<PAGE>
 
                                                                  EXHIBIT 4 (kk)



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



                               ENSERCH CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                  

                                   ---------



                                    INDENTURE
                         (FOR UNSECURED DEBT SECURITIES)


                           DATED AS OF JANUARY 1, 1998




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

                  
<PAGE>
 
                                        i


                                TABLE OF CONTENTS


PARTIES...................................................................  1

RECITAL OF THE COMPANY....................................................  1

ARTICLE ONE...............................................................  1

Definitions and Other Provisions of General Application...................  1
         SECTION 101.  Definitions........................................  1
                  Act      ...............................................  2
                  Affiliate...............................................  2
                  Authenticating Agent....................................  2
                  Authorized Officer......................................  2
                  Board of Directors......................................  2
                  Board Resolution........................................  2
                  Business Day............................................  2
                  Commission..............................................  3
                  Company  ...............................................  3
                  Company Request or Company Order........................  3
                  Corporate Trust Office..................................  3
                  corporation.............................................  3
                  Defaulted Interest......................................  3
                  Discount Security.......................................  3
                  Dollar or $.............................................  3
                  Eligible Obligations....................................  3
                  Event of Default........................................  3
                  Governmental Authority..................................  4
                  Government Obligations..................................  4
                  Holder   ...............................................  4
                  Indenture...............................................  4
                  Interest Payment Date...................................  4
                  Maturity ...............................................  4
                  Officer's Certificate...................................  4
                  Opinion of Counsel......................................  4
                  Outstanding.............................................  5
                  Paying Agent............................................  6
                  Periodic Offering.......................................  6
                  Person   ...............................................  6
                  Place of Payment........................................  6
                  Predecessor Security....................................  6
                  Redemption Date.........................................  6
                  Redemption Price........................................  6
                  Regular Record Date.....................................  6
                  Required Currency.......................................  6
                  Responsible Officer.....................................  6

Note:    This table of contents shall not, for any purpose, be deemed to be 
         part of the Indenture.
<PAGE>
 
                                       ii


                  Securities..............................................  7
                  Security Register and Security Registrar................  7
                  Special Record Date.....................................  7
                  Stated Interest Rate....................................  7
                  Stated Maturity.........................................  7
                  Tranche  ...............................................  7
                  Trust Indenture Act.....................................  7
                  Trustee  ...............................................  7
                  United States...........................................  7
         SECTION 102.  Compliance Certificates and Opinions...............  7
         SECTION 103.  Form of Documents Delivered to Trustee.............  8
         SECTION 104.  Acts of Holders....................................  9
         SECTION 105.  Notices, etc. to Trustee and Company............... 11
         SECTION 106.  Notice to Holders of Securities; Waiver............ 12
         SECTION 107.  Conflict with Trust Indenture Act.................. 12
         SECTION 108.  Effect of Headings and Table of Contents........... 12
         SECTION 109.  Successors and Assigns............................. 12
         SECTION 110.  Separability Clause................................ 13
         SECTION 111.  Benefits of Indenture.............................. 13
         SECTION 112.  Governing Law...................................... 13
         SECTION 113.  Legal Holidays..................................... 13 

ARTICLE TWO............................................................... 13

Security Forms............................................................ 13
         SECTION 201.  Forms Generally.................................... 13
         SECTION 202.  Form of Trustee's Certificate of Authentication.... 14

ARTICLE THREE............................................................. 14

The Securities............................................................ 14
         SECTION 301.  Amount Unlimited; Issuable in Series............... 14
         SECTION 302.  Denominations...................................... 18
         SECTION 303.  Execution, Authentication, Delivery and Dating..... 18
         SECTION 304.  Temporary Securities............................... 21
         SECTION 305.  Registration, Registration of Transfer and Exchange 22
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities... 23
         SECTION 307.  Payment of Interest; Interest Rights Preserved..... 24
         SECTION 308.  Persons Deemed Owners.............................. 25
         SECTION 309.  Cancellation by Security Registrar................. 25
         SECTION 310.  Computation of Interest............................ 26
         SECTION 311.  Payment to Be in Proper Currency................... 26

ARTICLE FOUR.............................................................. 26

Redemption of Securities.................................................. 26
<PAGE>
 
                                       iii


         SECTION 401.  Applicability of Article........................... 26
         SECTION 402.  Election to Redeem; Notice to Trustee.............. 27
         SECTION 403.  Selection of Securities to Be Redeemed............. 27
         SECTION 404.  Notice of Redemption............................... 27
         SECTION 405.  Securities Payable on Redemption Date.............. 29
         SECTION 406.  Securities Redeemed in Part........................ 29

ARTICLE FIVE.............................................................. 30

Sinking Funds............................................................. 30
         SECTION 501.  Applicability of Article........................... 30
         SECTION 502.  Satisfaction of Sinking Fund Payments with 
                       Securities......................................... 30
         SECTION 503.  Redemption of Securities for Sinking Fund.......... 30

ARTICLE SIX............................................................... 31

Covenants................................................................. 31
         SECTION 601.  Payment of Principal, Premium and Interest......... 31
         SECTION 602.  Maintenance of Office or Agency.................... 31
         SECTION 603.  Money for Securities Payments to Be Held in Trust.. 32
         SECTION 604.  Corporate Existence................................ 34
         SECTION 605.  Maintenance of Properties.......................... 34
         SECTION 606.  Annual Officer's Certificate as to Compliance...... 34
         SECTION 607.  Waiver of Certain Covenants........................ 34

ARTICLE SEVEN............................................................. 35

Satisfaction and Discharge................................................ 35
         SECTION 701.  Satisfaction and Discharge of Securities........... 35
         SECTION 702.  Satisfaction and Discharge of Indenture............ 37
         SECTION 703.  Application of Trust Money......................... 38

ARTICLE EIGHT............................................................. 39

Events of Default; Remedies............................................... 39
         SECTION 801.  Events of Default.................................. 39
         SECTION 802.  Acceleration of Maturity; Rescission and Annulment. 40
         SECTION 803.  Collection of Indebtedness and Suits for 
                       Enforcement by Trustee............................. 41
         SECTION 804.  Trustee May File Proofs of Claim................... 42
         SECTION 805.  Trustee May Enforce Claims Without Possession of 
                       Securities......................................... 43
         SECTION 806.  Application of Money Collected..................... 43
         SECTION 807.  Limitation on Suits................................ 43
         SECTION 808.  Unconditional Right of Holders to Receive 
                       Principal, Premium and Interest.................... 44
         SECTION 809.  Restoration of Rights and Remedies................. 44
         SECTION 810.  Rights and Remedies Cumulative..................... 45
<PAGE>
 
                                       iv


         SECTION 811.  Delay or Omission Not Waiver....................... 45
         SECTION 812.  Control by Holders of Securities................... 45
         SECTION 813.  Waiver of Past Defaults............................ 45
         SECTION 814.  Undertaking for Costs.............................. 46
         SECTION 815.  Waiver of Stay or Extension Laws................... 46

ARTICLE NINE.............................................................. 47

The Trustee............................................................... 47
         SECTION 901.  Certain Duties and Responsibilities................ 47
         SECTION 902.  Notice of Defaults................................. 47
         SECTION 903.  Certain Rights of Trustee.......................... 48
         SECTION 904.  Not Responsible for Recitals or Issuance of 
                       Securities......................................... 49
         SECTION 905.  May Hold Securities................................ 49
         SECTION 906.  Money Held in Trust................................ 49
         SECTION 907.  Compensation and Reimbursement..................... 49
         SECTION 908.  Disqualification; Conflicting Interests............ 50
         SECTION 909.  Corporate Trustee Required; Eligibility............ 51
         SECTION 910.  Resignation and Removal; Appointment of Successor.. 51
         SECTION 911.  Acceptance of Appointment by Successor............. 53
         SECTION 912.  Merger, Conversion, Consolidation or Succession to 
                       Business........................................... 54
         SECTION 913.  Preferential Collection of Claims Against Company.. 55
         SECTION 914.  Co-trustees and Separate Trustees.................. 55
         SECTION 915.  Appointment of Authenticating Agent................ 56

ARTICLE TEN............................................................... 58

Holders' Lists and Reports by Trustee and Company......................... 58
         SECTION 1001.  Lists of Holders.................................. 58
         SECTION 1002.  Reports by Trustee and Company.................... 59

ARTICLE ELEVEN............................................................ 59

Consolidation, Merger, Conveyance or Other Transfer ...................... 59
         SECTION 1101.  Company May Consolidate, etc., Only on Certain 
                        Terms............................................. 59
         SECTION 1102.  Successor Corporation Substituted................. 60

ARTICLE TWELVE............................................................ 60

Supplemental Indentures................................................... 60
         SECTION 1201.  Supplemental Indentures Without Consent of Holders 60
         SECTION 1202.  Supplemental Indentures With Consent of Holders... 62
         SECTION 1203.  Execution of Supplemental Indentures.............. 64
         SECTION 1204.  Effect of Supplemental Indentures................. 64
         SECTION 1205.  Conformity With Trust Indenture Act............... 64
         SECTION 1206.  Reference in Securities to Supplemental 
                        Indentures........................................ 64
<PAGE>
 
                                        v


         SECTION 1207.  Modification Without Supplemental Indenture....... 64

ARTICLE THIRTEEN.......................................................... 65

Meetings of Holders; Action Without Meeting............................... 65
         SECTION 1301.  Purposes for Which Meetings May Be Called......... 65
         SECTION 1302.  Call, Notice and Place of Meetings................ 65
         SECTION 1303.  Persons Entitled to Vote at Meetings.............. 66
         SECTION 1304.  Quorum; Action.................................... 66
         SECTION 1305.  Attendance at Meetings; Determination of Voting 
                        Rights; Conduct and Adjournment of Meetings....... 67
         SECTION 1306.  Counting Votes and Recording Action of Meetings... 68
         SECTION 1307.  Action Without Meeting............................ 69

ARTICLE FOURTEEN.......................................................... 69

Immunity of Incorporators, Shareholders, Officers and Directors........... 69
         SECTION 1401.  Liability Solely Corporate........................ 69

Testimonium............................................................... 70

Signatures................................................................ 70

Acknowledgements.......................................................... 71

                                                                           
<PAGE>


                               ENSERCH CORPORATION

          RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF JANUARY 1, 1998


TRUST INDENTURE ACT SECTION                                    INDENTURE SECTION

ss.310   (a)(1)...................................................... 909
         (a)(2)...................................................... 909 
         (a)(3)...................................................... 914
         (a)(4).................................................. Not Applicable
         (b)......................................................... 908
                                                                      910
ss.311   (a)......................................................... 913
         (b)......................................................... 913
         (c)......................................................... 913
ss.312   (a)........................................................ 1001 
         (b)........................................................ 1001
         (c)........................................................ 1001
ss.313   (a)........................................................ 1002
         (b)........................................................ 1002
         (c)........................................................ 1002
ss.314   (a)........................................................ 1002
         (a)(4).....................................................  606
         (b)..................................................... Not Applicable
         (c)(1)...................................................... 102
         (c)(2)...................................................... 102
         (c)(3).................................................. Not Applicable
         (d)..................................................... Not Applicable
         (e)......................................................... 102
ss.315   (a)......................................................... 901
                                                                      903
         (b)......................................................... 902
         (c)......................................................... 901
         (d)......................................................... 901
         (e)......................................................... 814
ss.316   (a)......................................................... 812
                                                                      813
         (a)(1)(A)................................................... 802
                                                                      812
         (a)(1)(B)................................................... 813
         (a)(2).................................................. Not Applicable
         (b)......................................................... 808
ss.317   (a)(1)...................................................... 803
         (a)(2)...................................................... 804
         (b)......................................................... 603
ss.318   (a)......................................................... 107
<PAGE>
 
        INDENTURE, dated as of January 1, 1998, between ENSERCH CORPORATION, a
corporation duly organized and existing under the laws of the State of Texas
(herein called the "Company"), having its principal office at 1601 Bryan Street,
Dallas, Texas 75201, and THE BANK OF NEW YORK, a banking corporation of the
State of New York, having its principal corporate trust office at 101 Barclay
Street, New York, New York 10286, as Trustee (herein called the "Trustee").

