<PAGE>
 
                                                                     EXHIBIT 4.1

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

                         KENT ELECTRONICS CORPORATION

                                   AS ISSUER

                                      TO

                              TEXAS COMMERCE BANK

                             NATIONAL ASSOCIATION

                                  AS TRUSTEE

                                   INDENTURE

                        Dated as of September 23, 1997

                                 $207,000,000
   (including $27,000,000 issuable upon exercise of an over-allotment option
                granted by the Issuer to certain underwriters)

                4-1/2% Convertible Subordinated Notes Due 2004

================================================================================
<PAGE>
 
                 Certain Sections of this Indenture relating to

                        Sections 310 through 318 of the

                          Trust Indenture Act of 1939:


Section 310(a)(1).................     609
        (a)(2)....................     609
        (a)(3)....................     Not Applicable
        (a)(4)....................     Not Applicable
        (a)(5)....................     609
        (b).......................     608
        (c).......................     Not Applicable
Section 311(a)....................     613
        (b).......................     613
        (c).......................     Not Applicable
Section 312(a)....................     701
                                       702(a)
        (b).......................     702(b)
        (c).......................     702(c)
Section 313(a)....................     703(a)
        (b)(1)....................     Not Applicable
        (b)(2)....................     703(a)
        (c).......................     703(a)
        (d).......................     703(b)
Section 314(a)....................     704
        (a)(4)....................     1004
        (b).......................     Not Applicable
        (c)(1)....................     102
        (c)(2)....................     102
        (c)(3)....................     Not Applicable
        (d).......................     Not Applicable
        (e).......................     102
        (f).......................     Not Applicable
Section 315(a)....................     601
        (b).......................     602
        (c).......................     601
        (d).......................     601
        (e).......................     514
Section 316(a)(1)(A)..............     502
                                       512
        (a)(1)(B).................     513
        (a)(2)....................     Not Required
        (a) (last
             sentence)............     definition of
                                       Outstanding
        (b).......................     508
        (c).......................     104(c)
<PAGE>
 
Section 317(a)(1).................     503
        (a)(2)....................     504
        (b).......................     1003
Section 318(a)....................     107
______________
Note: This reconciliation and tie shall not, for any purpose, be deemed to
      be a part of the Indenture.
<PAGE>
 
                              TABLE OF CONTENTS*


                                                                      Page
                                  ARTICLE 1.

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions............................................   1
              Act....................................................   2
              Affiliate..............................................   2
              Agent Member...........................................   2
              Applicable Procedures..................................   2
              Authenticating Agent...................................   2
              Beneficial Owner.......................................   2
              Board of Directors.....................................   2
              Board Resolution.......................................   2
              Business Day...........................................   3
              Change in Control......................................   3
              Close of Business......................................   3
              Commission.............................................   3
              Common Stock...........................................   3
              Company................................................   3
              Company Request........................................   3
              Company Order..........................................   3
              Corporate Trust Office.................................   3
              Corporation............................................   4
              Credit Facility........................................   4
              Current Market Price...................................   4
              Daily Market Price.....................................   4
              Defaulted Interest.....................................   5
              Depositary.............................................   5
              DTC....................................................   5
              Event of Default.......................................   5
              Exchange Act...........................................   5
              Global Security........................................   5
              Holder.................................................   5
              Indenture..............................................   5
              Interest Payment Date..................................   5
              Maturity...............................................   5
---------------------
*Note: This Table of Contents shall not, for any purposes, be deemed to be a
       part of the Indenture.

                                      -i-
<PAGE>
 
              Officers' Certificate......................................   6
              Opinion of Counsel.........................................   6
              Outstanding................................................   6
              Paying Agent...............................................   6
              Person.....................................................   6
              Predecessor Security.......................................   7
              Record Date................................................   7
              Redemption Date............................................   7
              Redemption Price...........................................   7
              Regular Record Date........................................   7
              Repurchase Date............................................   7
              Repurchase Event...........................................   7
              Repurchase Price...........................................   7
              Security Register..........................................   7
              Security Registrar.........................................   7
              Senior Indebtedness........................................   7
              Special Record Date........................................   8
              Stated Maturity............................................   8
              Subsidiary.................................................   8
              Termination of Trading.....................................   8
              Time of Determination......................................   8
              Trust Indenture Act........................................   8
              Trustee....................................................   8
              Vice President.............................................   9
Section 102.  Compliance Certificates and Opinions.......................   9
Section 103.  Form of Documents Delivered to Trustee.....................   9
Section 104.  Acts of Holders; Record Dates..............................  10
Section 105.  Notices, Etc., to Trustee and Company......................  11
Section 106.  Notice to Holders; Waiver..................................  11
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........................................  12
Section 111.  Benefits of Indenture......................................  13
Section 112.  Governing Law..............................................  13
Section 113.  Legal Holidays.............................................  13
Section 114.  No Security Interest Created...............................  13
Section 115.  Limitation on Individual Liability.........................  13

                                     -ii-
<PAGE>
 
                                  ARTICLE 2.

                                SECURITY FORMS


Section 201.    Forms Generally..........................................  14
Section 202.    Form of Face of Security.................................  14
Section 203.    Form of Reverse of Security..............................  16
Section 204.    Form of Trustee's Certificate of Authentication..........  22

                                  ARTICLE 3.

                                THE SECURITIES

Section 301.    Title and Terms..........................................  23
Section 302.    Denominations............................................  24
Section 303.    Execution, Authentication, Delivery and Dating...........  24
Section 304.    Temporary Securities.....................................  25
Section 305.    Registration, Registration of Transfer and Exchange......  25
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities.........  27
Section 307.    Payment of Interest; Interest Rights Preserved...........  28
Section 308.    Persons Deemed Owners....................................  30
Section 309.    Cancellation.............................................  30
Section 310.    Computation of Interest..................................  30
Section 311.    CUSIP Number.............................................  30

                                  ARTICLE 4. 

                          SATISFACTION AND DISCHARGE

Section 401.    Satisfaction and Discharge of Indenture..................  30
Section 402.    Application of Trust Money...............................  32
Section 403.    Reinstatement............................................  32

                                  ARTICLE 5.

