corporate Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile. Coupons shall bear the facsimile
signature of the Treasurer or any Assistant Treasurer of the Company.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed on
behalf of the Company to the Trustee for authentication by the Trustee together
with an Order of the Company for the authentication and delivery of such
Securities, and the Trustee in accordance with such Order shall authenticate
and deliver such Securities; provided, however, that, in connection with its
original issuance, a Bearer Security may be delivered only outside the United
States and only if the Trustee shall have received from the Person entitled to
receive such Bearer Security a certificate in the form required by Section 311;
provided, further, that, with respect to Securities of a series constituting a
medium term note program, the Trustee shall authenticate and deliver Securities
of such series for original issue from time to time in the aggregate principal
amount established for such series pursuant to such procedures acceptable to
the Trustee and to such recipients as may be specified from time to time by an
Order of the Company. The maturity dates, original issue dates, interest rates
and any other terms of the Securities of such series shall be determined by or
pursuant to such Order of the Company and procedures. If provided for in such
procedures, such Order of the Company may authorize authentication and delivery
pursuant to oral instructions from the Company or its duly authorized agent,
which instructions shall be promptly confirmed in writing.

         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 Sections 315(a) through
315(d) of the Trust Indenture Act) shall be fully protected in relying upon:

                  (a) the Board Resolution of the Company or indenture
         supplemental hereto establishing the form of the Securities of that
         series pursuant to Section 201 and the terms of the Securities of that
         series pursuant to Section 301 (or, in the case of a Board Resolution,
         pursuant to which such form and terms are established);

                  (b) an Officer's Certificate pursuant to Sections 201 and 301
         and complying with Section 102; and

                  (c) an Opinion of Counsel complying with Section 102 stating,




                                     -20-
<PAGE>   28



                           (i) that the forms of such Securities and coupons,
                  if any, have been established by or pursuant to a Board
                  Resolution of the Company or by an indenture supplemental
                  hereto, as permitted by Section 201 and in conformity with
                  the provisions of this Indenture;

                           (ii) that the terms of such Securities have been
                  established by or pursuant to a Board Resolution of the
                  Company or by an indenture supplemental hereto, as permitted
                  by Sections 201 and 301 and in conformity with the provisions
                  of this Indenture;

                           (iii) that such Securities, together with the
                  coupons, if any, appertaining thereto, when authenticated and
                  delivered by the Trustee and issued by the Company in the
                  manner and subject to any conditions specified in such
                  Opinion of Counsel, will constitute valid and legally binding
                  obligations of the Company entitled to the benefits provided
                  by the Indenture, enforceable in accordance with their
                  respective terms, except to the extent that the enforcement
                  of such obligations may be subject to bankruptcy laws or
                  insolvency laws or other similar laws, general principles of
                  equity and such other qualifications as such counsel shall
                  conclude are customary or do not materially affect the rights
                  of the Holders of such Securities;

                           (iv) that all laws and requirements in respect of
                  the execution and delivery of the Securities have been
                  complied with; and

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

         With respect to Securities of a series constituting a medium term note
program, the Trustee may conclusively rely on the documents and opinion
delivered pursuant to Sections 201 and 301 and this Section 303, as applicable
(unless revoked by superseding comparable documents or opinions) as to the
authorization of the Board of Directors of any Securities delivered hereunder,
the form thereof and the legality, validity, binding effect and enforceability
thereof.

         Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the documents otherwise required pursuant
to the preceding clauses (a), (b) or (c) prior to or at the time of issuance of
each Security, but such documents shall be delivered prior to or at the time of
issuance of the first Security of such series. After any such first delivery,
any separate Request by the Company that the Trustee authenticate Securities of
such series for original issue will be deemed to be a certification by the
Company that all conditions precedent provided for in this Indenture relating
to authentication and delivery of such Securities continue to have been
complied with.

         If such forms or terms have been so established by or pursuant to a
Board Resolution of the Company or by an indenture supplemental hereto as
permitted by Sections 201 and 301, the Trustee shall have the right to decline
to authenticate and deliver any Securities of such series:



                                     -21-
<PAGE>   29





                  (i) if the Trustee, being advised by counsel, determines that
         such action may not lawfully be taken;

                  (ii) if the Trustee in good faith by its board of directors,
         executive committee or a trust committee of directors or Responsible
         Officers of the Trustee in good faith determines that such action
         would expose the Trustee to personal liability to Holders of any
         Outstanding series of Securities; or

                  (iii) if the issue of such Securities pursuant to this
         Indenture will affect the Trustee's own rights, duties and immunities
         under the Securities and this Indenture or otherwise in a manner which
         is not reasonably acceptable to the Trustee.

         If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the Order of the Company with
respect to such series, authenticate and deliver one or more Global Securities
in permanent form that (i) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Global Security or Securities, (ii) shall
be registered, if in registered form, in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instruction and (iv) shall bear a legend as required by Section 204.

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

         No Security or related coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, 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. Except as
permitted by Section 306 or 307, the Trustee shall not authenticate and deliver
any Bearer Security unless all appurtenant coupons for interest then matured
and paid or payment duly provided for have been detached and canceled.