                            RECITAL 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 called the
"Securities"), in an unlimited aggregate principal amount to be issued in one or
more series as contemplated herein; and all acts necessary to make this
Indenture a valid agreement of the Company have been performed.

        For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

                  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 any
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:

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

               (b) all terms used herein without definition which are defined in
      the Trust Indenture Act, either directly or by reference therein, have the
      meanings assigned to them therein;

               (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles in the United States, and, except as otherwise herein expressly
      provided, the term "generally accepted accounting
<PAGE>
 
                                      -2-


      principles" with respect to any computation required or permitted
      hereunder shall mean such accounting principles as are generally accepted
      in the United States at the date of such computation or, at the election
      of the Company from time to time, at the date of the execution and
      delivery of this Indenture; provided, however, that in determining
      generally accepted accounting principles applicable to the Company, the
      Company shall, to the extent required, conform to any order, rule or
      regulation of any administrative agency, regulatory authority or other
      governmental body having jurisdiction over the Company; and

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

        Certain terms, used principally in Article Nine, are defined in that
Article.

        "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 through one or
more intermediaries, 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 (other than the Company
or an Affiliate of the Company) authorized by the Trustee pursuant to Section
915 to act on behalf of the Trustee to authenticate one or more series of
Securities.

        "AUTHORIZED OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer, any Assistant Treasurer, or any other officer or
agent of the Company duly authorized by the Board of Directors to act in respect
of matters relating to this Indenture.

        "BOARD OF DIRECTORS" means either the board of directors of the Company
or any committee thereof duly authorized to act in respect of matters relating
to this Indenture.

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

        "BUSINESS DAY", when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of
<PAGE>
 
                                      -3-

Payment or other location are generally authorized or required by law,
regulation or executive order to remain closed, except as may be otherwise
specified as contemplated by Section 301.

               "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 date of execution and delivery of
this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, per forming
such duties at such time.

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

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

               "CORPORATE TRUST OFFICE" means the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
Indenture is located at 101 Barclay Street, New York, New York 10286.

               "CORPORATION" means a corporation, association, company, joint
stock company or business trust.

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

               "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 802.
"Interest" with respect to a Discount Security means interest, if any, borne by
such Security at a Stated Interest Rate.

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

               "ELIGIBLE OBLIGATIONS" means:

               (a)  with respect to Securities denominated in Dollars, 
      Government Obligations; or

               (b) with respect to Securities denominated in a currency other
      than Dollars or in a composite currency, such other obligations or
      instruments as shall be specified with respect to such Securities, as
      contemplated by Section 301.

               "EVENT OF DEFAULT" has the meaning specified in Section 801.
<PAGE>
 
                                      -4-


         "GOVERNMENTAL AUTHORITY" means the government of the United States or
of any State or Territory thereof or of the District of Columbia or of any
county, municipality or other political subdivision of any of the foregoing, or
any department, agency, authority or other instrumentality of any of the
foregoing.

         "GOVERNMENT OBLIGATIONS" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         and entitled to the benefit of the full faith and credit thereof; and

                  (b) certificates, depositary receipts or other instruments
         which evidence a direct ownership interest in obligations described in
         clause (a) above or in any specific interest or principal payments due
         in respect thereof; provided, however, that the custodian of such
         obligations or specific interest or principal payments shall be a bank
         or trust company (which may include the Trustee or any Paying Agent)
         subject to Federal or state supervision or examination with a combined
         capital and surplus of at least $50,000,000; and provided, further,
         that except as may be otherwise required by law, such custodian shall
         be obligated to pay to the holders of such certificates, depositary
         receipts or other instruments the full amount received by such
         custodian in respect of such obligations or specific payments and shall
         not be permitted to make any deduction therefrom.

         "HOLDER" means a Person in whose name a Security is registered in the 
Security Register.

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

         "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 provided in such Security or in this Indenture, whether at the
Stated Maturity, by declaration of acceleration, upon call for redemption or
otherwise.

         "OFFICER'S CERTIFICATE" means a certificate signed by an Authorized 
Officer and delivered to the Trustee.
<PAGE>
 
                                      -5-


         "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, or other counsel acceptable to the Trustee.

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

                  (a)  Securities theretofore canceled or delivered to the 
         Security Registrar for cancellation;

                  (b)  Securities deemed to have been paid in accordance with 
         Section 701; and

                  (c) 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 and the Company that such
         Securities are held by a bona fide purchaser or purchasers in whose
         hands such Securities are valid obligations of the Company;

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

                  (x) Securities owned by the Company or any other obligor upon
         the Securities or any Affiliate of the Company or of such other obligor
         (unless the Company, such Affiliate or such obligor owns all Securities
         Outstanding under this Indenture, or (except for the purposes of
         actions to be taken by Holders of (i) more than one series voting as a
         class under Section 812 or (ii) more than one series or more than one
         Tranche, as the case may be, voting as a class under Section 1202) all
         Outstanding Securities of each such series and each such Tranche, as
         the case may be, determined without regard to this clause (x)) shall be
         disregarded and deemed not to be Out standing, 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; provided, however, that Securities so owned which have
         been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the pledgee's
         right so to act with respect to such Securities and that the pledgee is
         not the Company or any other obligor upon the Securities or any
         Affiliate of the Company or of such other obligor; and
<PAGE>
 
                                      -6-


                  (y) the principal amount of a Discount Security that shall be
         deemed to be Outstanding for such purposes shall be the amount of the
         principal thereof that would be due and payable as of the date of such
         determination upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 802;

provided, further, that, in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all
purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid.

         "PAYING AGENT" means any Person, including the Company, authorized by
the Company to pay the principal of, and premium, if any, or interest, if any,
on any Securities on behalf of the Company.

         "PERIODIC OFFERING" means an offering of Securities of a series from
time to time any or all of the specific terms of which Securities, including
without limitation the rate or rates of interest, if any, thereon, the Stated
Maturity or Maturities thereof and the redemption pro visions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

         "PERSON" means any individual, corporation, partnership, joint venture,
trust or unincorporated organization or any Governmental Authority.

         "PLACE OF PAYMENT", when used with respect to the Securities of any
series, or any Tranche thereof, means the place or places, specified as
contemplated by Section 301, at which, subject to Section 602, principal of and
premium, if any, and interest, if any, on the Securities of such series or
Tranche are payable.

         "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 the extent
lawful) 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.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.
<PAGE>
 
                                      -7-


         "REQUIRED CURRENCY" has the meaning specified in Section 311.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any securities authenticated and delivered
under this Indenture.

         "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
Securities of any series means a date fixed by the Trustee pursuant to Section
307.

         "STATED INTEREST RATE" means a rate (whether fixed or variable) at
which an obligation by its terms is stated to bear simple interest. Any
calculation or other determination to be made under this Indenture by reference
to the Stated Interest Rate on a Security shall be made without regard to the
effective interest cost to the Company of such Security and without regard to
the Stated Interest Rate on, or the effective cost to the Company of, any other
indebtedness in respect of which the Company's obligations are evidenced or
secured in whole or in part by such Security.

         "STATED MATURITY", when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

         "TRANCHE" means a group of Securities which (a) are of the same series
and (b) have identical terms except as to principal amount and/or date of
issuance.

         "TRUST INDENTURE ACT" means, as of any time, the Trust Indenture Act of
1939, or any successor statute, as in effect at such time.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture 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.

         "UNITED STATES" means the United States of America, its Territories,
its possessions and other areas subject to its political jurisdiction.
<PAGE>
 
                                      -8-


SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

                  Except as otherwise expressly provided in this Indenture, upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall, if requested by the
Trustee, furnish to the Trustee an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action (including any covenants compliance with which constitutes a
condition precedent) 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 speci fically 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:

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

                  (b) 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;

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

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the
<PAGE>
 
                                      -9-


certificate or opinion or representations with respect to the matters upon which
such Officer's Certificate or opinion are 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.

                  Whenever, subsequent to the receipt by the Trustee of any
Board Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.

SECTION 104.  ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
         consent, election, waiver or other action provided by 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 or,
         alternatively, may be embodied in and evidenced by the record of
         Holders voting in favor thereof, either in person or by proxies duly
         appointed in writing, at any meeting of Holders duly called and held in
         accordance with the provisions of Article Thirteen, or a combination of
         such instruments and any such record. Except as herein otherwise
         expressly provided, such action shall become effective when such
         instrument or instruments or record or both are delivered to the
         Trustee and, where it is hereby expressly required, to the Company.
         Such instrument
<PAGE>
 
                                     -10-


         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 901) 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 shall be proved in the manner provided in
         Section 1306.

                  (b) The fact and date of the execution by any Person of any
         such instrument or writing may be proved by the affidavit of a witness
         of such execution or by a certificate of a notary public or other
         officer authorized by law to take acknowledgments of deeds, certifying
         that the individual signing such instrument or writing acknowledged to
         him the execution thereof or may be proved in any other manner which
         the Trustee and the Company deem sufficient. Where such execution is by
         a signer acting in a capacity other than his individual capacity, such
         certificate or affidavit shall also constitute sufficient proof of his
         authority.

                  (c) The principal amount (except as otherwise contemplated in
         clause (y) of the first proviso to the definition of Outstanding) and
         serial numbers of Securities held by any Person, and the date of
         holding the same, shall be proved by the Security Register.

                  (d) Any request, demand, authorization, direction, notice,
         consent, election, waiver or other Act of a Holder 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.

                  (e) Until such time as written instruments shall have been
         delivered to the Trustee with respect to the requisite percentage of
         principal amount of Securities for the action contemplated by such
         instruments, any such instrument executed and delivered by or on behalf
         of a Holder may be revoked with respect to any or all of such
         Securities by written notice by such Holder or any subsequent Holder,
         proven in the manner in which such instrument was proven.

                  (f) Securities of any series, or any Tranche thereof,
         authenticated and delivered after any Act of Holders may, and shall if
         required by the Trustee, bear a notation in form approved by the
         Trustee as to any action taken by such Act of Holders. If the Company
         shall so determine, new Securities of any series, or any Tranche
         thereof, so modified as to conform, in the opinion of the Trustee and
         the Company, to such action may be prepared and executed by the Company
         and
<PAGE>
 
                                     -11-


         authenticated and delivered by the Trustee in exchange for Outstanding
         Securities of such series or Tranche.

                  (g) If the Company shall solicit from Holders any request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         the Company may, at its option, fix in advance a record date for the
         determination of Holders entitled to give such request, demand,
         authorization, direction, notice, consent, waiver or other Act, but the
         Company shall have no obligation to do so. If such a record date is
         fixed, such request, demand, authorization, direction, notice, consent,
         waiver or other Act may be given before or after such record date, but
         only the Holders of record at the close of business on the record date
         shall be deemed to be Holders for the purposes of determining whether
         Holders of the requisite proportion of the Outstanding Securities have
         authorized or agreed or consented to such request, demand,
         authorization, direction, notice, consent, waiver or other Act, and for
         that purpose the Outstanding Securities shall be computed as of the
         record date.