                                   REMEDIES

Section 501.    Events of Default........................................  32
Section 502.    Acceleration of Maturity; Rescission and Annulment.......  34
Section 503.    Collection of Indebtedness and Suits
                 for Enforcement by Trustee..............................  36
Section 504.    Trustee May File Proofs of Claim.........................  36
Section 505.    Trustee May Enforce Claims Without
                 Possession of Securities................................  37
Section 506.    Application of Money Collected...........................  37

                                     -iii-
<PAGE>
 
Section 507.    Limitation on Suits......................................  37
Section 508.    Unconditional Right of Holders to Receive Principal,
                 Premium and Interest and to Convert.....................  38
Section 509.    Restoration of Rights and Remedies.......................  38
Section 510.    Rights and Remedies Cumulative...........................  38
Section 511.    Delay or Omission Not Waiver.............................  39
Section 512.    Control by Holders.......................................  39
Section 513.    Waiver of Past Defaults..................................  39
Section 514.    Undertaking for Costs....................................  40
Section 515.    Waiver of Stay or Extension Laws.........................  40

                                  ARTICLE 6.

                                  THE TRUSTEE

Section 601.    Certain Duties and Responsibilities......................  40
Section 602.    Notice of Defaults.......................................  41
Section 603.    Certain Rights of Trustee................................  41
Section 604.    Not Responsible for Recitals or Issuance of Securities...  42
Section 605.    May Hold Securities......................................  42
Section 606.    Money Held in Trust......................................  42
Section 607.    Compensation and Reimbursement...........................  43
Section 608.    Disqualification; Conflicting Interests..................  43
Section 609.    Corporate Trustee Required; Eligibility..................  43
Section 610.    Resignation and Removal; Appointment of Successor........  44
Section 611.    Acceptance of Appointment by Successor...................  45
Section 612.    Merger, Conversion, Consolidation or Succession
                 to Business.............................................  45
Section 613.    Preferential Collection of Claims Against Company........  46
Section 614.    Appointment of Authenticating Agent......................  46

                                  ARTICLE 7.

               HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

Section 701.    Company to Furnish Trustee Names and
                 Addresses of Holders....................................  48
Section 702.    Preservation of Information; Communication to Holders....  48
Section 703.    Reports by Trustee.......................................  48
Section 704.    Reports by Company.......................................  49

                                     -iv-
<PAGE>
 
                                  ARTICLE 8.

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER or LEASE

Section 801.   Company May Consolidate, Etc., Only on Certain Terms......  49
Section 802.   Successor Substituted.....................................  50

                                  ARTICLE 9.

                            SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders........  50
Section 902.   Supplemental Indentures with Consent of Holders...........  51
Section 903.   Execution of Supplemental Indentures......................  52
Section 904.   Effect of Supplemental Indentures.........................  52
Section 905.   Conformity with Trust Indenture Act.......................  52
Section 906.   Reference in Securities to Supplemental Indentures........  52
Section 907.   Notice of Supplemental Indenture..........................  53

                                  ARTICLE 10.

                                   COVENANTS

Section 1001.  Payment of Principal, Premium and Interest................  53
Section 1002.  Maintenance of Office or Agency...........................  53
Section 1003.  Money for Security Payments to Be Held in Trust...........  53
Section 1004.  Statement by Officers as to Default.......................  55
Section 1005.  Existence.................................................  55
Section 1006.  Waiver of Certain Covenants...............................  55

                                  ARTICLE 11.

                           REDEMPTION OF SECURITIES

Section 1101.  Right of Redemption.......................................  55
Section 1102.  Applicability of Article..................................  56
Section 1103.  Election to Redeem; Notice to Trustee.....................  56
Section 1104.  Selection by Trustee of Securities to Be Redeemed.........  56
Section 1105.  Notice of Redemption......................................  56
Section 1106.  Deposit of Redemption Price...............................  57
Section 1107.  Securities Payable on Redemption Date.....................  58
Section 1108.  Securities Redeemed in Part...............................  58
Section 1109.  Conversion Arrangements on Call for Redemption............  58

                                      -v-
<PAGE>
 
                                  ARTICLE 12.

                          SUBORDINATION OF SECURITIES

Section 1201.  Securities Subordinated to Senior Indebtedness............  59
Section 1202.  Payment Over of Proceeds Upon Dissolution, Etc............  59
Section 1203.  Acceleration of Securities................................  60
Section 1204.  No Payment When Senior Indebtedness in Default............  60
Section 1205.  Subrogation to Rights of Holders of Senior Indebtedness...  61
Section 1206.  Provisions Solely to Define Relative Rights...............  62
Section 1207.  Trustee to Effectuate Subordination.......................  62
Section 1208.  No Waiver of Subordination Provisions.....................  62
Section 1209.  Notice to Trustee.........................................  63
Section 1210.  Reliance on Judicial Order or Certificate of
                Liquidating Agent........................................  63
Section 1211.  Trustee Not Fiduciary for Holders of Senior Indebtedness..  64
Section 1212.  Rights of Trustee as Holder of Senior Indebtedness;
                Preservation of Trustee's Rights.........................  64
Section 1213.  Article Applicable to Paying Agents.......................  64
Section 1214.  Rights with respect to Conversion and Certain Payments....  64

                                  ARTICLE 13.

                           CONVERSION OF SECURITIES

Section 1301.  Conversion Privilege and Conversion Price.................  65
Section 1302.  Exercise of Conversion Privilege..........................  65
Section 1303.  Fractions of Shares.......................................  66
Section 1304.  Adjustment of Conversion Price............................  67
Section 1305.  Notice of Adjustments of Conversion Price.................  71
Section 1306.  Notice of Certain Corporate Action........................  71
Section 1307.  Company to Reserve Common Stock...........................  72
Section 1308.  Taxes on Conversions......................................  72
Section 1309.  Covenant as to Common Stock...............................  73
Section 1310.  Cancellation of Converted Securities......................  73
Section 1311.  Provisions as to Consolidation, Merger or Sale of Assets..  73
Section 1312.  Disclaimer of Responsibility for Certain Matters..........  74

                                  ARTICLE 14.