                                     -22-
<PAGE>   30

SECTION 304.  Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon an Order of the Company 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 or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of
such Securities. In the case of Bearer Securities of any series, such temporary
Securities may be in global form, representing all of the outstanding Bearer
Securities of such series.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities 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
Company 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 (accompanied by any unmatured coupons appertaining thereto), the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor (at an office or agency of the Company in the case of Bearer
Securities) a like principal amount of definitive Securities of the same series
of authorized denominations and of like tenor; provided, however, that no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided, further, that no definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security unless the
Trustee shall have received from the Person entitled to receive the definitive
Bearer Security a certificate in the form required by Section 311. Until so
exchanged, the temporary Securities of any series, including temporary
Securities in global form, shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.


SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at one of its offices or agencies
designated pursuant to Section 1002 a register (referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities of each series and of transfers and exchanges of Registered
Securities of such series. Said office or agency is hereby appointed the
security registrar (referred to as the "Security Registrar") for the purpose of
registering Registered Securities of each series and transfers and exchanges of
Registered Securities of such series as herein provided.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency in a Place of Payment maintained for such
purpose for such series, the Company 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, Stated
Maturity and original issue date, of any authorized denominations and of like
tenor and aggregate principal amount.



                                     -23-
<PAGE>   31




         At the option of the Holder, Registered Securities of any series
(except a Global Security representing all or a portion of such series) may be
exchanged for Registered Securities of the same series, Stated Maturity and
original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Securities to be exchanged at
any such office or agency.


         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series, Stated Maturity and
original issue date, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and
the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Security shall surrender to any
Paying Agent any such missing coupon in respect of which such a payment shall
have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 1002,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
or proposed date of payment, as the case may be.

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

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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company 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 Company may require payment of a sum sufficient
to cover any tax or other governmental charge


                                     -24-
<PAGE>   32




that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.


         The Company shall not be required (i) to issue, to register the
transfer of or to exchange Securities of any series during a period of 15
Business Days immediately preceding the date notice is given identifying the
serial numbers of the Securities of that series called for redemption, or (ii)
to issue, to register the transfer of or to exchange any Registered Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part, or (iii) to exchange any Bearer Security
so selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series, provided that such Registered
Security shall be immediately surrendered for redemption with written
instruction for payment consistent with the provisions of this Indenture.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any Global Security shall be exchangeable pursuant
to this Section 305 or Sections 304, 306, 906 or 1107 for Securities registered
in the name of, and a transfer of a Global Security of any series may be
registered to, any Person other than the Depositary for such Global Security or
its nominee only if:

                  (i) such Depositary notifies the Company that it is unwilling
         or unable to continue as Depositary for such Global Security or if at
         any time such Depositary ceases to be a clearing agency registered
         under the Securities Exchange Act of 1934, as amended, and a successor
         Depositary is not appointed by the Company within 90 days;

                  (ii) the Company executes and delivers to the Trustee an
         Order of the Company that such Global Security shall be so
         exchangeable and the transfer thereof so registrable; or

                  (iii) there shall have occurred and be continuing an Event of
         Default or an event which, with the giving of notice or lapse of time,
         would constitute an Event of Default with respect to the Securities of
         such series.

Upon the occurrence in respect of any Global Security of any series of any one
or more of the conditions specified in clauses (i), (ii) or (iii) of the
preceding sentence or such other conditions as may be specified as contemplated
by Section 301 for such series, then without unnecessary delay, but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
Global Security, executed by the Company.


         On or after the earliest date on which such interests may be so
exchanged, such Global Securities shall be surrendered from time to time by the
Depositary and in accordance with instructions given to the Trustee and the
Depositary (which instructions shall be in writing but need not be contained in
or accompanied by an Officers' Certificate or be accompanied by an Opinion of
Counsel), as shall be specified in the Order of the Company with respect
thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities





                                     -25-
<PAGE>   33


of the same series without service charge. The Trustee shall authenticate and
make available for delivery, in exchange for each portion of such surrendered
Global Security, a like aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such Global Security to be exchanged which (unless the Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, in
which case the definitive Securities exchanged for the Global Security shall be
issuable only in the form in which the Securities are issuable, as specified as
contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 Business Days before
any selection of Securities of that series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that (unless otherwise
specified as contemplated by Section 301) no Bearer Security delivered in
exchange for a portion of a Global Security shall be mailed or otherwise
delivered to any location in the United States.

         Promptly following any such exchange in part, such Global Security
shall be returned by the Trustee to the Depositary in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a Global Security after the close of
business at the office or agency where such exchange occurs on (i) any Regular
Record Date for such Security and before the opening of business at such office
or agency on the next Interest Payment Date, or (ii) any Special Record Date
for such Security and before the opening of business at such office or agency
on the related proposed date for payment of interest or Defaulted Interest, as
the case may be, interest shall 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 shall be payable on such Interest Payment Date or proposed date
for payment, as the case may be, only to the Person to whom interest in respect
of such portion of such Global Security is payable in accordance with the
provisions of this Indenture.


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

         If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series, Stated Maturity and original issue date, and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.

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



                                     -26-
<PAGE>   34




corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.


         In case any such mutilated, destroyed, lost or stolen Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon;
provided, however, that payment of principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States;
and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1004), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

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

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


SECTION 307.  Payment of Interest; Interest Rights Preserved.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Interest, if any, is paid on Bearer Securities
to Holders of coupons. In case a Bearer Security of any series is surrendered
in exchange for a Registered Security of such series after the close of
business (at an office or agency in a Place of Payment for such series) on any
Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security
shall be surrendered without the coupon relating to such Interest Payment Date
and interest will not be payable on such Interest Payment Date in respect of
the Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.