SECTION 105.  NOTICES, ETC. TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, election, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with, the Trustee by any Holder or by the Company, or the Company by the Trustee
or by any Holder, shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and delivered personally to
an officer or other responsible employee of the addressee, or transmitted by
facsimile transmission or other direct written electronic means to such
telephone number or other electronic communications address as the parties
hereto shall from time to time designate, or transmitted by certified or
registered mail, charges prepaid, to the applicable address set opposite such
party's name below or to such other address as either party hereto may from time
to time designate:

                  If to the Trustee, to:

                  The Bank of New York
                  101 Barclay Street - 21W
                  New York, New York  10286

                  Attention:        Vice President, Corporate Trust 
                                     Administration
                  Telephone:        (212) 815-5375
                  Telecopy:         (212) 815-5915

                  If to the Company, to:

                  ENSERCH Corporation
<PAGE>
 
                                     -12-


                  1601 Bryan Street
                  Dallas, Texas  75201

                  Attention:        __________
                  Telephone:
                  Telecopy:


                  Any communication contemplated herein shall be deemed to have
been made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission or other direct written
electronic means, on the date of transmission, and if transmitted by certified
or registered mail, on the date of receipt.

SECTION 106.  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given, and shall be deemed given, to Holders if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at
the address of such Holder as it appears in the Security Register, not later
than the latest date, if any, and not earlier than the earliest date, if any,
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 to
Holders by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient no tification for every purpose
hereunder. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.

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

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision hereof which is required or deemed to be
included in this Indenture by, or is otherwise governed by, any of the
provisions of the Trust Indenture Act, such other provision shall control; and
if any provision hereof otherwise conflicts with the Trust Indenture Act, the
Trust Indenture Act shall control.
<PAGE>
 
                                     -13-


SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.  SUCCESSORS AND ASSIGNS.

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

SECTION 110.  SEPARABILITY CLAUSE.

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

SECTION 111.  BENEFITS OF INDENTURE.

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

SECTION 112.  GOVERNING LAW.

              THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT THAT THE LAW OF ANY OTHER JURISDICTION SHALL BE MANDATORILY APPLICABLE.

SECTION 113.  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 other than a provision in Securities of any series, or any Tranche
thereof, or in the Board Resolution or Officer's Certificate which establishes
the terms of the Securities of such series or Tranche, which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal and premium, if any, need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment, with the same force and effect, and in the same amount, as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the
case may be, and, if such payment is made or duly provided for on such Business
Day, 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, to such Business Day.
<PAGE>
 
                                     -14-



                                  ARTICLE TWO

                                SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

              The definitive Securities of each series shall be in substantially
the form or forms thereof established in the indenture supplemental hereto
establishing such series or in a Board Resolution establishing such series, or
in an Officer's Certificate pursuant to such supplemental indenture or Board
Resolution, 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 Secu rities, as evidenced by their
execution of the Securities. If the form or forms of Securities of any series
are established in a Board Resolution or in an Officer's Certificate pursuant to
a Board Resolution, such Board Resolution and Officer's Certificate, if any,
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

              Unless otherwise specified as contemplated by Sections 301 or
1201(g), the Securities of each series shall be issuable in registered form
without coupons. The definitive Securities shall be produced in such manner as
shall be determined by the officers executing such Securities, as evidenced by
their execution thereof.

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

              The Trustee's certificate of authentication shall be in
substantially the form set forth below:

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

Dated:
                                         ---------------------------------
                                         as Trustee


                                         By:
                                             -----------------------------
                                                  Authorized Signatory
<PAGE>
 
                                     -15-


                                 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. Subject to
the last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

                  (b) any limit upon the aggregate principal amount of the
         Securities of such series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of such series pursuant to Section 304, 305, 306, 406
         or 1206 and except for any Securities which, pursuant to Section 303,
         are deemed never to have been authenticated and delivered hereunder);

                  (c) the Person or Persons (without specific identification) to
         whom interest on Securities of such series, or any Tranche thereof,
         shall be payable on any Interest Payment Date, if other than the
         Persons in whose names such Securities (or one or more Predecessor
         Securities) are registered at the close of business on the Regular
         Record Date for such interest;

                  (d) the date or dates on which the principal of the Securities
         of such series, or any Tranche thereof, is payable or any formulary or
         other method or other means by which such date or dates shall be
         determined, by reference to an index or other fact or event
         ascertainable outside of this Indenture or otherwise (without regard to
         any provisions for redemption, prepayment, acceleration, purchase or
         extension);

                  (e) the rate or rates at which the Securities of such series,
         or any Tranche thereof, shall bear interest, if any (including the rate
         or rates at which overdue principal shall bear interest, if different
         from the rate or rates at which such Securities shall bear interest
         prior to Maturity, and, if applicable, the rate or rates at which
         overdue premium or interest shall bear interest, if any), or any
         formulary or other method or other means by which such rate or rates
         shall be determined, by reference
<PAGE>
 
                                     -16-


         to an index or other fact or event ascertainable outside of this
         Indenture or otherwise; 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, if any, for the interest
         payable on such Securities on any Interest Payment Date; and the basis
         of computation of interest, if other than as provided in Section 310;

                  (f) the place or places at which or methods by which (1) the
         principal of and premium, if any, and interest, if any, on Securities
         of such series, or any Tranche thereof, shall be payable, (2)
         registration of transfer of Securities of such series, or any Tranche
         thereof, may be effected, (3) exchanges of Securities of such series,
         or any Tranche thereof, may be effected and (4) notices and demands to
         or upon the Company in respect of the Securities of such series, or any
         Tranche thereof, and this Indenture may be served; the Security
         Registrar for such series or Tranche; and if such is the case, that the
         principal of such Securities shall be payable without presentment or
         surrender thereof;

                  (g) the period or periods within which, or the date or dates
         on which, the price or prices at which and the terms and conditions
         upon which the Securities of such series, or any Tranche thereof, may
         be redeemed, in whole or in part, at the option of the Company and any
         restrictions on such redemptions, including but not limited to a
         restriction on a partial redemption by the Company of the Securities of
         any series, or any Tranche thereof, resulting in delisting of such
         Securities from any national exchange;

                  (h) the obligation or obligations, if any, of the Company to
         redeem or purchase the Securities of such series, or any Tranche
         thereof, pursuant to any sinking fund or other mandatory redemption
         provisions or at the option of a Holder thereof and the period or
         periods within which or the date or dates on which, the price or prices
         at which and the terms and conditions upon which such Securities shall
         be redeemed or purchased, in whole or in part, pursuant to such
         obligation, and applicable exceptions to the requirements of Section
         404 in the case of mandatory redemption or redemption at the option of
         the Holder;

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

                  (j) 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 such series, or any Tranche
         thereof, shall be payable (if other than in Dollars);

                  (k)  if the principal of or premium, if any, or interest, if 
         any, on the Securities of such series, or any Tranche thereof, are to
         be payable, at the election of the
<PAGE>
 
                                     -17-


         Company or a Holder thereof, in a coin or currency other than that in
         which the Securities are stated to be payable, the period or periods
         within which and the terms and conditions upon which, such election may
         be made;

                  (l) if the principal of or premium, if any, or interest, if
         any, on the Securities of such series, or any Tranche thereof, are to
         be payable, or are to be payable at the election of the Company or a
         Holder thereof, in securities or other property, the type and amount of
         such securities or other property, or the formulary or other method or
         other means by which such amount shall be determined, and the period or
         periods within which, and the terms and conditions upon which, any such
         election may be made;

                  (m) if the amount payable in respect of principal of or
         premium, if any, or interest, if any, on the Securities of such series,
         or any Tranche thereof, may be determined with reference to an index or
         other fact or event ascertainable outside of this Indenture, the manner
         in which such amounts shall be determined to the extent not established
         pursuant to clause (e) of this paragraph;

                  (n) if other than the principal amount thereof, the portion of
         the principal amount of Securities of such series, or any Tranche
         thereof, which shall be payable upon declaration of acceleration of the
         Maturity thereof pursuant to Section 802;

                  (o) any Events of Default, in addition to those specified in
         Section 801, with respect to the Securities of such series, and any
         covenants of the Company for the benefit of the Holders of the
         Securities of such series, or any Tranche thereof, in addition to those
         set forth in Article Six;

                  (p) the terms, if any, pursuant to which the Securities of
         such series, or any Tranche thereof, may be converted into or exchanged
         for shares of capital stock or other securities of the Company or any
         other Person;

                  (q) the obligations or instruments, if any, which shall be
         considered to be Eligible Obligations in respect of the Securities of
         such series, or any Tranche thereof, denominated in a currency other
         than Dollars or in a composite currency, and any additional or
         alternative provisions for the reinstatement of the Company's
         indebtedness in respect of such Securities after the satisfaction and
         discharge thereof as provided in Section 701;

                  (r) if the Securities of such series, or any Tranche thereof,
         are to be issued in global form, (i) any limitations on the rights of
         the Holder or Holders of such Securities to transfer or exchange the
         same or to obtain the registration of transfer thereof, (ii) any
         limitations on the rights of the Holder or Holders thereof to obtain
<PAGE>
 
                                     -18-


         certificates therefor in definitive form in lieu of temporary form and
         (iii) any and all other matters incidental to such Securities;

                  (s) if the Securities of such series, or any Tranche thereof,
         are to be issuable as bearer securities, any and all matters incidental
         thereto which are not specifically addressed in a supplemental
         indenture as contemplated by clause (g) of Section 1201;

                  (t) to the extent not established pursuant to clause (r) of
         this paragraph, any limitations on the rights of the Holders of the
         Securities of such Series, or any Tranche thereof, to transfer or
         exchange such Securities or to obtain the registration of transfer
         thereof; and if a service charge will be made for the registration of
         transfer or exchange of Securities of such series, or any Tranche
         thereof, the amount or terms thereof;

                  (u) any exceptions to Section 113, or variation in the
         definition of Business Day, with respect to the Securities of such
         series, or any Tranche thereof; and

                  (v) any other terms of the Securities of such series, or any 
         Tranche thereof, not inconsistent with the provisions of this
         Indenture.

              With respect to Securities of a series subject to a Periodic
Offering, the indenture supplemental hereto or the Board Resolution which
establishes such series, or the Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of Securities of such series, or any Tranche thereof,
shall be specified in a Company Order or that such terms shall be determined by
the Company or its agents in accordance with procedures specified in a Company
Order as contemplated by the clause (b) of Section 303.

SECTION 302.  DENOMINATIONS.

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

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

              Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, the Securities
shall be executed on behalf of the Company by an Authorized Officer and may have
the corporate seal of the Company affixed thereto or reproduced thereon attested
by any other Authorized Officer or by the Secretary or an Assistant Secretary of
the Company. The signature of any or all of these officers on the Securities may
be manual or facsimile.
<PAGE>
 
                                     -19-

                  Securities bearing the manual or facsimile signatures of
individuals who were at the time of execution Authorized Officers or the
Secretary or an Assistant Secretary 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.