                          RIGHT TO REQUIRE REPURCHASE

Section 1401.  Right to Require Repurchase...............................  75

                                     -vi-
<PAGE>
 
Section 1402.  Notice; Method of Exercising Repurchase Right.............  75
Section 1403.  Deposit of Repurchase Price...............................  76
Section 1404.  Securities Not Repurchased on Repurchase Date.............  76
Section 1405.  Securities Repurchased in Part............................  76
Section 1406.  Certain Definitions.......................................  77
 
Testimonium
Signatures and Seals
Acknowledgments

                                     -vii-
<PAGE>
 
          INDENTURE, dated as of September 23, 1997 between KENT ELECTRONICS
CORPORATION, a corporation duly organized and existing under the laws of the
State of Texas (herein called the "Company"), having its principal executive
offices at 7433 Harwin Drive, Houston, Texas 77036, and TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, a national banking association, as Trustee (herein called
the "Trustee"), having an office at 600 Travis, Suite 1150, Houston, Texas
77002.

                            RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of its 4-1/2%
Convertible Subordinated Notes Due 2004 (herein called the "Securities") of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                  ARTICLE 1.

            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 other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;
<PAGE>
 
          (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles, and, except as otherwise herein expressly provided, the
term "generally accepted accounting principles" with respect to any computation
required and permitted hereunder shall mean United States accounting principles
as are generally accepted at the date of this Indenture; 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 in either Article Twelve or Thirteen are defined in
such Article.

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

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

          "Agent Member" means any member of, or participant in, the
Depositary.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Global Security to the extent
applicable to such transaction and as in effect from time to time.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities.

          The term "Beneficial Owner" is determined in accordance with Rule
13d-3 promulgated by the Commission under the Exchange Act.

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

          "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.

                                      -2-
<PAGE>
 
          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York, New York or
the city in which the Corporate Trust Office is located are authorized or
obligated to close by law or executive order.

          "Change in Control" has the meaning specified in Section 1406.

          "Close of Business" means 5:00 p.m. in New York, New York.

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

          "Common Stock" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding-up of the
Company and which is not subject to redemption by the Company.  However, subject
to the provisions of Section 1311, shares issuable on conversion of Securities
shall include only shares of the class designated as Common Stock of the Company
at the date of this Indenture or shares of any class or classes resulting from
any reclassification or reclassifications thereof and which have no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided, that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

          "Company" means the Person named as the "Company" in the first
paragraph of this instrument 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 delivered to the Trustee and signed in the name of the Company by (a) the
Chairman of the Board, the President or any Vice President of the Company and
(b) the Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company.

          "Corporate Trust Office" means the office of the Trustee, at which at
any particular time its corporate trust business shall be administered, as
follows:

          For payment, registration, transfer, exchange and tender of the
Securities:

                                      -3-
<PAGE>
 
<TABLE>
<S>                                         <C>
               BY HAND                                     BY MAIL

Texas Commerce Bank National Association    Texas Commerce Bank National Association
Attention: Registered Bond Events           Attention: Registered Bond Events
One Main Place                              P.O. Box 2320
1201 Main Street, 10th Floor                Dallas, Texas 75221-2320
Dallas, Texas 75202
</TABLE> 

Telephone: (214) 871-9393 or (800) 275-2048


            IN NEW YORK

Texas Commerce Bank National Association
c/o Texas Commerce Trust Company of New York
55 Water Street, North Building
Room 234 Windows 20 and 21
New York, New York 10041

Telephone: (212) 638-4020 or 638-4021
Telecopy No.: (212) 638-7267
 
For all other communications relating to the Securities:

Texas Commerce Bank National Association
600 Travis Street, Suite 1150
Houston, Texas 77002
Attention: Corporate Trust Officer

Telephone: (713) 216-5811
Telecopy: (713) 216-5476

          "Corporation" means a corporation, association, company, joint-stock
company, business trust, limited liability company or other similar entity.

          "Credit Facility" means the revolving promissory note with agreement
dated as of June 12, 1997 between the Company and Texas Commerce Bank National
Association, as may be amended from time to time, and any agreement evidencing
the refinancing, replacement, renewal or refunding thereof.

          "Current Market Price" has the meaning specified in Section 1304(f).

          "Daily Market Price" means the price of a share of Common Stock on
the relevant date, determined on the basis of the last reported sale price
regular way of the Common Stock as reported on the composite tape, or similar
reporting system, for issues listed on the New York Stock

                                      -4-
<PAGE>
 
Exchange (or if the Common Stock is not then listed on that Exchange, on the
principal national securities exchange upon which the Common Stock is listed or,
if not listed on any national securities exchange, on the Nasdaq National
Market, if the Common Stock shall be listed thereon or, if there is no such
reported sale on the day in question, on the basis of the average of the closing
bid and asked quotations regular way as so reported, or, if the Common Stock is
not listed on any national securities exchange or on the Nasdaq National Market,
on the basis of the average of the high bid and low asked quotations regular way
on the day in question in the over-the-counter market as reported by the
National Association of Securities Dealers Automated Quotation System, or if not
so quoted, as reported by National Quotation Bureau, Incorporated, or a similar
organization.

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

          "Depositary" means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as a Depositary for such Global Securities (or any successor
securities clearing agency so registered).

          "DTC" means The Depository Trust Company, a New York limited purpose
trust company.

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

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

          "Global Security" means a Security that is registered in the Security
Register in the name of a Depositary or nominee thereof.

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

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

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

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

                                      -5-
<PAGE>
 
          "Officers' Certificate" means a certificate delivered to the Trustee
and signed by (a) the Chairman of the Board, the President or any Vice President
of the Company and (b) the Treasurer, any Assistant Treasurer, the Secretary or
any Assistant Secretary of the Company. One of the officers signing an Officers'
Certificate given pursuant to Section 1004 shall be the principal executive,
financial or accounting officer of the Company.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company, and who shall not be unacceptable 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:

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

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

          (iii)  Securities which have been paid pursuant to Section 306 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

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

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

          "Record Date" means either a Regular Record Date or a Special Record
Date, as applicable.

          "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 on the applicable Redemption Date.