                                     -27-
<PAGE>   35



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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are
         registered at the close of business on a Special Record Date for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each
         Registered Security of such series and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to
         be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as provided in this clause. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to
         each Holder of Registered Securities of such series at the address of
         such Holder as it appears in the Security Register, not less than 10
         days prior to such Special Record Date. The Trustee may, in its
         discretion, in the name and at the expense of the Company, cause a
         similar notice to be published at least once in an Authorized
         Newspaper in each Place of Payment, but such publication shall not be
         a condition precedent to the establishment of such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and
         the Special Record Date therefor having been so mailed, 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 (2).
         In case a Bearer Security of any series is surrendered at the office
         or agency in a Place of Payment for such series in exchange for a
         Registered Security of such series after the close of business at such
         office or agency on any Special Record Date and before the opening of
         business at such office or agency on the related proposed date for
         payment of Defaulted Interest, such Bearer Security shall be
         surrendered without the coupon relating to such proposed date of
         payment and Defaulted Interest will not be payable on such proposed
         date of payment in respect of the Registered Security issued in
         exchange for such Bearer Security, but will be payable only to the
         Holder of such coupon when due in accordance with the provisions of
         this Indenture.

                  (2) The Company may make payment of any Defaulted Interest on
         the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any




                                     -28-
<PAGE>   36





         securities exchange on which such Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice
         given by the Company to the Trustee of the proposed payment pursuant
         to this clause, such manner of payment shall be deemed practicable by
         the Trustee.


         Subject to the foregoing provisions of this Section, 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 Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the Person in whose name such Registered Security is
registered as the absolute owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
307) interest on such Security and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by any notice to the
contrary.

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

         No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Security or
any Security represented thereby for all purposes whatsoever. None of the
Company, 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 Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.



                                     -29-
<PAGE>   37


SECTION 309.  Cancellation.

         All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. 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. All canceled Securities and
coupons held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company, unless an Order of the Company shall
direct that canceled Securities be returned to the Company.


         The repayment of any principal amount of Securities pursuant to such
option of the Holder to require repayment of Securities before their Stated
Maturity, for purposes of this Section 309, shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the Company, at its option, shall deliver or surrender the
same to the Trustee with an Order that such Securities be canceled.


SECTION 310.  Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.


SECTION 311. Form of Certification by a Person Entitled to Receive a Bearer
Security.

         Whenever any provision of this Indenture or the form of Security
contemplates that certification be given by a Person entitled to receive a
Bearer Security, such certification shall be provided substantially in the form
of the following certificate, with only such changes as shall be approved by
the Company:

                      [Form of Certificate to Be Given By
                  Person Entitled to Receive Bearer Security]

                                  Certificate

                               [Name of Security]


         This is to certify that the above-captioned Security is not being
acquired by or on behalf of a United States person, or for offer to resell or
for resale to a United States person, or, if a beneficial interest in the
Security is being acquired by a United States person, that such person is a
financial institution or is acquiring through a financial institution and that
the Security is held by a financial institution that has agreed in writing to
comply with the requirements of Section 165(j)(3)(A), (B)




                                     -30-
<PAGE>   38


or (C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder and that such person or financial institution is not purchasing for
offer to resell or for resale within the United States. If this certificate is
being provided by a clearing organization, it is based on statements provided
to it by its member organizations. As used herein, "United States" means the
United States of America (including the States and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction,
and "United States person" means any citizen or resident of the United States,
any corporation, partnership or other entity created or organized in or under
the laws of the United States or any political subdivision thereof and any
estate or trust the income of which is subject to United States Federal income
taxation regardless of its source. If the undersigned is a dealer, the
undersigned agrees to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Securities in bearer form purchased from
it; provided, however, that, if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

         We undertake to advise you by telecopy if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

         We understand that this certificate 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.


Dated: __________, 19__       ______________________



                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE



SECTION 401.  Satisfaction and Discharge of Indenture.

         This Indenture shall upon a Request of the Company cease to be of
further effect (except as to any surviving rights of registration of transfer
or exchange of Securities herein expressly provided for, and any right to
receive additional amounts, as provided in Section 1004), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:





                                     -31-
<PAGE>   39


         (1)      either

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

                  (B) all such Securities not theretofore delivered to the
         Trustee for cancellation

                           (i) have become due and payable, or

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

                           (iii) are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name,
                  and at the expense, of the Company,

         and the Company, in the case of (B)(i), (ii) or (iii) above, has
         deposited or caused to be deposited with the Trustee as trust funds in
         trust dedicated solely for such purpose an amount sufficient to pay
         and discharge the entire indebtedness on such Securities and coupons
         not theretofore delivered to the Trustee for cancellation, for
         principal (and premium, if any) and interest to the date of such
         deposit (in the case of Securities which have become due and payable)
         or to the Stated Maturity or Redemption Date, as the case may be;

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

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

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




                                     -32-
<PAGE>   40



         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Sections 305, 306, 402, 1002
and 1003 shall survive.


SECTION 402.  Application of Trust Money.

         Subject to the provision of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee, but such money need not be segregated from other funds,
except to the extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.  Events of Default.