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

                  (a)  the instrument or instruments establishing the form or 
         forms and terms of such series, as provided in Sections 201 and 301;

                  (b) a Company Order requesting the authentication and delivery
         of such Securities and, to the extent that the terms of such Securities
         shall not have been established in an indenture supplemental hereto or
         in a Board Resolution, or in an Officer's Certificate pursuant to a
         supplemental indenture or Board Resolution, all as contemplated by
         Sections 201 and 301, either (i) establishing such terms or (ii) in the
         case of Securities of a series subject to a Periodic Offering,
         specifying procedures, acceptable to the Trustee, by which such terms
         are to be established (which procedures may provide, to the extent
         acceptable to the Trustee, for authentication and delivery pursuant to
         oral or electronic instructions from the Company or any agent or agents
         thereof, which oral instructions are to be promptly confirmed
         electronically or in writing), in either case in accordance with the
         instrument or instruments delivered pursuant to clause (a) above;

                  (c) the Securities of such series, executed on behalf of the
         Company by an Authorized Officer;

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

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

                           (ii) the terms of such Securities have been duly
                  authorized by the Company and have been established in
                  conformity with the provisions of this Indenture; and

                           (iii) such Securities, when authenticated and
                  delivered by the Trustee and issued and delivered by the
                  Company in the manner and subject to any conditions specified
                  in such Opinion of Counsel, will have been duly issued under
                  this Indenture and will constitute valid and legally binding
                  obligations
<PAGE>
 
                                     -20-


                  of the Company, entitled to the benefits provided by this
                  Indenture, and enforceable in accordance with their terms,
                  subject, as to enforcement, to laws relating to or affecting
                  generally the enforcement of creditors' rights, including,
                  without limitation, bankruptcy and insolvency laws and to
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law);

provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Securities (provided that such Opinion of Counsel addresses the authentication
and delivery of all Securities of such series) and that in lieu of the opinions
described in clauses (ii) and (iii) above Counsel may opine that:

                           (x) when the terms of such Securities shall have been
                  established pursuant to a Company Order or Orders or pursuant
                  to such procedures (acceptable to the Trustee) as may be
                  specified from time to time by a Company Order or Orders, all
                  as contemplated by and in accordance with the instrument or
                  instruments delivered pursuant to clause (a) above, such terms
                  will have been duly authorized by the Company and will have
                  been established in conformity with the provisions of this
                  Indenture; and

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

                  With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form, terms thereof and the legality,
validity, binding effect and enforceability thereof, and compliance of the
authentication and delivery thereof with the terms and conditions of this
Indenture, upon the Opinion of Counsel and other documents delivered pursuant to
Sections 201 and 301 and this Section, as applicable, at or prior to the time of
the first authentication of Securities of such series unless and until such
opinion or other documents have been superseded or revoked or expire by their
terms. In connection with the authentication and delivery of Securities of a
series subject to a Periodic Offering, the Trustee shall be entitled to
<PAGE>
 
                                     -21-


assume that the Company's instructions to authenticate and deliver such
Securities do not violate any applicable law or any applicable rule, regulation
or order of any Governmental Authority having jurisdiction over the Company.

              If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

              Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, each Security shall
be dated the date of its authentication.

              Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, no Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee or an Authenticating Agent
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.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309
together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.

SECTION 304.  TEMPORARY SECURITIES.

              Pending the preparation of definitive Securities of any series, or
any Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the defi nitive Securities in lieu
of which they are issued, 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; provided,
however, that temporary Securities need not recite specific redemption, sinking
fund, conversion or exchange provisions.
<PAGE>
 
                                     -22-


              Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, after the
preparation of definitive Securities of such series or Tranche, the temporary
Securities of such series or Tranche shall be exchangeable, without charge to
the Holder thereof, for definitive Securities of such series or Tranche upon
surrender of such temporary Securities at the office or agency of the Company
maintained pursuant to Section 602 in a Place of Payment for such Securities.
Upon such surrender of temporary Securities for such exchange, the Company
shall, except as aforesaid, execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Securities of the same series and
Tranche of authorized denominations and of like tenor and aggregate principal
amount.

              Until exchanged in full as hereinabove provided, temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and Tranche and of like
tenor authenticated and delivered hereunder.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

              The Company shall cause to be kept in each office designated
pursuant to Section 602, with respect to the Securities of each series, a
register (all registers kept in accordance with this Section being collectively
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 Securities of such series, or any Tranche thereof, and the registration of
transfer thereof. The Company shall designate one Person to maintain the
Security Register for the Securities of each series on a consolidated basis, and
such Person is referred to herein, with respect to such series, as the "Security
Registrar." Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with
respect to the Securities of one or more series shall be maintained, and the
Company may designate itself the Security Registrar with respect to one or more
of such series. The Security Register shall be open for inspection by the
Trustee and the Company at all reasonable times.

              Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.

              Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder, for one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal
<PAGE>
 
                                     -23-


amount, upon surrender of the Securities to be exchanged at any such office or
agency. 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 delivered upon any registration of transfer or
exchange of Securities shall be 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 Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Trustee or
the Security Registrar) be duly endorsed or shall be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Trustee or the
Security Registrar, as the case may be, duly executed by the Holder thereof or
his attorney duly authorized in writing.

                  Unless otherwise specified as contemplated by Section 301 with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any regis tration of transfer or exchange of Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 406 or 1206 not involving any transfer.

                  The Company shall not be required to execute or to provide for
the registration of transfer of or the exchange of (a) Securities of any series,
or any Tranche thereof, during a period of 15 days immediately preceding the
date notice is to be given identifying the serial numbers of the Securities of
such series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If any mutilated Security 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 and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the ownership of and the destruction, loss or
theft of any Security and (b) such security or indemnity as may be reasonably
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
is held by a Person purporting to be the owner of such Security, the Company
shall execute and the Trustee shall authenticate and deliver, in lieu of any
such
<PAGE>
 
                                     -24-


destroyed, lost or stolen Security, a new Security of the same series and
Tranche, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

              Notwithstanding the foregoing, in case any such mutilated,
destroyed, lost or stolen Security 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.

              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
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.

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

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

              Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, interest on any
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.

              Any interest on any 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 related 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 (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a date (herein called 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 Security
         of such series and the date of
<PAGE>
 
                                     -25-


         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 on or prior
         to the date of the proposed payment, such money when deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company, shall promptly
         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 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. 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 Securities of such series (or their respective
         Predecessor Securities) are registered at the close of business on such
         Special Record Date.

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

SECTION 308.  PERSONS DEEMED OWNERS.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Sections 305 and 307) interest, if any, 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 notice to the contrary.
<PAGE>
 
                                     -26-


SECTION 309.  CANCELLATION BY SECURITY REGISTRAR.

              All Securities surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the
Security Registrar, be delivered to the Security Registrar and, if not
theretofore canceled, shall be promptly canceled by the Security Registrar. The
Company may at any time deliver to the Security Registrar for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever or which the Company shall not have
issued and sold, and all Securities so delivered shall be promptly canceled by
the Security Registrar. 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 held by the
Security Registrar shall be disposed of in accordance with a Company Order
delivered to the Security Registrar and the Trustee, and the Security Registrar
shall promptly deliver a certificate of disposition to the Trustee and the
Company unless, by a Company Order, similarly delivered, the Company shall
direct that canceled Securities be returned to it. The Security Registrar shall
promptly deliver evidence of any cancellation of a Security in accordance with
this Section 309 to the Trustee and the Company.

SECTION 310.  COMPUTATION OF INTEREST.

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

SECTION 311.  PAYMENT TO BE IN PROPER CURRENCY.

              In the case of the Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite
currency (the "Required Currency"), except as otherwise specified with respect
to such Securities as contemplated by Section 301, the obligation of the Company
to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or
re covery by the Trustee, in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.
<PAGE>
 
                                     -27-


                                 ARTICLE FOUR

                           REDEMPTION OF SECURITIES

SECTION 401.  APPLICABILITY OF ARTICLE.

              Securities of any series, or any Tranche thereof, 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 such series or Tranche) in accordance with this Article.

SECTION 402.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

              The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or an Officer's Certificate. The Company shall,
at least 45 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 such Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (b) 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 Officer's Certificate
evidencing compliance with such restriction or condition.

SECTION 403.  SELECTION OF SECURITIES TO BE REDEEMED.

              If less than all the Securities of any series, or any Tranche
thereof, are to be redeemed, the particular Securities to be redeemed shall be
selected by the Trustee from the Outstanding Securities of such series or
Tranche not previously called for redemption, by such method as shall be
provided for any particular series, or, in the absence of any such provision, 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 such series or Tranche or any integral multiple
thereof) of the principal amount of Securities of such series or Tranche of a
denomination larger than the minimum authorized denomination for Securities of
such series or Tranche; provided, however, that if, as indicated in an Officer's
Certificate, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche thereof,
and less than all of such Securities as to which such offer was made shall have
been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such
Securities which have not been so tendered.

              The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected to be redeemed in part, the principal amount thereof
to be redeemed.
<PAGE>
 
                                     -28-


                  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 404.  NOTICE OF REDEMPTION.

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

                  All notices of redemption shall state:

                  (a)  the Redemption Date,

                  (b)  the Redemption Price,

                  (c) if less than all the Securities of any series or Tranche
         are to be redeemed, the identification of the particular Securities to
         be redeemed and the portion of the principal amount of any Security to
         be redeemed in part,

                  (d) that on the Redemption Date the Redemption Price, together
         with accrued interest, if any, to the Redemption Date, 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,

                  (e) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any, unless it shall have been specified as contemplated by Section
         301 with respect to such Securities that such surrender shall not be
         required,

                  (f)  that the redemption is for a sinking or other fund, if 
         such is the case, and

                  (g)  such other matters as the Company shall deem desirable 
         or appropriate.

                  Unless otherwise specified with respect to any Securities in
accordance with Section 301, with respect to any notice of redemption of
Securities at the election of the Company, unless, upon the giving of such
notice, such Securities shall be deemed to have been paid in accordance with
Section 701, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on such Securities and that if
such money shall not have been so received such notice shall be of no force or
effect and the Company shall not be required to
<PAGE>
 
                                     -29-


redeem such Securities. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made, and the Paying Agent
or Agents for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities which had been surrendered
for payment upon such redemption.

              Notice of redemption of Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a condition for
redemption as aforesaid, shall be given by the Company or, at the Company's
request, by the Security Registrar in the name and at the expense of the
Company. Notice of mandatory redemption of Securities shall be given by the
Security Registrar in the name and at the expense of the Company.

SECTION 405.  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 or portions thereof 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, in the case of an unconditional notice of redemption,
the Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities or portions thereof, if interest-bearing,
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with such notice, such Security or portion thereof shall be paid
by the Company at the Redemption Price, together with accrued interest, if any,
to the Redemption Date; provided, however, that no such surrender shall be a
condition to such payment if so specified as contemplated by Section 301 with
respect to such Security; and provided, further, that except as otherwise
specified as contemplated by Section 301 with respect to such Security, any
installment of interest on any Security the Stated Maturity of which installment
is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close
of business on the related Regular Record Date according to the terms of such
Security and subject to the provisions of Section 307.

SECTION 406.  SECURITIES REDEEMED IN PART.

              Upon the surrender of any Security which is to be redeemed only in
part at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), 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 and Tranche, of
any authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount
<PAGE>
 
                                     -30-


equal to and in exchange for the unredeemed portion of the principal of the 
Security so surrendered.


                                 ARTICLE FIVE

                                 SINKING FUNDS

SECTION 501.  APPLICABILITY OF ARTICLE.

              The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of any series, or any Tranche
thereof, except as otherwise specified as contemplated by Section 301 for
Securities of such series or Tranche.

              The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series, or any Tranche thereof, 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, or
any Tranche thereof, is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Securities of any series, or any
Tranche thereof, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 502. Each sinking fund payment shall be applied
to the redemption of Securities of the series or Tranche in respect of which it
was made as provided for by the terms of such Securities.