          "Regular Record Date," for the interest payable on any Interest
Payment Date, means the February 15 or August 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.

          "Repurchase Date" has the meaning specified in Section 1401.

          "Repurchase Event" has the meaning specified in Section 1406.

          "Repurchase Price" has the meaning specified in Section 1401.

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

          "Senior Indebtedness" means (a) principal of, premium, if any, and
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company) on
(i) indebtedness of the Company for money borrowed, whether outstanding on the
date of execution of this Indenture or thereafter created, incurred or assumed,
(ii) guarantees by the Company of indebtedness for money borrowed by any other
person, or reimbursement obligations under letters of credit, in either case,
whether outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed, (iii) indebtedness evidenced by notes (other than
the Securities), debentures, bonds or other instruments of indebtedness for the
payment of which the Company is responsible or liable, by guarantees or
otherwise, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, (iv) obligations of the Company under
interest rate and currency swaps, caps, floors, collars or similar agreements or
arrangements intended to protect the Company against fluctuations in interest or
currency rates, whether outstanding on the date of execution of this Indenture
or thereafter created, incurred or assumed and (v) obligations of the Company
under any agreement to lease, or any lease of, any real or personal property,
which obligations, whether outstanding on the date of execution

                                      -7-
<PAGE>
 
of this Indenture or thereafter created, incurred or assumed, are required to
be capitalized on the books of the Company in accordance with generally accepted
accounting principles, or guarantees by the Company of similar obligations of
others, and (b) modifications, renewals, extensions and refundings of any such
indebtedness, obligations or guarantees; unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such indebtedness, obligations or guarantees or such modification, renewal,
extension or refunding thereof are not superior in right of payment to the
Securities; provided, however, that Senior Indebtedness shall not be deemed to
include, and the Securities will rank pari passu in right of payment with, any
obligation of the Company to any Subsidiary.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307(a).

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

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

          "Termination of Trading" has the meaning specified in Section
1406(c).

          "Time of Determination" means (1) for purposes of Section 1304(b) or
(c), the time and date of the earlier of (a) the record date for determining
shareholders entitled to receive the rights, warrants or distributions referred
to in Section 1304(b) and (c), or (b) the commencement of "ex-dividend" trading
on the exchange or market referred to in the definition of the term "Daily
Market Price"; and (2) for purposes of Section 1304(e) the Expiration Time (as
defined in Section 1304(e)).

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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

                                      -8-
<PAGE>
 
          "Vice President," when used with respect to the Company, means any
vice president, whether or not designated by a number or a word or words added
before or after the title "vice president".

Section 102.  Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act.  Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirement set forth in
this Indenture.

          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 individual 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 individual, he has
made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

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

Section 103.  Form of Documents Delivered to Trustee.

          In any case where several matters are required to be certified by or
covered by an opinion of any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or
that they be so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any 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 certification or Opinion of
Counsel unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion with respect to the matters upon which his
certificate or opinion is based are erroneous.  Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate of public officials

                                      -9-
<PAGE>
 
or upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

Section 104.  Acts of Holders; Record Dates.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments.  Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (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.  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.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

                                      -10-
<PAGE>
 
and the provisions of this paragraph shall not apply with respect to, any Act by
the Holders pursuant to Section 501, 502 or 512.

          (d) The ownership of Securities shall be proved by the Security
Register.

          (e) Any Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the
registration of transfer therefor 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.

          (f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any action hereunder with regard to any particular Security may do
so with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

Section 105.  Notices, Etc., to Trustee and Company.

          Any Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

          (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at the address specified in the first paragraph of this
Indenture or such other address as previously furnished in writing by the
Trustee, or

          (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company, addressed to it
at the address of its principal executive offices specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.

Section 106.  Notice to Holders; Waiver.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address 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 any case where notice to Holders
is given by mail, neither the failure to mail any 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.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such

                                      -11-
<PAGE>
 
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.

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

Section 107.  Conflict With Trust Indenture Act.

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control.  If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108.  Effect of Headings and Table of Contents.

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

Section 109.  Successors and Assigns.

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

Section 110.  Separability Clause.

          In case any provision in this Indenture or in 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.

                                      -12-
<PAGE>
 
Section 111.  Benefits of Indenture.

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders of Securities, 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, but without regard to the
principles of conflicts of laws of such State.

Section 113.  Legal Holidays.

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert its Securities shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal and premium, if any, or conversion of the Securities need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity, or on such last day for conversion; provided, that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date, Stated Maturity or last day for conversion, as the case may be.

Section 114.  No Security Interest Created.

          Nothing in this Indenture or in the Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

Section 115.  Limitation on Individual Liability.

          No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company or any successor Person, or any of them,
because of the creation of the indebtedness hereby authorized, or

                                      -13-
<PAGE>
 
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, shareholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issuance of such Security.

                                  ARTICLE 2.

                                SECURITY FORMS

Section 201.  Forms Generally.

          The Securities and the Trustee's certificates of authentication shall
be in substantially the forms set forth in this Article, 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 any law or with the rules of any securities exchange on
which the Securities are listed or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of
the Securities.

          The definitive Securities (other than a Global Security) shall be
printed, lithographed or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

Section 202.  Form of Face of Security.

          A legend in substantially the following form shall also appear on the
face of each Global Security:

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
REFERRED TO BELOW AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE
OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY
AGENT THEREOF AS THE OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

          A legend in substantially the following form shall also appear on the
face of each Global Security for which The Depository Trust Company is to be the
Depositary:

                                      -14-
<PAGE>
 
          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR REGISTERED
SECURITIES IN DEFINITIVE REGISTERED FORM, THIS GLOBAL SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                          KENT ELECTRONICS CORPORATION

                 4-1/2% Convertible Subordinated Notes Due 2004

No. _________                                                      $____________
                                                           CUSIP No. 490 553 AA2

          KENT ELECTRONICS CORPORATION, a corporation duly organized and
existing under the laws of the State of Texas (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to _______________, or
registered assigns, upon presentment and surrender hereof, the principal sum of
____________ Dollars on September 1, 2004, and to pay interest thereon from and
including the date of the initial issuance of Securities under the Indenture
referred to on the reverse side of this Security or from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on March 1 and September 1 in each year, commencing March 1,
1998 at the rate of 4 1/2% per annum, until the principal hereof is paid or made
available for payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the Close of Business on the Regular Record Date
for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or