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

                  (1) the Company defaults in the payment of any interest
         (including any additional amounts due under Section 1004 as specified
         therein) upon any Security of that series when it becomes due and
         payable and continuance of such default for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal
         (including any additional amounts due under Section 1004 as specified
         therein) of (or premium, if any, on) any Security of that series at
         its Maturity and continuance of such default for a period of three
         Business Days thereafter; or

                  (3) the Company defaults in the deposit of any sinking fund
         payment when and as due by the terms of a Security of that series and
         continuance of such default for a period of three Business Days
         thereafter; or

                  (4) the Company defaults in the performance or breach of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or




                                     -33-
<PAGE>   41



         which has expressly been included in or pursuant to this Indenture
         solely for the benefit of one or more series of Securities other than
         that series), and continuance of such default or breach for a period
         of 60 days after there has been given, by registered or certified
         mail, to the Company by the Trustee, or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of that series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or


                  (5) a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company (including
         a default with respect to Securities of any series other than that
         series) or under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         indebtedness for money borrowed by the Company (including this
         Indenture), whether such indebtedness now exists or shall hereafter be
         created, which default shall constitute a failure to pay in excess of
         $5,000,000 of the principal or interest of such indebtedness when due
         and payable after the expiration of any applicable grace period with
         respect thereto or shall have resulted in such indebtedness in an
         amount in excess of $5,000,000 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 60
         days after there shall have been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of that series a written notice specifying such default and
         requiring the Company 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; provided, however,
         that, subject to the provisions of Sections 601 and 602, the Trustee
         shall not be deemed to have knowledge of such default unless either
         (A) a Responsible Officer of the Trustee assigned to Global Trust
         Services (or any successor division or department of the Trustee)
         shall have actual knowledge of such default or (B) the Trustee shall
         have received written notice thereof from the Company, from any
         Holder, from the holder of any such indebtedness or from the trustee
         under any such mortgage, Indenture or other instrument; or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition by one or more Persons other
         than the Company or any of its Affiliates seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official for the Company or for any substantial part of the property
         of the Company, or ordering the liquidation or winding up of the
         affairs of the Company, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 90 consecutive days; or




                                     -34-
<PAGE>   42

                  (7) the commencement by the Company of a case or proceeding
         under any applicable Federal or State bankruptcy, insolvency,
         reorganization or other similar law or of any other case or proceeding
         to be adjudicated a bankrupt or insolvent, or the consent by it to the
         entry of a decree or order for relief in respect of it in a case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         it to the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or similar official in respect of it or any substantial
         part of its property, or the making by it of an assignment for the
         benefit of creditors, or its admission in writing of its inability to
         pay its debts generally as they become due, or its taking of corporate
         action in furtherance of any such action; or

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


SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 33% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

                           (A) all overdue interest on all Securities of that
                  series;

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

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate or rates
                  prescribed therefor in such Securities; and




                                     -35-
<PAGE>   43



                           (D) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel, and any other amounts due to the Trustee under
                  Section 607;

         and

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

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


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

         The Company covenants that if:

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

                  (2) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof and such
         default continues for a period of three Business Days,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and
interest, with interest on any overdue principal (and premium, if any) and on
any overdue interest, to the extent that payment of such interest shall be
legally enforceable, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the Trustee under Section
607.

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

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


                                     -36-
<PAGE>   44



SECTION 504.  Trustee May File Proofs of Claim.

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


                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel, and any other amounts due to the Trustee under Section 607)
         and of the Holders of Securities and coupons allowed in such judicial
         proceeding; and

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

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

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




                                     -37-
<PAGE>   45






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

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


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,
if any) or interest, upon presentation of the Securities or coupons, or both,
as the case may be, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

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


                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest on the Securities and
         coupons 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 amounts due and payable on such Securities and
         coupons for principal (and premium, if any) and interest,
         respectively; and

                  THIRD:  To the Company.


SECTION 507.  Limitation on Suits.

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

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

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

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




                                     -38-
<PAGE>   46




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

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

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


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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on such Security or payment of such coupon on
the Stated Maturity or Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such 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 or coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders of Securities and coupons shall be restored severally and
respectively to their former positions hereunder and 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 or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise shall, not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


                                     -39-
<PAGE>   47


SECTION 511.  Delay or Omission Not Waiver.

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


SECTION 512.  Control by Holders of Securities.

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

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture, expose the Trustee to personal liability
         or be unduly prejudicial to Holders not joined therein; and

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


SECTION 513.  Waiver of Past Defaults.

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

                  (1) in the payment of the principal of (or premium, if any)
         or interest on any Security of such series; or

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

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


SECTION 514.  Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security
or coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any




                                     -40-
<PAGE>   48




suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, 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 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of any Security or coupon for the enforcement
of the payment of the principal of (or premium, if any) or interest on any
Security or the payment of any coupon on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).


SECTION 515.  Waiver of Stay or Extension Laws.

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



                                  ARTICLE SIX

                                  THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.


                  (a) Except during the continuance of an Event of Default with
         respect to Securities of any series:

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

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



                                     -41-
<PAGE>   49


                  the same to determine whether or not they conform to the
                  requirements of this Indenture.

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

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

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

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

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

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

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


SECTION 602.  Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of all such defaults 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, if any) or interest
on any Security of such series or in




                                     -42-
<PAGE>   50




the payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.