SECTION 502.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

              The Company (a) may deliver to the Trustee Outstanding
Securities (other than any previously called for redemption) of a series or
Tranche in respect of which a mandatory sinking fund payment is to be made and
(b) may apply as a credit Securities of such series or Tranche 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 such mandatory sinking fund payment with respect to the
Securities of such series; provided, however, that no Securities shall be
applied in satisfaction of a mandatory sinking fund payment if such Securities
shall have been previously so applied. Securities so applied 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 mandatory sinking fund payment shall be reduced accordingly.
<PAGE>
 
                                     -31-


SECTION 503.  REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 45 days prior to each sinking fund payment date
for the Securities of any series, or any Tranche thereof, the Company shall
deliver to the Trustee an Officer's Certificate specifying:

                  (a) the amount of the next succeeding mandatory sinking fund
         payment for such series or Tranche;

                  (b) the amount, if any, of the optional sinking fund payment
         to be made together with such mandatory sinking fund payment;

                  (c) the aggregate sinking fund payment;

                  (d) the portion, if any, of such aggregate sinking fund
         payment which is to be satisfied by the payment of cash;

                  (e) the portion, if any, of such aggregate sinking fund
         payment which is to be satisfied by delivering and crediting Securities
         of such series or Tranche pursuant to Section 502 and stating the basis
         for such credit and that such Securities have not previously been so
         credited, and the Company shall also deliver to the Trustee any
         Securities to be so delivered. If the Company shall not deliver such
         Officer's Certificate, the next succeeding sinking fund payment for
         such series shall be made entirely in cash in the amount of the
         mandatory sinking fund payment. 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 403 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 404. Such notice having been duly given, the redemption of such
         Securities shall be made upon the terms and in the manner stated in
         Sections 405 and 406.


                                  ARTICLE SIX

                                   COVENANTS

SECTION 601.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company shall pay the principal of and premium, if any,
and interest, if any, on the Securities of each series in accordance with the
terms of such Securities and this Indenture.
<PAGE>
 
                                     -32-


SECTION 602.  MAINTENANCE OF OFFICE OR AGENCY.

              The Company shall maintain in each Place of Payment for the
Securities of each series, or any Tranche thereof, an office or agency where
payment of such Securities shall be made, where the registration of transfer or
exchange of such Securities may be effected and where notices and demands to or
upon the Company in respect of such Securities and this Indenture may be served.
The Company shall give prompt written notice to the Trustee of the location, and
any change in the location, of each such office or agency and prompt notice to
the Holders of any such change in the manner specified in Section 106. If at any
time the Company shall fail to maintain any such required office or agency in
respect of Securities of any series, or any Tranche thereof, or shall fail to
furnish the Trustee with the address thereof, payment of such Securities shall
be made, registration of transfer or exchange thereof may be effected and
notices and demands in respect thereof may be served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
for all such purposes in any such event.

              The Company may also from time to time designate one or more other
offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to
time rescind such designations; provided, however, that, unless otherwise
specified as contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency for such purposes
in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company shall give prompt written notice to the Trustee,
and prompt notice to the Holders in the manner specified in Section 106, of any
such designation or rescission and of any change in the location of any such
other office or agency.

              Anything herein to the contrary notwithstanding, any office or
agency required by this Section may be maintained at an office of the Company,
in which event the Company shall perform all functions to be performed at such
office or agency.

SECTION 603.  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 the Securities of any series, or any Tranche thereof, it shall,
on or before each due date of the principal of and premium, if any, and
interest, if any, on any of such Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal
and premium or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided. The Company shall promptly
notify the Trustee of any failure by the Company (or any other obligor on such
Securities) to make any payment of principal of or premium, if any, or interest,
if any, on such Securities.
<PAGE>
 
                                     -33-


                  Whenever the Company shall have one or more Paying Agents for
the Securities of any series, or any Tranche thereof, it shall, on or before
each due date of the principal of and premium, if any, and interest, if any, on
such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such
sums 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 shall promptly notify the Trustee of any failure by it so to act.

                  The Company shall cause each Paying Agent for the Securities
of any series, or any Tranche thereof, other than the Company or 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 shall:

                  (a) hold all sums held by it for the payment of the principal
         of and premium, if any, or interest, if any, on such Securities 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;

                  (b) give the Trustee notice of any failure by the Company (or
         any other obligor upon such Securities) to make any payment of
         principal of or premium, if any, or interest, if any, on such
         Securities; and

                  (c) at any time during the continuance of any such failure,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent and furnish to the
         Trustee such information as it possesses regarding the names and
         addresses of the Persons entitled to such sums.

                  The Company may at any time pay, or by Company Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent and, if
so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of and
premium, if any, or interest, if any, on any Security and remaining unclaimed
for two years after such principal and premium, if any, or interest has become
due and payable shall be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment
or discharge, the Holder of such Security shall, as an unsecured general
creditor and not as a Holder of an Outstanding Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, and
all liability of the Trustee or such
<PAGE>
 
                                     -34-

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 payment to the
Company, may at the expense of the Company cause to be mailed, on one occasion
only, notice to such Holder 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 mailing, any unclaimed balance of such money then remaining will be paid to
the Company.

SECTION 604.  CORPORATE EXISTENCE.

                  Subject to the rights of the Company under Article Eleven, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence.

SECTION 605.  MAINTENANCE OF PROPERTIES.

                  The Company shall cause (or, with respect to property owned in
common with others, make reasonable effort to cause) all its properties used or
useful in the conduct of its business to be maintained and kept in good
condition, repair and working order and shall cause (or, with respect to
property owned in common with others, make reasonable effort to cause) to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as, in the judgment of the Company, may be necessary so that the
business carried on in connection therewith may be properly conducted; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing, or causing the discontinuance of, the operation and maintenance
of any of its properties if such discontinuance is, in the judgment of the
Company, desirable in the conduct of its business.

SECTION 606.  ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

                  Not later than June 1 in each year, commencing June 1, 1998,
the Company shall deliver to the Trustee an Officer's Certificate which need not
comply with Section 102, executed by the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
as to such officer's knowledge of the Company's compliance with all conditions
and covenants under this Indenture, such compliance to be determined without
regard to any period of grace or requirement of notice under this Indenture.

SECTION 607.  WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in (a) Section 602 or any additional
covenant or restriction specified with respect to the Securities of any series,
or any Tranche thereof, as contemplated by Section 301, if before the time for
such compliance the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series and Tranches with respect to which
<PAGE>
 
                                     -35-

compliance with Section 602 or such additional covenant or restriction is to be
omitted, considered as one class, shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term,
provision or condition and (b) Section 604, 605 or Article Eleven if before the
time for such compliance the Holders of a majority in principal amount of
Securities Outstanding under this Indenture shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition; but, in the case of (a) or (b), 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 SEVEN

                          SATISFACTION AND DISCHARGE

SECTION 701.  SATISFACTION AND DISCHARGE OF SECURITIES.

                  Any Security or Securities, or any portion of the principal
amount thereof, shall be deemed to have been paid for all purposes of this
Indenture, and the entire indebtedness of the Company in respect thereof shall
be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:

                  (a)  money in an amount which shall be sufficient, or

                  (b) in the case of a deposit made prior to the Maturity of
         such Securities or portions thereof, Eligible Obligations, which shall
         not contain provisions permitting the redemption or other prepayment
         thereof at the option of the issuer thereof, the princi pal of and the
         interest on which when due, without any regard to reinvestment thereof,
         will provide moneys which, together with the money, if any, deposited
         with or held by the Trustee or such Paying Agent, shall be sufficient,
         or

                  (c)  a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any, due
and to become due on such Securities or portions thereof on or prior to
Maturity; provided, however, that in the case of the provision for payment or
redemption of less than all the Securities of any series or Tranche, such
Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee;
<PAGE>
 
                                     -36-


and provided, further, that the Company shall have delivered to the Trustee and
such Paying Agent:

                           (x) if such deposit shall have been made prior to the
                  Maturity of such Securities, a Company Order stating that the
                  money and Eligible Obligations deposited in accordance with
                  this Section shall be held in trust, as provided in Section
                  703; and

                           (y) if Eligible Obligations shall have been
                  deposited, an Opinion of Counsel that the obligations so
                  deposited constitute Eligible Obligations and do not contain
                  provisions permitting the redemption or other prepayment at
                  the option of the issuer thereof, and an opinion of an
                  independent public accountant of nationally recognized
                  standing, selected by the Company, to the effect that the
                  requirements set forth in clause (b) above have been
                  satisfied; and

                           (z) if such deposit shall have been made prior to the
                  Maturity of such Securities, an Officer's Certificate stating
                  the Company's intention that, upon delivery of such Officer's
                  Certificate, its indebtedness in respect of such Securities or
                  portions thereof will have been satisfied and discharged as
                  contemplated in this Section.

                  Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Security or Securities or portions thereof with
respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this
Section. In the event that all of the conditions set forth in the preceding
paragraph shall have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate specified in
clause (z) shall not have been delivered, such Securities or portions thereof
shall nevertheless be deemed to have been paid for all purposes of this
Indenture, and the Holders of such Securities or portions thereof shall
nevertheless be no longer entitled to the benefits of this Indenture or of any
of the covenants of the Company under Article Six (except the covenants
contained in Sections 602 and 603) or any other covenants made in respect of
such Securities or portions thereof as contemplated by Section 301, but the
indebtedness of the Company in respect of such Securities or portions thereof
shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose, and the Holders of such Securities or portions thereof shall
continue to be entitled to look to the Company for payment of the indebtedness
represented thereby; and, upon Company Request, the Trustee shall acknowledge in
writing that such Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture.
<PAGE>
 
                                     -37-


                  If payment at Stated Maturity of less than all of the
Securities of any series, or any Tranche thereof, is to be provided for in the
manner and with the effect provided in this Section, the Security Registrar
shall select such Securities, or portions of principal amount thereof, in the
manner specified by Section 403 for selection for redemption of less than all
the Securities of a series or Tranche.

                  In the event that Securities which shall be deemed to have
been paid for purposes of this Indenture, and, if such is the case, in respect
of which the Company's indebtedness shall have been satisfied and discharged,
all as provided in this Section do not mature and are not to be redeemed within
the 60 day period commencing with the date of the deposit of moneys or Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give a
notice, in the same manner as a notice of redemption with respect to such
Securities, to the Holders of such Securities to the effect that such deposit
has been made and the effect thereof.

                  Notwithstanding that any Securities shall be deemed to have
been paid for purposes of this Indenture, as aforesaid, the obligations of the
Company and the Trustee in respect of such Securities under Sections 304, 305,
306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and this
Article Seven shall survive.

                  The Company shall pay, and shall indemnify the Trustee or any
Paying Agent with which Eligible Obligations shall have been deposited as
provided in this Section against, any tax, fee or other charge imposed on or
assessed against such Eligible Obligations or the principal or interest received
in respect of such Eligible Obligations, including, but not limited to, any such
tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit.

                  Anything herein to the contrary notwithstanding, (a) if, at
any time after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable Federal or State
bankruptcy, insolvency or other similar law, such Security shall thereupon be
deemed retroactively not to have been paid and any satisfaction and discharge of
the Company's indebtedness in respect thereof shall retroactively be deemed not
to have been effected, and such Security shall be deemed to remain Outstanding
and (b) any satisfaction and discharge of the Company's indebtedness in respect
of any Security shall be subject to the provisions of the last paragraph of
Section 603.
<PAGE>
 
                                     -38-


SECTION 702.  SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as hereinafter expressly provided), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a)  no Securities remain Outstanding hereunder; and

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

provided, however, that if, in accordance with the last paragraph of Section
701, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

                  Notwithstanding the satisfaction and discharge of this
Indenture as aforesaid, the obligations of the Company and the Trustee under
Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and
915 and this Article Seven shall survive.

                  Upon satisfaction and discharge of this Indenture as provided
in this Section, the Trustee shall assign, transfer and turn over to the
Company, subject to the lien provided by Section 907, any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Securities other than money and Eligible Obligations held by the
Trustee pursuant to Section 703.

SECTION 703.  APPLICATION OF TRUST MONEY.