                                      -15-
<PAGE>
 
more Predecessor Securities) is registered at the Close of Business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities may be
listed and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Notice of a Special Record Date shall be given
to Holders of Securities not less than ten days prior to such Special Record
Date. Payment of the principal of and premium, if any, and interest on this
Security will be made (i) in same day funds on or prior to the payment dates
with respect to such amounts in the case of Securities held of record by DTC or
its nominee and (ii) at the offices of the Trustee in New York, New York (or
such other office maintained for that purpose pursuant to Section 1002) in the
case of Securities held of record by Holders other than DTC or its nominee, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made, with respect to
Securities held of record by a Holder other than DTC or its nominee, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: ______________________                 KENT ELECTRONICS CORPORATION
 


                                              By: ______________________________
                                                        [Title]


                                              Attest: __________________________
                                                        [Title]

Section 203.  Form of Reverse of Security.

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 4-1/2% Convertible Subordinated Notes Due 2004 (herein
called the "Securities"), limited in aggregate principal amount to $207,000,000
(including $27,000,000 principal amount of

                                      -16-
<PAGE>
 
the Securities issuable upon exercise of an underwriters' over-allotment
option), issued and to be issued under an Indenture, dated as of September 23,
1997 (herein called the "Indenture"), between the Company and Texas Commerce
Bank National Association, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Indebtedness and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

          Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at its option, at any time on or before
the Close of Business on September 1, 2004, or in case this Security or a
portion hereof is called for redemption, then in respect of this Security or
such portion hereof until and including, but (unless the Company defaults in
making the payment due upon redemption) not after, the Close of Business on the
Business Day immediately preceding the Redemption Date, to convert this Security
(or any portion of the principal amount hereof which is $1,000 or an integral
multiple thereof), at the principal amount hereof, or of such portion, into
fully paid and non-assessable shares (calculated as to each conversion to the
nearest 1/10,000th of a share) of Common Stock of the Company at a conversion
price equal to $49.53 principal amount for each share of Common Stock (or at the
adjusted conversion price at the Close of Business on the Redemption Date if an
adjustment has been made as provided in the Indenture) by surrender of this
Security, duly endorsed or assigned to the Company or in blank, to the Company
at its office or agency maintained for that purpose pursuant to Section 1002 of
the Indenture, accompanied by written notice to the Company in the form provided
in this Security (or such other notice as is acceptable to the Company) that the
Holder hereof elects to convert this Security, or if less than the entire
principal amount hereof is to be converted, the portion hereof to be converted,
and, in case such surrender shall be made after the Close of Business on any
Regular Record Date next preceding any Interest Payment Date and before the
Close of Business on such Interest Payment Date (unless there exists a default
in the payment of interest on this Security or this Security or the portion
thereof being converted has been called for redemption), also accompanied by
payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted.  Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no payment or adjustment is to be made
upon conversion on account of any interest accrued hereon or on account of any
dividends on the Common Stock issued upon conversion.  No fractional shares or
scrip representing fractions of shares will be issued on conversion, but instead
of any fractional share the Company shall pay a cash adjustment as provided in
the Indenture.  The conversion price is subject to adjustment as provided in the
Indenture.  In addition, the Indenture provides that in case of certain
consolidations, mergers or statutory exchanges of securities with another
corporation to which the Company is a party or the sale or conveyance of the
assets of the Company substantially as an entirety, the Indenture shall be
amended, without the consent of any Holders of Securities, so that

                                      -17-
<PAGE>
 
this Security, if then outstanding, will be convertible thereafter, during the
period this Security shall be convertible as specified above, only into the kind
and amount of securities, cash and other property receivable upon the
consolidation, merger, statutory exchange or transfer by a holder of the number
of shares of Common Stock into which this Security was convertible immediately
prior to such consolidation, merger, statutory exchange or transfer (assuming
such holder of Common Stock failed to exercise any rights of election and
received per share the kind and amount of consideration received per share by a
plurality of nonelecting shares).

          The Securities are subject to redemption upon not less than 15 and not
more than 60 days' notice by mail, at any time on or after September 6, 2000, as
a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount) plus accrued interest
to the Redemption Date, provided that interest installments whose Maturity is on
or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the Close of
Business on the relevant Record Dates, all as provided in the Indenture.

          If redeemed during the 12-month period beginning September 1 in the
year indicated (September 6, in the case of the year 2000), the Redemption Price
shall be:

                         Redemption
                 Year      Price
                 ----      -----

                 2000     102.57%
                 2001     101.93%
                 2002     101.29%
                 2003     100.64%

          If all accrued interest on the Securities has not been paid, the
Securities may not be redeemed in part and the Company may not purchase or
acquire any Security otherwise than pursuant to a purchase or exchange offer
made on the same terms to all holders of the Securities.

          In certain circumstances involving the occurrence of a Repurchase
Event (as defined in the Indenture), the Holder hereof shall have the right to
require the Company to repurchase this Security at 100% of the principal amount
hereof, together with accrued interest to the Repurchase Date, but interest
installments whose Stated Maturity is on or prior to such Repurchase Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the Close of Business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.

          In the event of redemption, conversion or repurchase of this Security
in part only, a new Security or Securities for the unredeemed, unconverted or
unpurchased portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

                                      -18-
<PAGE>
 
          Any Securities called for redemption, unless surrendered for
conversion by the Close of Business on the Business Day immediately preceding
the date fixed for redemption, are subject to being purchased from the Holder of
such Securities at the redemption price by one or more investment banking firms
or other purchasers who may agree with the Company to purchase such Securities
and convert them into Common Stock.

          The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto.  Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided, and (c) appoints the Trustee its attorney-in-fact for any and all such
purposes.

          If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer in any
place where the principal of and premium, if any, and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or its attorney duly authorized in writing, in
each case, with an appropriate signature guarantee, and thereupon one or more
new Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                                      -19-
<PAGE>
 
          The Securities are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple thereof.  As
provided in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the Holder surrendering
the same.