SECTION 603.  Certain Rights of Trustee.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Request or Order and any resolution of the Board of
Directors of the Company shall be sufficiently evidenced by a Board Resolution;


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

         (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 have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness 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




                                     -43-
<PAGE>   51



investigation, it shall be entitled to examine the books, records and premises
of the Company personally or by agent or attorney;

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

         (h) except as otherwise provided in Section 501(5), the Trustee shall
not be charged with knowledge of any Event of Default with respect to the
Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee assigned to Global Trust Services (or any
successor division or department of the Trustee) shall have actual knowledge of
the Event of Default or (2) written notice of such Event of Default shall have
been given to the Trustee by the Company, any other obligor on such Securities
or by any Holder of such Securities.


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

         The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, 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 Company
are true and accurate, subject to the qualifications set forth therein. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.


SECTION 605.  May Hold Securities

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


SECTION 606.  Money Held in Trust.

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


SECTION 607.  Compensation and Reimbursement.


         The Company agrees:




                                     -44-
<PAGE>   52





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

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

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence,
         willful misconduct or bad faith on its 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 in connection with the exercise or
         performance of any of its powers or duties hereunder.

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


SECTION 608.  Disqualification; Conflicting Interests.

         If at any time the Trustee shall fail to comply with the obligations
imposed upon it by the provisions of Section 310(b) of the Trust Indenture Act
with respect to Securities of any series after written request therefor by the
Company or by any Holder of a Security of such series who has been a bona fide
Holder of a Security of such series for at least six months then, (i) the
Company, by or pursuant to a Board Resolution, may remove the Trustee with
respect to all Securities or the Securities of such series, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder 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 removal of the Trustee with respect to all Securities of
such series and the appointment of a successor Trustee or Trustees. The Trustee
shall comply with the terms of Section 310(b) of the Trust Indenture Act.



                                     -45-
<PAGE>   53




SECTION 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, or any other Person permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000, is subject to supervision or examination by Federal, State or
District of Columbia authority and is not otherwise ineligible under Section
310(a)(5) of the Trust Indenture Act. If such Corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such 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.


SECTION 610.  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 611.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of 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 the Company.

         (d) If at any time:

                      (1) the Trustee shall fail to comply with Section 608
             after written request therefor by the Company or by any Holder of a
             Security who has been a bona fide Holder of a Security for at least
             six months; or

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




                                     -46-
<PAGE>   54




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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of
the Trust Indenture Act, 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
other similarly situated Holders, petition any court of competent jurisdiction
for the removal of the Trustee with respect to all Securities 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 Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 611. 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 Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements
of Section 611, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders of Securities and
accepted appointment in the manner required by Section 611, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such Series
are issuable as Bearer Securities, by publishing notice of such event once in
an Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


SECTION 611.  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 so appointed shall
execute, acknowledge and deliver to the


                                     -47-
<PAGE>   55



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


         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, 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
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 Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or on the request of
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, subject nevertheless to its lien provided for in Section
607, with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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





                                     -48-
<PAGE>   56


SECTION 612.  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 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.


SECTION 613.  Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311 and any other provision of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other
obligor).


SECTION 614.  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 issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and
subject to supervision or examination by Federal, State or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.




                                     -49-
<PAGE>   57



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

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

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

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

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

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

                                         The Chase Manhattan Bank,
                                                  as Trustee

                                         By
                                            -----------------------------------
                                                  As Authenticating Agent

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



                                     -50-
<PAGE>   58





                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY



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

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than June 1 and December 1, in
         each year, a list, in such form as the Trustee may reasonably require,
         containing all the information in the possession or control of the
         Company, or any of its Paying Agents other than the Trustee, as to the
         names and addresses of the Holders of Securities as of the preceding
         May 15 or November 15, as the case may be, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.


SECTION 702.  Preservation of Information; Communications to Holders.

         (a) The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.

         (b) Every Holder of Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312 of the Trust Indenture
Act, regardless of the source from which such information was derived, and that
the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 312 of the Trust Indenture Act.


SECTION 703.  Reports by Trustee.

         (a) Within 60 days after May 15 of each year commencing with the first
May 15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a)



                                     -51-
<PAGE>   59



which may have occurred since the later of the immediately preceding May 15 and
the date of this Indenture.

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

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


SECTION 704.  Reports by Company

          The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) file with the Trustee, within 15 days after the Company
         is required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of 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 Securities
         Exchange Act of 1934, as amended, 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;

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

                  (3) transmit, within 30 days after the filing thereof with
         the Trustee, to the Holders of Securities, in the manner and to the
         extent provided in Section 313(c) of the Trust Indenture Act, such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to paragraphs (1) and (2) of this
         Section as may be required by rules and regulations prescribed from
         time to time by the Commission.


                                     -52-
<PAGE>   60




                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
Corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless:

                  (1) the Corporation formed by any such consolidation or into
         which it is merged or the Person which acquires by conveyance or
         transfer, or which leases, its properties and assets substantially as
         an entirety shall be a Corporation organized and existing under the
         laws of the United States of America, any State thereof or the
         District of Columbia and shall expressly assume the due and punctual
         payment of the principal of (and premium, if any) and interest on all
         the Securities and the performance of every covenant of this Indenture
         on the part of the Company;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and

                  (3) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease complies with
         this Section 801 and that all conditions precedent herein provided for
         relating to such transaction have been complied with.