                  Neither the Eligible Obligations nor the money deposited
pursuant to Section 701, nor the principal or interest payments on any such
Eligible Obligations, shall be with drawn or used for any purpose other than,
and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount
thereof in respect of which such deposit was made, all subject, however, to the
provisions of Section 603; provided, however, that, so long as there shall not
have occurred and be continuing an Event of Default, any cash received from such
principal or interest payments on such Eligible Obligations, if not then needed
for such purpose, shall, to the extent practicable and upon Company Request, be
invested in Eligible Obligations of the type described in clause (b) in the
first paragraph of Section 701 maturing at such times and in such amounts as
shall be sufficient, together with any other moneys and the principal of and
interest on any other Eligible Obligations then held by the Trustee, to pay when
due the principal of
<PAGE>
 
                                     -39-


and premium, if any, and interest, if any, due and to become due on such
Securities or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as
received, free and clear of any trust, lien or pledge under this Indenture
except the lien provided by Section 907; and provided, further, that, so long as
there shall not have occurred and be continuing an Event of Default, any moneys
held in accordance with this Section on the Maturity of all such Securities in
excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company
free and clear of any trust, lien or pledge under this Indenture except the lien
provided by Section 907; and provided, further, that if an Event of Default
shall have occurred and be continuing, moneys to be paid over to the Company
pursuant to this Section shall be held until such Event of Default shall have
been waived or cured.


                                 ARTICLE EIGHT

                          EVENTS OF DEFAULT; REMEDIES

SECTION 801.  EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events:

                  (a) failure to pay interest, if any, on any Security of such
         series within 30 days after the same becomes due and payable; or

                  (b) failure to pay the principal of or premium, if any, on any
         Security of such series at its Maturity; or

                  (c) failure to perform or breach of any covenant or warranty
         of the Company in this Indenture (other than a covenant or warranty a
         default in the performance of which or breach of which is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Securities other than such series) for a period of 90 days after
         there has been given, by registered or certified mail, to the Company
         by the Trustee, or to the Com pany and the Trustee by the Holders of at
         least 33% in principal amount of the Outstanding Securities of such
         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, unless the Trustee, or the Trustee and the
         Holders of a principal amount of Securities of such series not less
         than the principal amount of Securities the Holders of which gave such
         notice, as the case may be, shall agree in writing to an extension of
         such period prior to its expiration; provided, however, that the
         Trustee, or the Trustee and the Holders of such principal amount of
         Securities of such series, as the case may
<PAGE>
 
                                     -40-


         be, shall be deemed to have agreed to an extension of such period if
         corrective action is initiated by the Company within such period and is
         being diligently pursued; or

                  (d) the entry by a court having jurisdiction in the premises
         of (1) 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 (2) 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 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 its property, or ordering the
         winding up or liquidation of its affairs, and any such decree or order
         for relief or any such other decree or order shall have remained
         unstayed and in effect for a period of 90 consecutive days; or

                  (e) the commencement by the Company of a voluntary 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 the
         Company 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 of the Company or of any
         substantial part of its property, or the making by it of an assignment
         for the benefit of creditors, or the ad mission by it in writing of its
         inability to pay its debts generally as they become due, or the
         authorization of such action by the Board of Directors; or

                  (f) any other Event of Default specified with respect to
         Securities of such series.

SECTION 802.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default due to the default in payment of
principal of, or interest on, any series of Securities or due to the default in
the performance or breach of any other covenant or warranty of the Company
applicable to the Securities of such series but not applicable to all
Outstanding Securities shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in principal amount of the Securities of
such series may then declare the principal amount (or, if any of the Securities
of such series are Discount Securities, such portion of the principal amount as
may be specified in the terms thereof as
<PAGE>
 
                                     -41-


contemplated by Section 301) of all Securities of such series and interest
accrued thereon to be due and payable immediately. If an Event of Default due to
default in the performance of any other of the covenants or agreements herein
applicable to all Outstanding Securities or an Event of Default specified in
Section 801(d) or (e) shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in principal amount of all Securities then
Outstanding (considered as one class), and not the Holders of the Securities of
any one of such series, may declare the principal of all Securities and interest
accrued thereon to be due and payable immediately. As a consequence of each such
declaration (herein referred to as a declaration of acceleration) with respect
to Securities of any series, the principal amount (or portion thereof in the
case of Discount Securities) of such Securities and interest accrued thereon
shall become due and payable immediately.

                  At any time after such a declaration of acceleration with
respect to Securities of any series shall have been made and before a judgment
or decree for payment of the money due shall have been obtained by the Trustee
as hereinafter in this Article provided, the Event or Events of Default giving
rise to such declaration of acceleration shall, without further act, be deemed
to have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

                  (a) the Company shall have paid or deposited with the Trustee
         a sum sufficient to pay

                           (1) all overdue interest on all Securities of such
                  series;

                           (2) the principal of and premium, if any, on any
                  Securities of such 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;

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

                           (4) all amounts due to the Trustee under Section 907;
                  and

                  (b) any other Event or Events of Default with respect to
         Securities of such series, other than the nonpayment of the principal
         of Securities of such series which shall have become due solely by such
         declaration of acceleration, shall have been cured or waived as
         provided in Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.
<PAGE>
 
                                     -42-


SECTION 803.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

                  If an Event of Default described in clause (a) or (b) of
Section 801 shall have occurred and be continuing, the Company shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the
Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal
and premium, if any, and interest, if any, and, to the extent permitted by law,
interest on any overdue principal and interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover any amounts due to the Trustee under Section 907.

                  If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute 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 shall have occurred and be continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of
Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 804.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                  (a) to file and prove a claim for the whole amount of
         principal, premium, if any, and interest, if any, 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 amounts due to the Trustee under
         Section 907) and of the Holders allowed in such judicial proceeding,
         and
<PAGE>
 
                                     -43-


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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

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

SECTION 805.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 806.  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, if any, upon pre sentation of the Securities in
respect of which or for the benefit of which such money shall have been
collected 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 907;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities for principal of and premium, if any, and interest, if
         any, 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 for
         principal, premium, if any, and interest, if any, respectively; and
<PAGE>
 
                                     -44-

                  THIRD: To the payment of the remainder, if any, to the Company
         or to whomsoever may be lawfully entitled to receive the same or as a
         court of competent jurisdiction may direct.

SECTION 807.  LIMITATION ON SUITS.

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

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

                  (b) the Holders of a majority in aggregate principal amount of
         the Outstanding Securities of all series in respect of which an Event
         of Default shall have occurred and be continuing, considered as one
         class, shall have made written request to the Trustee to institute
         proceedings in respect of such Event of Default in its own name as
         Trustee hereunder;

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

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

                  (e) no direction inconsistent with such written request shall
         have been given to the Trustee during such 60-day period by the Holders
         of a majority in aggregate principal amount of the Outstanding
         Securities of all series in respect of which an Event of Default shall
         have occurred and be continuing, considered as one class;

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

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the
<PAGE>
 
                                     -45-


principal of and premium, if any, and (subject o Section 307) interest, if any,
on such Security on the Stated Maturity or Maturities expressed in such Security
(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 809.  RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 810.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 811.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 812.  CONTROL BY HOLDERS OF SECURITIES.

                  If an Event of Default shall have occurred and be continuing
in respect of a series of Securities, the Holders of a majority in principal
amount of the Outstanding Securities of such 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, however, that
if an Event of Default shall have occurred and be continuing with respect to
more than one series of Securities, the Holders of a majority in aggregate
principal amount of the Outstanding
<PAGE>
 
                                     -46-


Securities of all such series, considered as one class, shall have the right to
make such direction, and not the Holders of the Securities of any one of such
series; and provided, further, that such direction shall not be in conflict with
any rule of law or with this Indenture. The Trustee may take any other action,
deemed proper by the Trustee, which is not inconsistent with any such direction.
Before proceeding to exercise any right or power hereunder at the direction of
such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with any such direction.

SECTION 813.  WAIVER OF PAST DEFAULTS.

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

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

                  (b) in respect of a covenant or provision hereof which under
         Section 1202 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 and all Events 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 814.  UNDERTAKING FOR COSTS.

                  The Company and the Trustee agree, and each Holder by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit 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
Company, 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 aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or premium, if
any, or interest, if any, on any Security on or after
<PAGE>
 
                                     -47-


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

SECTION 815.  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 NINE

                                  THE TRUSTEE

SECTION 901.  CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The Trustee shall have and be subject to all the duties
         and responsibilities specified with respect to an indenture trustee in
         the Trust Indenture Act and no implied covenants or obligations shall
         be read into this Indenture against the Trustee. For purposes of
         Sections 315(a) and 315(c) of the Trust Indenture Act, the term
         "default" is hereby defined as an Event of Default which has occurred
         and is continuing.

                  (b) 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.

                  (c) Notwithstanding anything contained in this Indenture to
         the contrary, the duties and responsibilities of the Trustee under this
         Indenture shall be subject to the protections, exculpations and
         limitations on liability afforded to the Trustee under the provisions
         of the Trust Indenture Act.

                  (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.
<PAGE>
 
                                     -48-


SECTION 902.  NOTICE OF DEFAULTS.

                  The Trustee shall give notice of any default hereunder with
respect to the Securities of any series to the Holders of Securities of such
series in the manner and to the extent required to do so by the Trust Indenture
Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 801(c), no
such notice to Holders shall be given until at least 45 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.

SECTION 903.  CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 901 and to the applicable
provisions of the Trust Indenture Act:

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

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

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officer's
         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 Holder pursuant to this Indenture, unless such
         Holder 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;
<PAGE>
 
                                     -49-


                  (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, 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 investigation, it shall (subject to applicable legal
         requirements) be entitled to examine, during normal business hours, 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) the Trustee shall not be charged with knowledge of any
         default or Event of Default, as the case may be, with respect to the
         Securities of any series for which it is acting as Trustee unless
         either (1) a Responsible Officer of the Trustee shall have actual
         knowledge of the default or Event of Default, as the case may be, or
         (2) written notice of such default or Event of Default, as the case may
         be, shall have been given to the Trustee by the Company, any other
         obligor on such Securities or by any Holder of such Securities.

SECTION 904.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

                  The recitals contained herein and in the Securities (except
the Trustee's certificates of authentication) shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 905.  MAY HOLD SECURITIES.

                  Each of 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, subject to Sections 908 and 913, may otherwise deal with the Company with
the same rights it would have if it were not the Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.
<PAGE>
 
                                     -50-


SECTION 906.  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 expressly provided herein or otherwise agreed with, and for the sole
benefit of, the Company.

SECTION 907.  COMPENSATION AND REIMBURSEMENT.

                  The Company shall

                  (a) 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);

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

                  (c) indemnify the Trustee for, and hold it harmless from and
         against, any loss, liability or expense reasonably incurred by it
         arising out of or in connection with the acceptance or administration
         of the trust or trusts hereunder or the performance of its duties
         hereunder, including the reasonable costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder, except to the
         extent any such loss, liability or expense may be attributable to its
         negligence, wilful misconduct or bad faith.

                  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
other than property and funds held in trust under Section 703 (except as
otherwise provided in Section 703). "Trustee" for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, wilful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 801(d) or Section
801(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.
<PAGE>
 
                                     -51-


SECTION 908.  DISQUALIFICATION; CONFLICTING INTERESTS.

                  If the Trustee shall have or acquire any conflicting interest
within the meaning of the Trust Indenture Act, it shall either eliminate such
conflicting interest or resign to the extent, in the manner and with the effect,
and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to
the extent permitted thereby, the Trustee, in its capacity as trustee in respect
of the Securities of any series, shall not be deemed to have a conflicting
interest arising from its capacity as trustee in respect of the Securities of
any other series.