          No service charge shall be made for any such registration of transfer
or exchange except as provided in the Indenture.  The Company may require
payment of a sum sufficient to cover any tax or other governmental charge and
any other expenses (including the fees and reasonable expenses of the Trustee)
payable in connection therewith.

          Prior to due presentment of this 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 this Security is registered as the owner
hereof for all purposes, except as provided in this Security, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

          THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

                                      -20-
<PAGE>
 
                          [FORM OF CONVERSION NOTICE]

TO KENT ELECTRONICS CORPORATION:

          The undersigned registered owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion hereof (which is
$1,000 or a multiple thereof) designated below, into shares of Common Stock in
accordance with the terms of the Indenture referred to in this Security, and
directs that the shares issuable and deliverable upon the conversion, together
with any check in payment for a fractional share and any Security representing
any unconverted principal amount hereof, be issued and delivered to the
registered owner hereof unless a different name has been provided below.  Except
as otherwise provided in the Indenture, if this Notice is being delivered on a
date after the Close of Business on a Regular Record Date and before the Close
of Business on the related Interest Payment Date, this Notice is accompanied by
payment in funds acceptable to the Company, of an amount equal to the interest
payable on such Interest Payment Date on the principal of this Security to be
converted.  If shares or any portion of this Security not converted are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto.

Dated:___________________________            ___________________________________

                                             ___________________________________
                                             Signature(s)

                                      -21-
<PAGE>
 
          Signature(s) must be guaranteed by an Eligible Guarantor Institution
with membership in an approved signature guarantee program pursuant to Rule
17Ad-15 under the Securities Exchange Act of 1934.

__________________________________ 
Signature Guarantee

          Fill in for registration of shares of Common Stock if they are to be
delivered, or Securities if they are to be issued, other than to and in the name
of the registered owner:

__________________________________
(Name)

__________________________________
(Street Address)

__________________________________
(City, State and Zip code)

(Please print name and address)

Register:     ________ Common Stock

              ________ Securities
                      

(Check appropriate line(s)).

                         Principal amount to be converted (if less than all):
                                    $ ______________ ,000


                                    ____________________________________________
                                    Social Security or other Taxpayer
                                         Identification Number of owner


Section 204.  Form of Trustee's Certificate of Authentication.

           The Trustee's certificate of authentication shall be in substantially
the following form:

                                      -22-
<PAGE>
 
This is one of the Securities referred to in the within-mentioned Indenture.

                                    Texas Commerce Bank National Association,
                                         as Trustee


                                    By _________________________________________
                                         Authorized Signatory


                                  ARTICLE 3.

                                THE SECURITIES

Section 301.  Title and Terms.

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $207,000,000
(including $27,000,000 aggregate principal amount of Securities that may be sold
by the Company pursuant to the over-allotment option granted pursuant to the
Underwriting Agreement, dated September 17, 1997, among the Company, Smith
Barney Inc., BT Alex. Brown Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated),
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906, 1108, 1302 or 1405.

          The Securities shall be known and designated as the "4-1/2%
Convertible Subordinated Notes Due 2004" of the Company.  Their Stated Maturity
shall be September 1, 2004 and they shall bear interest at the rate of 4-1/2%
per annum, from and including the date of the initial issuance of Securities
under this Indenture or from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for, as the case may be,
payable semi-annually on March 1 and September 1 commencing March 1, 1998, until
the principal thereof is paid or made available for payment.  Each payment of
interest shall include interest accrued to but excluding the Interest Payment
Date on which payment is to be made.  The Company shall pay interest on overdue
principal at the rate borne by the Securities, and it shall pay interest on
overdue installments of interest at the same rate to the extent lawful.

          The principal of and premium, if any, and interest on the Securities
shall be payable (i) in same day funds on or prior to the payment dates with
respect to such amounts in the case of Securities held of record by DTC or its
nominee and (ii) at the offices of the Trustee in New York, New York (or such
other office maintained for that purpose pursuant to Section 1002) in the case
of Securities held of record by Holders other than DTC or its nominee; provided,
however, that at the option of the Company payment of interest may be made, with
respect to Securities held of

                                      -23-
<PAGE>
 
record by a Holder other than DTC or its nominee, by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.

          The Securities shall be redeemable as provided in Article Eleven.

          The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Twelve.

          The Securities shall be subject to repurchase at the option of the
Holder as provided in Article Fourteen.

Section 302.  Denominations.

          The Securities shall be issuable only in fully registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

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

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall either at one time or from time to time pursuant
to such instructions as may be described therein authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of the Indenture.

                                      -24-
<PAGE>
 
Section 304.  Temporary Securities.

          Pending the preparation of definitive Securities, the Company may
execute, and upon receipt of a 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 definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.  Every such temporary Security
shall be executed by the Company and shall be authenticated and delivered by the
Trustee upon the same conditions and in substantially the same manner, and with
the same effect, as the definitive Security or Securities in lieu of which it is
issued.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 1002, without charge to
the Holder.  Upon surrender for cancellation of any one or more temporary
Securities, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor one or more definitive Securities of a like
principal amount of authorized denominations.  Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

          For purposes of this Section 304 each Global Security shall be
considered a definitive Security.

Section 305.  Registration, Registration of Transfer and Exchange.

          (a) The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.  At all reasonable times the
Security Register shall be open for inspection by the Company.

          Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, 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 any authorized denominations and of a like aggregate principal
amount.

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at the office or agency
maintained for that purpose.  Whenever any Securities are

                                      -25-
<PAGE>
 
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.

          (b) All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.  Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or its
attorney duly authorized in writing, and, in the case of a transfer, with an
appropriate guarantee of signature.

          No service charge shall be made for any registration of transfer or
exchange of Securities except as provided in Section 306.  The Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, 1108,
1302 or 1405 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the Close of Business
on the day of such mailing, (ii) to register the transfer of or exchange of any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to register the
transfer or exchange of any Securities surrendered for conversion or repurchase
upon the occurrence of a Repurchase Event.

          The provisions of clauses (1), (2), (3), (4) and (5) below shall apply
only to Global Securities;

          (1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.