         The Company covenants and agrees that if, upon any consolidation or
merger of the Company with or into any other Corporation, or upon any
consolidation or merger of any other Corporation with or into the Company, or
upon any sale or conveyance of all or substantially all of the property and
assets of the Company to any other Corporation, any property of the Company or
any Subsidiary or any indebtedness issued by any Subsidiary owned by the
Company or by any Subsidiary immediately prior thereto would thereupon become
subject to any mortgage, security interest, pledge, lien or other encumbrance
not permitted by Section 1008 hereof, the Company, prior to or concurrently
with such consolidation, merger, sale or conveyance, will by indenture
supplemental hereto effectively secure the Securities then Outstanding (equally
and ratably with (or prior to) any other indebtedness of or guaranteed by the
Company or such Subsidiary then entitled thereto) by a direct lien on such
property of the Company or any Subsidiary or such indebtedness issued by a
Subsidiary, prior to all liens other than any theretofore existing thereon.




                                     -53-
<PAGE>   61




SECTION 802.  Successor Corporation Substituted.

         Upon any consolidation by the Company with or merger by the Company
into any other Corporation or any conveyance, transfer or lease of the
Company's properties and assets substantially as an entirety in accordance with
Section 801, the successor Corporation formed by such consolidation or into
which it is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor Corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.


SECTION 803.  Assumption by Subsidiary.

         A Subsidiary may directly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (premium, if any) and interest on
all the Securities and any coupons appertaining thereto and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed. Upon any such assumption, such Subsidiary shall succeed to and be
substituted for and may exercise every right and power of the Company under
this Indenture with the same effect as if such Subsidiary had been named as the
Company herein and the Company shall be released from its liability as obligor
on the Securities. No such assumption shall be permitted unless such Subsidiary
has delivered to the Trustee an Officers' Certificate of such Subsidiary and an
Opinion of Counsel for such Subsidiary, each stating that such assumption and
supplemental indenture comply with this Article, 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 or coupons, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any one or more of the following purposes
only:

                  (1) to evidence the succession of another Corporation to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities and coupons; or

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



                                     -54-
<PAGE>   62





                  (3) to add any additional Events of Default; or

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

                  (5) 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

                  (6) to secure the Securities; or

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

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series, to contain such provisions as shall be deemed
         necessary or desirable to confirm that all the rights, powers, trusts
         and duties of the predecessor Trustee with respect to the Securities
         of any series as to which the predecessor Trustee is not retiring
         shall continue to be vested in the predecessor Trustee, and to add to
         or change any of the provisions of this Indenture as shall be
         necessary to provide for or facilitate the administration of the
         trusts hereunder by more than one Trustee, pursuant to the
         requirements of Section 611(b); or

                  (9) 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, provided such
         action shall not adversely affect the interests of the Holders of
         Securities of any series or any related coupons in any material
         respect; or

                  (10) to effect assumption by a Subsidiary pursuant to Section
         803; or

                  (11) to conform this Indenture to any amendments to the Trust
         Indenture Act.


SECTION 902.  Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by Board Resolution, and



                                     -55-
<PAGE>   63


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 modifying in any manner
the rights of the Holders of Securities of such series and any related coupons
under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security or coupon
affected thereby:

                  (1) change the Stated Maturity of the principal of, or of any
         installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon or any
         premium payable upon the redemption thereof, or change the method of
         calculating the rate of interest thereon, or change any obligation of
         the Company to pay additional amounts pursuant to Section 1004 (except
         as contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or
         change any Place of Payment in the United States where, or the coin or
         currency in which, any Security or any premium or the interest thereon
         is payable, or impair the right to institute suit for the enforcement
         of any such payment on or after the Stated Maturity thereof (or, in
         the case of redemption, on or after the Redemption Date); or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 1304 for quorum or voting; or

                  (3) change any obligation of the Company to maintain an
         office or agency in each Place of Payment, or any obligation of the
         Company to maintain an office or agency outside the United States
         pursuant to Section 1002; or

                  (4) modify any of the provisions of this Section, Section 513
         or Section 1010, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder of a Security or coupon
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section and Section 1009, or the deletion
         of this proviso, in accordance with the requirements of Sections
         611(b) and 901(8).

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.





                                     -56-
<PAGE>   64





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

         The Company shall have the right to set a record date for the
solicitation of any consents under this Article Nine, which record date shall
be set in accordance with Section 104.


SECTION 903.  Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 315 of the Trust Indenture Act) 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, immunities or
liabilities under this Indenture or otherwise.


SECTION 904.  Effect of Supplemental Indentures.

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


SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities to Supplemental Indentures.

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


                                     -57-
<PAGE>   65



                                  ARTICLE TEN

                                   COVENANTS



SECTION 1001.  Payment of Principal, Premium and Interest.

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


SECTION 1002.  Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but, except as
otherwise provided below, unless such Place of Payment is located outside the
United States, not Bearer Securities) may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company initially hereby appoints the Trustee, its office or agency for each of
said purposes. If Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto,
an office or agency in a Place of Payment for such series which is located
outside the United States where Securities of such series and the related
coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Securities of such series pursuant to Section
1004); provided, however that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London or Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the place specified for the purpose pursuant to Section 301
or, if no such place is specified, at the main office of the Trustee in London,
and the Company hereby appoints the Trustee as its agent to receive such
respective presentations, surrenders, notices and demands.


                                     -58-
<PAGE>   66


         No payment of principal, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, payment
of principal of and any premium and interest in U.S. dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be
made at the Corporate Trust Office of the Trustee in the Borough of Manhattan,
The City of New York if (but only if) payment of the full amount of such
principal, premium, interest or additional amounts at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment in accordance with the requirements set
forth above for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


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

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

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

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

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



                                     -59-
<PAGE>   67



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

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

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

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


SECTION 1004.  Additional Amounts.