SECTION 909.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be

                  (a) a corporation organized and doing business under the laws
         of the United States, any State or Territory thereof or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least $50,000,000
         and subject to supervision or examination by Federal or State
         authority, or

                  (b) if and to the extent permitted by the Commission by rule,
         regulation or order upon application, a corporation or other Person
         organized and doing business under the laws of a foreign government,
         authorized under such laws to exercise corporate trust powers, having a
         combined capital and surplus of at least $50,000,000 or the Dollar
         equivalent of the applicable foreign currency and subject to
         supervision or examination by authority of such foreign government or a
         political subdivision thereof substantially equivalent to supervision
         or examination applicable to United States institutional trustees,

and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such 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 910.  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 911.
<PAGE>
 
                                     -52-


                  (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 911 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 to the Company.

                  (d)  If at any time:

                  (1) the Trustee shall fail to comply with Section 908 after
           written request therefor by the Company or by any Holder who has been
           a bona fide Holder for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 909
           and shall fail to resign after written request therefor by the
           Company or by any such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
           adjudged a bank rupt 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, (x) the Company by a Board Resolution may
           remove the Trustee with respect to all Securities or (y) subject to
           Section 814, any Holder who has been a bona fide Holder 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 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 (other than as contemplated in clause (y) in
           subsection (d) of this Section), 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
           911. 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
<PAGE>
 
                                     -53-


           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 911, become the successor Trustee with respect to the
           Securities of such series and to that extent supersede the successor
           Trustee ap pointed 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 and accepted appointment in the manner
           required by Section 911, any Holder who has been a bona fide Holder
           of a Security of such series for at least six months may, on behalf
           of itself 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) So long as no event which is, or after notice or lapse of
           time, or both, would become, an Event of Default shall have occurred
           and be continuing, and except with respect to a Trustee appointed by
           Act of the Holders of a majority in principal amount of the
           Outstanding Securities pursuant to subsection (e) of this Section, if
           the Company shall have delivered to the Trustee (i) a Board
           Resolution appointing a successor Trustee, effective as of a date
           specified therein, and (ii) an instrument of acceptance of such
           appointment, effective as of such date, by such successor Trustee in
           accordance with Section 911, the Trustee shall be deemed to have
           resigned as contemplated in subsection (b) of this Section, the
           successor Trustee shall be deemed to have been appointed by the
           Company pursuant to subsection (e) of this Section and such
           appointment shall be deemed to have been accepted as contemplated in
           Section 911, all as of such date, and all other provisions of this
           Section and Section 911 shall be applicable to such resignation,
           appointment and acceptance except to the extent inconsistent with
           this subsection (f).

                  (g) The Company (or, should the Company fail so to act
           promptly, the successor trustee at the expense of 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 Securities of such series as their names
           and addresses appear in the Security Register. 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 911.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
           Trustee with respect to the Securities of all series, every such
           successor Trustee so appointed shall execute, acknowledge and deliver
           to the Company and to the retiring Trustee an instrument accepting
           such appointment, and thereupon the resignation or removal of the
           retiring Trustee shall become effective and such successor Trustee,
           without any further act, deed or conveyance, shall become vested with
           all the rights, powers, trusts and duties
<PAGE>
 
                                     -54-


           of the retiring Trustee; but, on the request of the Company or the
           successor Trustee, such retiring Trustee shall, upon payment of all
           sums owed to it, 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 suc cessor Trustee relates; but, on request of
           the Company or any successor Trustee, such retiring Trustee, upon
           payment of all sums owed to it, shall duly assign, transfer and
           deliver to such successor Trustee all property and money held by such
           retiring Trustee hereunder with respect to the Securities of that or
           those series to which the appointment of such successor Trustee
           relates.

                  (c) Upon request of any such successor Trustee, the Company
           shall execute any instruments which fully vest in and confirm to such
           successor Trustee all such rights, powers and trusts referred to in
           subsection (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.
<PAGE>
 
                                     -55-


SECTION 912.  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 913.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If the Trustee shall be or become a creditor of the Company or
any other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be
subject to any and all applicable provisions of the Trust Indenture Act
regarding the collection of claims against the Company or such other obligor.
For purposes of Section 311(b) of the Trust Indenture Act:

                  (a) the term "cash transaction" means any transaction in which
           full payment for goods or securities sold is made within seven days
           after delivery of the goods or securities in currency or in checks or
           other orders drawn upon banks or bankers and payable upon demand;

                  (b) the term "self-liquidating paper" means any draft, bill of
           exchange, acceptance or obligation which is made, drawn, negotiated
           or incurred by the Company for the purpose of financing the purchase,
           processing, manufacturing, shipment, storage or sale of goods, wares
           or merchandise and which is secured by documents evidencing title to,
           possession of, or a lien upon, the goods, wares or merchandise or the
           receivables or proceeds arising from the sale of the goods, wares or
           merchandise previously constituting the security, provided the
           security is received by the Trustee simultaneously with the creation
           of the creditor relationship with the Company arising from the
           making, drawing, negotiating or incurring of the draft, bill of
           exchange, acceptance or obligation.

SECTION 914.  CO-TRUSTEES AND SEPARATE TRUSTEES.

                  At any time or times, for the purpose of meeting the legal
requirements of any applicable jurisdiction, the Company and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the
Holders of at least 33% in principal amount of the Securities then Outstanding,
the Company shall for such purpose join with the Trustee in the
<PAGE>
 
                                     -56-


execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as
co-trustee, jointly with the Trustee, or to act as separate trustee, in either
case with such powers as may be provided in the instrument of appointment, and
to vest in such Person or Persons, in the capacity aforesaid, any property,
title, right or power deemed necessary or desirable, subject to the other
provisions of this Section. If the Company does not join in such appointment
within 15 days after the receipt by it of a request so to do, or if an Event of
Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.

                  Should any written instrument or instruments from the Company
be required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

                  Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
conditions:

                  (a) the Securities shall be authenticated and delivered, and
           all rights, powers, duties and obligations hereunder in respect of
           the custody of securities, cash and other personal property held by,
           or required to be deposited or pledged with, the Trustee hereunder,
           shall be exercised solely, by the Trustee;

                  (b) the rights, powers, duties and obligations hereby
           conferred or imposed upon the Trustee in respect of any property
           covered by such appointment shall be conferred or imposed upon and
           exercised or performed either by the Trustee or by the Trustee and
           such co-trustee or separate trustee jointly, as shall be provided in
           the instrument appointing such co-trustee or separate trustee, except
           to the extent that under any law of any jurisdiction in which any
           particular act is to be performed, the Trustee shall be incompetent
           or unqualified to perform such act, in which event such rights,
           powers, duties and obligations shall be exercised and performed by
           such co-trustee or separate trustee;

                  (c) the Trustee at any time, by an instrument in writing
           executed by it, with the concurrence of the Company, may accept the
           resignation of or remove any co-trustee or separate trustee appointed
           under this Section, and, if an Event of Default shall have occurred
           and be continuing, the Trustee shall have power to accept the
           resignation of, or remove, any such co-trustee or separate trustee
           without the concurrence of the Company. Upon the written request of
           the Trustee, the Company shall join with the Trustee in the execution
           and delivery of all instruments and agreements necessary or proper to
           effectuate such resignation or removal. A successor to any co-trustee
           or separate trustee so resigned or removed may be appointed in the
           manner provided in this Section;
<PAGE>
 
                                     -57-


                  (d) no co-trustee or separate trustee hereunder shall be
           personally liable by reason of any act or omission of the Trustee, or
           any other such trustee hereunder; and

                  (e) any Act of Holders delivered to the Trustee shall be
           deemed to have been delivered to each such co-trustee and separate
           trustee.

SECTION 915.  APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities of one or more series, or Tranche thereof, which shall
be authorized to act on behalf of the Trustee to authenticate Securities of such
series or Tranche issued upon original issuance and 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, any State or territory thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
<PAGE>
 
                                     -58-


provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. 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, and subject to the provisions of, Section 907.

                  The provisions of Sections 308, 904 and 905 shall be
applicable to each Authenticating Agent.

                  If an appointment with respect to the Securities of one or
more series shall be 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 substantially in the
following form:

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

Dated:                                      ________________________
                                            As Trustee


                                            By______________________
                                              As Authenticating
                                                Agent

                                            By______________________
                                              Authorized Signatory

                  If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel), shall appoint, in accordance with this Section and in
accordance with such procedures as shall be acceptable to the Trustee, an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.
<PAGE>
 
                                     -59-


                                  ARTICLE TEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 1001.  LISTS OF HOLDERS.

                  Semiannually, not later than June 1 and December 1 in each
year, commencing June 1, 1998, and at such other times as the Trustee may
request in writing, the Company shall furnish or cause to be furnished to the
Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; provided, however, that no such list need
be furnished so long as the Trustee shall be the Security Registrar.

SECTION 1002.  REPORTS BY TRUSTEE AND COMPANY.

                  Not later than November 1 in each year, commencing November 1,
1998, the Trustee shall transmit to the Holders, the Commission and each
securities exchange upon which any Securities are listed, a report, dated as of
the next preceding September 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to
the extent required by the Trust Indenture Act. The Trustee shall transmit to
the Holders, the Commission and each securities exchange upon which any
Securities are listed, and the Company shall file with the Trustee (within 30
days after filing with the Commission in the case of reports which pursuant to
the Trust Indenture Act must be filed with the Commission and furnished to the
Trustee) and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the
Trust Indenture Act. The Company shall notify the Trustee of the listing of any
Securities on any securities exchange.


                                ARTICLE ELEVEN

              CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 1101.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

                  (a) the Person formed by such consolidation or into which the
           Company is merged or the Person which acquires by conveyance or
           transfer, or which leases, the
<PAGE>
 
                                     -60-


           properties and assets of the Company substantially as an entirety
           shall be a Person organized and validly existing under the laws of
           the United States, any State thereof or the District of Columbia, and
           shall expressly 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 and premium, if any,
           and interest, if any, on all Outstanding Securities and the
           performance of every covenant of this Indenture on the part of the
           Company to be performed or observed;

                  (b) 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 occurred and be
           continuing; and

                  (c) the Company shall have delivered to the Trustee an
           Officer's Certificate and an Opinion of Counsel, each stating that
           such consolidation, merger, conveyance, or other transfer or lease
           and such supplemental indenture comply with this Article and that all
           conditions precedent herein provided for relating to such
           transactions have been complied with.

SECTION 1102.  SUCCESSOR PERSON SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, or other transfer or lease of
the properties and assets of the Company substantially as an entirety in
accordance with Section 1101, the successor Person formed by such consolidation
or into which the Company is merged or the Person 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 Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities Outstanding hereunder.