         If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of any series or
any coupon appertaining thereto additional amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
principal of (or premium, if any) or interest on, or in respect of, any
Security of any series or any related coupon or the net proceeds received on
the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for in
this Section to the extent that, in such context, additional amounts are, were
or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding
additional amounts in those provisions hereof where such express mention is not
made.


                                     -60-
<PAGE>   68


         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
premium, if any) is made), and at least 10 days prior to each date of payment
of principal (and premium, if any) or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (and premium, if any) or interest on the
Securities of that series shall be made to Holders of Securities of that series
or the related coupons who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by this Section. The Company 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 in
reliance on any Officers' Certificate furnished pursuant to this Section.


SECTION 1005.  Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and its rights (charter and statutory) and franchises.


SECTION 1006.  Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business, or used or useful in the business of the Subsidiaries, 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 may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties or disposing of them if such
discontinuance or disposal is, in the judgment of the Company, desirable in the
conduct of its business or the business of the Subsidiaries and not
disadvantageous in any material respect to the Holders of Securities.



                                     -61-
<PAGE>   69



SECTION 1007.  Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any of the Subsidiaries, or
upon the income, profits or property of the Company or any of the Subsidiaries,
and (2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a lien upon the property of the Company or any of the
Subsidiaries; provided, however, that none of the Company or any of the
Subsidiaries shall 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.


SECTION 1008.  Restrictions on Liens.

         (a) So long as any Securities remain outstanding, the Company will
not, nor will the Company permit any Subsidiary other than a Utility to, issue,
assume or guarantee any debt for money borrowed (hereinafter in this Section
1008 referred to as "Debt"), secured by any mortgage, security interest,
pledge, lien or other encumbrance (hereinafter in this Section 1008 called
"mortgage" or "mortgages") upon any property of the Company or any such
Subsidiary (other than a Utility), except indebtedness issued by any such
Subsidiary and owned by the Company or any other such Subsidiary (whether such
property or indebtedness is now owned or hereafter acquired), without in any
such case effectively securing, prior to or concurrently with the issuance,
assumption or guarantee of any such Debt, the Securities (together with, if the
Company shall so determine, any other indebtedness of or guaranteed by the
Company or such Subsidiary ranking equally with the Securities and then
existing or thereafter created) equally and ratably with (or prior to) such
Debt; provided, however, that the foregoing restrictions shall not apply to nor
prevent the creation or existence of:

                  (i) mortgages on any property, acquired, constructed or
         improved by the Company or any of the Subsidiaries other than the
         Utilities after the date of this Indenture, and any improvements
         thereon, accessions thereto or other property acquired or constructed
         for use in connection therewith or related thereto, which are created
         or assumed prior to or contemporaneously with, or within 180 days
         after, such acquisition or completion of such construction or
         improvement, or within one year thereafter pursuant to a firm
         commitment for financing arranged with a lender or investor within
         such 180-day period, to secure or provide for the payment of all or
         any part of the purchase price of such property or the cost of such
         construction or improvement incurred after the date of this Indenture,
         or, in addition to mortgages contemplated by clauses (ii) and (iii)
         below, mortgages on any property existing at the time of acquisition
         thereof, provided that the mortgages shall not apply to any property
         theretofore owned by the Company or any such Subsidiary other than, in
         the case of any such construction or improvement, (1) unimproved real
         property on which the property so constructed or the improvement is
         located, (2) other property (or improvements thereon) which is an
         improvement to or is acquired or constructed for use in connection
         therewith or related thereto, (3) any right and interest under any
         agreement or other documents relating to the property being so
         constructed or improved or such other property and (4) the stock of
         any Subsidiary created or maintained for the primary purpose of owning
         the property so constructed or improved;



                                     -62-
<PAGE>   70





                  (ii) existing mortgages on any property or indebtedness of a
         Person which is merged with or into or consolidated with the Company
         or a Subsidiary;


                  (iii) mortgages on property or indebtedness of a Person
         existing at the time such Person becomes a Subsidiary;

                  (iv) mortgages to secure Debt of a Subsidiary to the Company
         or to another Subsidiary other than a Utility;

                  (v) mortgages in favor of the United States of America, any
         State, any foreign country or any department, agency or
         instrumentality or political subdivision of any such jurisdiction, to
         secure partial, progress, advance or other payments pursuant to any
         contract or statute or to secure any indebtedness incurred for the
         purpose of financing all or any part of the purchase price of the cost
         of constructing or improving the property subject to such mortgages,
         including, without limitation, mortgages to secure Debt of the
         pollution control or industrial revenue bond type;

                  (vi) mortgages to secure Debt of the Company or any
         Subsidiary maturing within 12 months from the creation thereof and
         incurred in the ordinary course of business;

                  (vii) mortgages on any property (including any natural gas,
         oil or other mineral property) to secure all or part of the cost of
         exploration, drilling or development thereof or to secure Debt
         incurred to provide funds for any such purpose;

                  (viii)  mortgages existing on the date of this Indenture; and

                  (ix) mortgages for the purposes of extending, renewing or
         replacing in whole or in part Debt secured by any mortgage referred to
         in the foregoing clauses (i) to (viii), inclusive, or this clause
         (ix); provided, however, that the principal amount of Debt secured
         thereby shall not exceed the principal amount of Debt so secured at
         the time of such extension, renewal or replacement, and that such
         extension, renewal or replacement shall be limited to all or a part of
         the property or indebtedness which secured the mortgage so extended,
         renewed or replaced (plus improvements on such property).

         (b) The provisions of subsection (a) of this Section 1008 shall not
apply to the issuance, assumption or guarantee by the Company or any Subsidiary
of Debt secured by a mortgage which would otherwise be subject to the foregoing
restrictions up to an aggregate amount which, together with all other Debt of
the Company and the Subsidiaries other than the Utilities secured by mortgages
(other than mortgages permitted by subsection (a) of this Section 1008 which
would otherwise be subject to the foregoing restrictions), does not at the time
exceed 5% of Consolidated Net Tangible Assets.



                                     -63-
<PAGE>   71




         (c) If at any time the Company or any Subsidiary other than the
Utilities shall issue, assume or guarantee any Debt secured by any mortgage and
if subsection (a) of this Section 1008 requires that the Securities be secured
equally and ratably with such Debt, the Company will promptly deliver to the
Trustee an Officers' Certificate stating that the covenant of the Company
contained in subsection (a) of this Section has been complied with.


SECTION 1009.  Statement as to Default.

         (a) The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a
certificate, signed by the principal executive officer, principal financial
officer or principal accounting officer of the Company, stating whether or not
to the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they may have
knowledge.

         (b) The Company will deliver to the Trustee, within five days after
the occurrence thereof, written notice of any event which after notice or lapse
of time would become an Event of Default pursuant to clause (4) of Section 501.


SECTION 1010.  Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1006 and 1007 with respect
to the Securities of any series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


                                 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.





                                     -64-
<PAGE>   72




SECTION 1102.  Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of all of the Securities of any series, the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee in writing of
such Redemption Date. In case of any redemption at the election of the Company
of less than all the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, or (ii) pursuant to an election of
the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.


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

         If less than all the Securities of any series 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 (other than Securities of such series held by the Company), 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. Unless otherwise provided in the
Securities of a series, partial redemptions must be in an amount not less than
$1,000,000 principal amount of Securities.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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


SECTION 1104.  Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1) the Redemption Date,




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                  (2) the Redemption Price,


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

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

                  (5) the place or places where such Securities, together in
         the case of Bearer Securities with all coupons appertaining thereto,
         if any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price, and

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

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

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


SECTION 1105.  Deposit of Redemption Price.

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



                                     -66-
<PAGE>   74


SECTION 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of coupons for such interest (at an office or agency located outside
the United States except as otherwise provided in Section 1002); and provided,
further, that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

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

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


SECTION 1107.  Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires
with respect to any Registered Security, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver
to the Holder of such Security without service charge, a new Security or
Securities of the same series, Stated Maturity and 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.




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<PAGE>   75



         Except as otherwise specified as contemplated by Section 301, if a
Global Security is so surrendered, the Company shall execute, and the Trustee
shall authenticate and deliver to the Depositary in global form, without
service charge, a new Global Security or Securities of the same series, Stated
Maturity and of any authorized denomination as requested by the Depositary, in
an aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Global Security 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 Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.


SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any
part of any sinking fund payment with respect to the Securities of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.





                                     -68-
<PAGE>   76


SECTION 1203.  Redemption of Securities for Sinking Fund.

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


                                ARTICLE THIRTEEN

                       MEETINGS OF HOLDERS OF SECURITIES


SECTION 1301.  Purposes for Which Meetings May be Called.

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


SECTION 1302.  Call Notice and Place of Meeting.

         (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1301, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, 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 Company, pursuant to a Board Resolution,
or the 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
1301, 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 Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and
the place in the Borough of




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<PAGE>   77




Manhattan, The City of New York, or in London for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


SECTION 1303.  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 Company and its
counsel.


SECTION 1304.  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. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such 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. Except as provided by Section 1305(d), notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

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

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


                                     -70-
<PAGE>   78


SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of
Meetings.


         (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
104 and the appointment of any proxy shall be proved in the manner specified in
Section 104. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 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.



                                     -71-
<PAGE>   79



SECTION 1306.  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 serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


SECTION 1307.  Action Without Meeting.

         In lieu of a vote of Holders at a meeting as hereinbefore contemplated
in this Article, any request, demand, authorization, direction, notice, consent,
waiver or other action may be made, given or taken by Holders by written
instruments as provided in Section 104.


                                ARTICLE FOURTEEN

               IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS,
                            DIRECTORS AND EMPLOYEES

SECTION  1401.  Liability Solely Corporate.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities, or any part thereof,
or for any claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation, covenant or agreement
under this Indenture, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future of the Company or of any
predecessor or successor Corporation (either directly or through the Company or
a predecessor or successor Corporation of the Company), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer, director or employee,
past, present or future, of the Company or of any predecessor or successor
Corporation, either directly or indirectly through the Company or any
predecessor or successor Corporation, because of the indebtedness



                                     -72-
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hereby authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or to be
implied herefrom or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the
Securities.

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






                                     -73-
<PAGE>   81


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                         NEW NISOURCE INC.


[SEAL]                                   By:
                                              ---------------------------------
                                              Name:
Attest:                                       Title:


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


                                         THE CHASE MANHATTAN BANK, AS TRUSTEE


[SEAL]                                   By:
                                              ---------------------------------
                                              Name:
Attest:                                       Title:


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





                                     -74-