                                ARTICLE TWELVE

                            SUPPLEMENTAL INDENTURES

SECTION 1201.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:
<PAGE>
 
                                     -61-


                  (a) to evidence the succession of another Person to the
           Company and the assumption by any such successor of the covenants of
           the Company herein and in the Securities, all as provided in Article
           Eleven; or

                  (b) to add one or more covenants of the Company or other
           provisions for the benefit of all Holders or for the benefit of the
           Holders of, or to remain in effect only so long as there shall be
           Outstanding, Securities of one or more specified series, or one or
           more specified Tranches thereof, or to surrender any right or power
           herein conferred upon the Company; or

                  (c) to add any additional Events of Default with respect to
           all or any series of Securities Outstanding hereunder; or
           
                  (d) to change or eliminate any provision of this Indenture or
           to add any new provision to this Indenture; provided, however, that
           if such change, elimination or addition shall adversely affect the
           interests of the Holders of Securities of any series or Tranche
           Outstanding on the date of such indenture supplemental hereto in any
           material respect, such change, elimination or addition shall become
           effective with respect to such series or Tranche only pursuant to the
           provisions of Section 1202 hereof or when no Security of such series
           or Tranche remains Outstanding; or

                  (e) to provide collateral security for all but not part of the
           Securities; or

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

                  (g) to provide for the authentication and delivery of bearer
           securities and coupons appertaining thereto representing interest, if
           any, thereon and for the procedures for the registration, exchange
           and replacement thereof and for the giving of notice to, and the
           solicitation of the vote or consent of, the holders thereof, and for
           any and all other matters incidental thereto; or

                  (h) to evidence and provide for the acceptance of appointment
           hereunder by a separate or successor Trustee or co-trustee with
           respect to the Securities of one or more series and to add to or
           change any of the provisions of this Indenture as shall be necessary
           to provide for or facilitate the administration of the trusts
           hereunder by more than one Trustee, pursuant to the requirements of
           Section 911(b); or

                  (i) to provide for the procedures required to permit the
           Company to utilize, at its option, a noncertificated system of
           registration for all, or any series or Tranche of, the Securities; or
<PAGE>
 
                                     -62-

                  (j) to change any place or places where (1) the principal of
           and premium, if any, and interest, if any, on all or any series of
           Securities, or any Tranche thereof, shall be payable, (2) all or any
           series of Securities, or any Tranche thereof, may be surrendered for
           registration of transfer, (3) all or any series of Securities, or any
           Tranche thereof, may be surrendered for exchange and (4) notices and
           demands to or upon the Company in respect of all or any series of
           Securities, or any Tranche thereof, and this Indenture may be served;
           or

                  (k) 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 changes to the
           provisions hereof or to add other provisions with respect to matters
           or questions arising under this Indenture, provided that such other
           changes or additions shall not adversely affect the interests of the
           Holders of Securities of any series or Tranche in any material
           respect.

                  Without limiting the generality of the foregoing, if the Trust
Indenture Act as in effect at the date of the execution and delivery of this
Indenture or at any time thereafter shall be amended and

                           (x) if any such amendment shall require one or more
                  changes to any provisions hereof or the inclusion herein of
                  any additional provisions, or shall by operation of law be
                  deemed to effect such changes or incorporate such provisions
                  by reference or otherwise, this Indenture shall be deemed to
                  have been amended so as to conform to such amendment to the
                  Trust Indenture Act, and the Company and the Trustee may,
                  without the consent of any Holders, enter into an indenture
                  supplemental hereto to effect or evidence such changes or
                  additional provisions; or

                           (y) if any such amendment shall permit one or more
                  changes to, or the elimination of, any provisions hereof
                  which, at the date of the execution and delivery hereof or at
                  any time thereafter, are required by the Trust Indenture Act
                  to be contained herein, this Indenture shall be deemed to have
                  been amended to effect such changes or elimination, and the
                  Company and the Trustee may, without the consent of any
                  Holders, enter into an indenture supplemental hereto to
                  evidence such amendment hereof.

SECTION 1202.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of a majority in aggregate
principal amount of the Securities of all series then Outstanding under this
Indenture, considered as one class, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating
<PAGE>
 
                                     -63-


any of the provisions of, this Indenture or modifying in any manner the rights
of the Holders of Securities of such series under the Indenture; provided,
however, that if there shall be Securities of more than one series Outstanding
hereunder and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and provided, further,
that no such supplemental indenture shall:

                  (a) change the Stated Maturity of the principal of, or any
           installment of principal of or interest on, any Security, or reduce
           the principal amount thereof or the rate of interest thereon (or the
           amount of any installment of interest thereon) or change the method
           of calculating such rate or reduce any premium payable upon the
           redemption thereof, or reduce the amount of the principal of a
           Discount Security that would be due and payable upon a declaration of
           acceleration of the Maturity thereof pursuant to Section 802, or
           change the coin or currency (or other property), 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 of any Security (or, in the case of
           redemption, on or after the Redemption Date), without, in any such
           case, the consent of the Holder of such Security, or

                  (b) reduce the percentage in principal amount of the
           Outstanding Securities of any series, or any Tranche thereof, the
           consent of the Holders of which is required for any such supplemental
           indenture, or the consent of the Holders of which is required for any
           waiver of compliance with any provision of this Indenture or of any
           default hereunder and its consequences, or reduce the requirements of
           Section 1304 for quorum or voting, without, in any such case, the
           consent of the Holders of each Outstanding Security of such series or
           Tranche, or

                  (c) modify any of the provisions of this Section, Section 607
           or Section 813 with respect to the Securities of any series, or any
           Tranche thereof, except to increase the percentages in principal
           amount referred to in this Section or such other Sections or to
           provide that 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 with respect to changes
           in the references to "the Trustee" and concomitant changes in this
           Section, or the deletion of this proviso, in accordance with the
           requirements of Sections 911(b), 914 and 1201(h).
<PAGE>
 
                                     -64-


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 one or more Tranches
thereof, 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 or Tranche.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof. A
waiver by a Holder of such Holder's right to consent under this Section shall be
deemed to be a consent of such Holder.

SECTION 1203.  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 901) 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 1204.  EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.

SECTION 1205.  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 1206.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series, or any Tranche thereof,
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
<PAGE>
 
                                     -65-


Securities of any series, or any Tranche thereof, 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 or Tranche.

SECTION 1207.  MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE.

                  If the terms of any particular series of Securities shall have
been established in a Board Resolution or an Officer's Certificate as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be effected
by means of a supplemental Board Resolution or Officer's Certificate, as the
case may be, delivered to, and accepted by, the Trustee; provided, however, that
such supplemental Board Resolution or Officer's Certificate shall not be
accepted by the Trustee or otherwise be effective unless all conditions set
forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's Certificate shall
be deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.


                               ARTICLE THIRTEEN

                  MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

                  A meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, 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 or Tranches.

SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
           Securities of one or more, or all, series, or any Tranche or Tranches
           thereof, 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, as the Trustee shall determine, or, with the approval of
           the Company, at any other place. Notice of every such meeting,
           setting forth the time and the place of such meeting and in general
           terms the action proposed to be taken at such meeting, shall be
           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.
<PAGE>
 
                                     -66-


                  (b) If the Trustee shall have been requested to call a meeting
           of the Holders of Securities of one or more, or all, series, or any
           Tranche or Tranches thereof, by the Company or by the Holders of 33%
           in aggregate principal amount of all of such series and Tranches,
           considered as one class, 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
           given 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 and Tranches in the amount above specified,
           as the case may be, may determine the time and the place in the
           Borough of Manhattan, The City of New York, or in such other place as
           shall be determined or approved by the Company, for such meeting and
           may call such meeting for such purposes by giving notice thereof as
           provided in subsection (a) of this Section.

                  (c) Any meeting of Holders of Securities of one or more, or
           all, series, or any Tranche or Tranches thereof, shall be valid
           without notice if the Holders of all Outstanding Securities of such
           series or Tranches are present in person or by proxy and if
           representatives of the Company and the Trustee are present, or if
           notice is waived in writing before or after the meeting by the
           Holders of all Outstanding Securities of such series, or any Tranche
           or Tranches thereof, or by such of them as are not present at the
           meeting in person or by proxy, and by the Company and the Trustee.

SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

                  To be entitled to vote at any meeting of Holders of Securities
of one or more, or all, series, or any Tranche or Tranches thereof, a Person
shall be (a) a Holder of one or more Outstanding Securities of such series or
Tranches, or (b) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series or
Tranches by such Holder or Holders. The only Persons who shall be entitled to
attend any meeting of Holders of Securities of any series or Tranche 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 aggregate principal
amount of the Outstanding Securities of the series and Tranches with respect to
which a meeting shall have been called as hereinbefore provided, considered as
one class, shall constitute a quorum for a meeting of Holders of Securities of
such series and Tranches; provided, however, that if any action is to be taken
at such meeting which this Indenture expressly provides may be taken by the
Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of such series and Tranches, considered as
one class, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such
<PAGE>
 
                                     -67-


series and Tranches, considered as one class, shall constitute a quorum. In the
absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be 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 such
period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Except as provided by Section 1305(e),
notice of the reconvening of any meeting adjourned for more than 30 days shall
be given as provided in Section 1302(a) not less than 10 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 and Tranches
which shall constitute a quorum.

                  Except as limited by Section 1202, 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 aggregate principal amount of the Outstanding Securities of the
series and Tranches with respect to which such meeting shall have been called,
considered as one class; provided, however, that, except as so limited, any
resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of such series and
Tranches, considered as one class, 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 such series and Tranches, considered as one
class.

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

SECTION 1305.  ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
               CONDUCT AND ADJOURN MENT OF MEETINGS.

                  (a) Attendance at meetings of Holders of Securities may be in
           person or by proxy; and, to the extent permitted by law, any such
           proxy shall remain in effect and be binding upon any future Holder of
           the Securities with respect to which it was given unless and until
           specifically revoked by the Holder or future Holder of such
           Securities before being voted.

                  (b) 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 in regard to proof
           of the holding of such Securities and of the appointment
<PAGE>
 
                                     -68-


           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.

                  (c) The Trustee shall, by an instrument in writing, appoint a
           temporary chairman of the meeting, unless the meeting shall have been
           called by the Company or by Holders as provided in Section 1302(b),
           in which case the Company or the Holders of Securities of the series
           and Tranches 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 aggregate principal amount of
           the Outstanding Securities of all series and Tranches represented at
           the meeting, considered as one class.

                  (d) At any meeting each Holder or proxy shall be entitled to
           one vote for each $1 principal amount of Securities 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 or proxy.

                  (e) Any meeting 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 aggregate principal amount of the
           Outstanding Securities of all series and Tranches represented at the
           meeting, considered as one class; and the meeting may be held as so
           adjourned without further notice.

SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                  The vote upon any resolution submitted to any meeting of
Holders shall be by written ballots on which shall be subscribed the signatures
of the Holders or of their representatives by proxy and the principal amounts
and serial numbers of the Outstanding Secu rities, of the series and Tranches
with respect to which the meeting shall have been called, 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 of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of the
<PAGE>
 
                                     -69-


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, SHAREHOLDERS, OFFICERS AND DIRECTORS

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, shareholder, officer or
director, 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), 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 under stood 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, shareholder, officer or director, 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 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.
<PAGE>
 
                                     -70-


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

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


                                            ENSERCH CORPORATION


                                            By: /s/ Robert S. Shapard
                                               ----------------------------
                                                         Treasurer
<PAGE>
 
                                            THE BANK OF NEW YORK, Trustee


                                            By: /s/ Walter N. Gitlin
                                               ----------------------------
                                                   Vice President
<PAGE>
 
STATE OF TEXAS            )
                          ) ss.:
COUNTY OF DALLAS          )


                  On the 26th day of January 1998, before me personally came
Robert S. Shapard, to me known, who, being by me duly sworn, did depose and say
that [he] is the Treasurer of ENSERCH Corporation, one of the corporations
described in and which executed the foregoing instrument; and that [he] signed
[his] name thereto by authority of the Board of Directors of said corporation.



                                                    /S/ LeNae B. Davis
                                               ------------------------------

                                               ------------------------------
                                               Notary Public, State of Texas
                                                My Commission Expires
                                                                     --------
<PAGE>
 
STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )


                  On the 30th day of January, 1998, before me personally came
Walter N. Gitlin, to me known, who, being by me duly sworn, did depose and say
that [he] is a [Vice President] of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument; and that [he] signed
[his] name thereto by authority of the Board of Directors of said corporation.


                                               /s/ Moira Feeney
                                        ---------------------------------
                                                        -----------------
                                         Notary Public, State of New York