          (2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act at a time
when the Depositary is required to be so registered to act as depositary, in
each case unless the Company has approved a successor Depositary within 90 days,
(B) there shall have occurred and be continuing an Event of Default with

                                      -26-
<PAGE>
 
respect to such Global Security or (C) the Company in its sole discretion
determines that such Global Security will be so exchangeable or transferable.

          (3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global Security or any portion thereof shall be registered in
such names as the Depositary for such Global Security shall direct.

          (4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

          (5) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through
records maintained by the Depositary or its nominee or its Agent Members and
such owners of beneficial interests in a Global Security will not be considered
the owners or holders thereof.  Neither the Company nor the Trustee will have
any responsibility or obligation to the Depositary or any of its Agent Members
with respect to (i) the accuracy of any records maintained by the Depositary
(ii) the payment by the Depositary or any Agent Members of any amount due to any
owner of beneficial interests in a Global Security in respect of any Securities,
(iii) the delivery of any notice by the Depositary or any Agent Member, or (iv)
any other action taken by the Depositary or any Agent Members.

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 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 destruction, loss or theft of any Security
and (b) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

                                      -27-
<PAGE>
 
          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
expenses (including the fees and reasonable expenses of the Trustee) connected
therewith.

          Every new Security 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, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities 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.

          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.  At the
option of the Company, interest on any Security held of record by any Holder
other than DTC or its nominee may be paid by mailing checks to the addresses of
the Holders thereof as such addresses appear in the Securities Register.

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

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the Close of Business on a Special Record Date for
the payment of such Defaulted Interest which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, which payment date shall be at least 30 calendar days after
such notice delivered by the Company to the Trustee (or such shorter period as
is satisfactory to the Trustee), 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

                                      -28-
<PAGE>
 
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder at its address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
Close of Business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (b).

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

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

          In the case of any Security which is converted after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the Close of Business on such Regular Record Date; provided,
however, that Securities so surrendered for conversion shall (except in the case
of Securities or portions thereof (i) which have been called for redemption or
(ii)  as to which there exists a default in the payment of interest thereon) be
accompanied by payment in funds acceptable to the Company of an amount equal to
the interest payable on such Interest Payment Date on the principal amount being
surrendered for conversion.  Except as otherwise expressly provided in the
immediately preceding sentence, in the case of any Security which is converted,
interest whose Stated Maturity is after the date of conversion of such Security
shall not be payable.

                                      -29-
<PAGE>
 
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 owner of such
Security for the purpose of receiving payment of principal of and premium, if
any, and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 309.  Cancellation.

          All Securities surrendered for payment, redemption, registration of
transfer, exchange or conversion shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee.  No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

Section 310.  Computation of Interest.

          Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

Section 311.  CUSIP Number.

          The Company in issuing the Securities may use a "CUSIP" number and, if
it does so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided that such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Securities and that reliance may be placed only
on the other identification numbers printed on the Securities.  The Company
shall promptly notify the Trustee of any change in the CUSIP number.

                                  ARTICLE 4.

                          SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of conversion or registration of
transfer or exchange of Securities herein

                                      -30-
<PAGE>
 
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

          (a)  either

               (i)  all Securities theretofore authenticated and delivered
          (other than (A) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 306 and
          (B) Securities for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 1003) have been delivered to the Trustee for cancellation; or

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

                         (A)  have become due and payable, or

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

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

                         (D) are delivered to the Trustee for conversion in
                   accordance with Article Thirteen;

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

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

          (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if

                                      -31-
<PAGE>
 
money shall have been deposited with the Trustee pursuant to subclause (ii) of
Clause (a) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

Section 402.  Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and premium, if
any, and interest for whose payment such money has been deposited with the
Trustee.  All moneys deposited with the Trustee pursuant to Section 401 (and
held by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon Company Request.

Section 403.  Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article Four by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article Four until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust with respect to the Securities;
provided, however, that if the Company makes any payment of principal of or any
premium or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of the
Securities to receive such payment from the money so held in trust.


                                  ARTICLE 5.

                                   REMEDIES

Section 501.  Events of Default.

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

          (a) default in the payment of any interest upon any Security when it
becomes due and payable, whether or not such payment is prohibited by the
provisions of Article Twelve, and continuance of such default for a period of 30
days; or

                                      -32-
<PAGE>
 
          (b) default in the payment of the principal of or premium, if any, on
any Security at its Maturity, whether or not such payment is prohibited by the
provisions of Article Twelve; or

          (c) default in the payment of the Repurchase Price in respect of any
Security on the Repurchase Date therefor, whether or not such payment is
prohibited by the provisions of Article Twelve or failure to provide timely
notice of a Repurchase Event as required by Section 1402; or

          (d) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 45 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

          (e) default under one or more bonds, debentures, notes or other
evidences of indebtedness for money borrowed by the Company or any Subsidiary or
under one or more mortgages, indentures or instruments under which there may be
issued or by which there may be secured or evidenced any indebtedness for money
borrowed by the Company or any Subsidiary, whether such indebtedness is
outstanding on the date of this Indenture or thereafter created, which default
individually or in the aggregate shall constitute a failure to pay the principal
of indebtedness in excess of $15,000,000 when due and payable after the
expiration of any applicable grace period with respect thereto or shall have
resulted in indebtedness in excess of $15,000,000 becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 30 days after there shall
have been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities a written notice specifying such default
and requiring the Company to cause such indebtedness to be discharged or cause
such acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

          (f) a final judgment or final judgments for the payment of money
against the Company or any Subsidiary the entry by a court or courts of
competent jurisdiction of which remain undischarged for a period (during which
execution shall not be effectively stayed, the posting of any required bond not
being deemed an execution for purposes hereof) of 30 days, provided that the
aggregate amount of all such judgments exceeds $15,000,000 (net of amounts to
which the Company or such Subsidiary is entitled pursuant to insurance policies
which can reasonably be expected to be paid in the ordinary course); or

          (g) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any Subsidiary in an
involuntary case or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or (ii) a

                                      -33-
<PAGE>
 
decree or order adjudging the Company or any Subsidiary a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or any Subsidiary
under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Subsidiary or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

          (h) the commencement by the Company or any Subsidiary 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 or any Subsidiary in an
involuntary 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 other similar official of the
Company or any Subsidiary or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company or any Subsidiary in furtherance
of any such action.

          Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501, a record date shall automatically and without any other action by
any Person be set for the purpose of determining the Holders of Outstanding
Securities entitled to join in such Notice of Default, which record date shall
be the Close of Business on the day the Trustee receives such Notice of Default.
The Holders of Outstanding Securities on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
Notice of Default, whether or not such Holders remain Holders after such record
date; provided, that unless such Notice of Default shall have become effective
by virtue of the Holders of the requisite principal amount of Outstanding
Securities on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such Notice of
Default shall automatically and without any action by any Person be canceled and
of no further force or effect.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

          If an Event of Default (other than an Event of Default specified in
Section 501(g) or (h)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal plus
any interest accrued on the Securities to the date of declaration shall become
immediately due and payable.  In the case of an Event of Default specified in
Section 501(g) or (h), all unpaid principal of and accrued interest on

                                      -34-
<PAGE>
 
the Securities then outstanding shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the holders of
Securities.

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

          (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest on all Securities, (ii) the principal
of and premium, if any, on any Securities which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate borne by
the Securities, (iii) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate borne by the Securities, and (iv) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and

          (b) all Events of Default, other than the nonpayment of the principal
of Securities which has become due solely by such declaration of acceleration,
have been cured or waived as provided in Section 513.

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

          Upon receipt by the Trustee of any declaration of acceleration, or any
rescission and annulment of any such declaration, pursuant to this Section 502,
a record date shall automatically and without any other action by any Person be
set for the purpose of determining the Holders Of Outstanding Securities
entitled to join in such declaration, or rescission and annulment, as the case
may be, which record date shall be the Close of Business on the day the Trustee
receives such declaration, or rescission and annulment, as the case may be.  The
Holders of Outstanding Securities on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to join in such declaration,
or rescission and annulment, as the case may be, whether or not such Holders
remain Holders after such record date; provided, that unless such declaration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of Holders of the requisite principal amount of Outstanding Securities on
such record date (or their duly appointed agents) having joined therein on or
prior to the 90th day after such record date, such declaration, or rescission
and annulment, as the case may be, shall automatically and without any action by
any Person be canceled and of no further force or effect.

                                      -35-
<PAGE>
 
Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if

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

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

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

          If an Event of Default specified in Section 503(a) or (b) occurs and
is continuing with respect to the Securities, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the
collection of such sums due and unpaid.

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

Section 504.  Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, including filing proofs of claim in federal bankruptcy proceedings,
to take any and all actions authorized under the Trust Indenture Act in order to
have the claims of the Holders and the Trustee allowed in any such proceeding.
In particular, the Trustee shall be authorized 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 amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

                                      -36-
<PAGE>
 
          No provision of this Indenture 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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and may be a member of the
Creditors' Committee.

Section 505.  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 of the Securities in respect of which such
judgment has been recovered.

Section 506.  Application of Money Collected.

          Subject to Article Twelve, any money collected by the Trustee pursuant
to this Article shall be applied in the following order, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account
of principal or premium, if any, or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

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

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

     THIRD: The balance, if any, to the Company or any other Person or Persons
determined to be entitled thereto.

Section 507.  Limitation on Suits.

          No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
(a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default; (b) the Holders of not less than 25% in principal
amount of the Outstanding Securities shall have made written request to the
Trustee to institute proceedings in

                                      -37-
<PAGE>
 
respect of such Event of Default in its own name as Trustee hereunder; (c) such
Holder or Holders have offered to the Trustee indemnity satisfactory to the
Trustee 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 has failed to institute any such proceeding; and
(e) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities; it being understood and intended that no
one or more 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 Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all the Holders.

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

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section
307) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date or, in the
case of a repurchase pursuant to Article Fourteen, on the Repurchase Date) and
to convert such Security in accordance with Article Thirteen and to institute
suit for the enforcement of any such payment and right to convert, and such
rights shall not be impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.

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

Section 510.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in 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.

                                      -38-
<PAGE>
 
Section 511.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Security
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.  Every right and remedy given by this Article or by law
to the Trustee or to 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 512.  Control by Holders.

          The Holders of a majority in principal amount of the Outstanding
Securities 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; provided, that

          (a) such direction shall not be in conflict with any rule of law or
with this Indenture; and

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

          (c) subject to the provisions of Section 601, the Trustee shall have
the right to decline to follow any such direction if the Trustee in good faith
shall determine that the action so directed would involve the Trustee in
personal liability or would be unduly prejudicial to Holders not joining in such
direction.

          Upon receipt by the Trustee of any such direction, a record date shall
automatically and without any other action by any Person be set for the purpose
of determining the Holders of Outstanding Securities entitled to join in such
direction, which record date shall be the Close of Business on the day the
Trustee receives such direction.  The Holders of Outstanding Securities on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, that unless such direction shall have become
effective by virtue of Holders of the requisite principal amount of Outstanding
Securities on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such direction shall
automatically and without any action by any Person be canceled and of no further
force or effect.

Section 513.  Waiver of Past Defaults.

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

                                      -39-
<PAGE>
 
          (a) in the payment of the principal of or premium, if any, or interest
on any Security, or, without the consent of the Holder of the Security affected,
in the repurchase of any Security or part thereof in accordance with Article
Fourteen, or

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

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

Section 514.  Undertaking for Costs.

          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, a court in its discretion may require any party
litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess reasonable costs against any such party litigant, including
reasonable attorneys' fees, in the manner and to the extent provided in the
Trust Indenture Act; provided, that this Section shall not be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company or in any suit for the enforcement of the
right to convert any Security in accordance with Article Thirteen.

Section 515.  Waiver of Stay or Extension Laws.

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

                                  ARTICLE 6.

                                  THE TRUSTEE

Section 601.  Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act.  Notwithstanding the foregoing, 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

                                      -40-
<PAGE>
 
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

Section 602.  Notice of Defaults.

          The Trustee shall give the Holders notice of any default hereunder
known to the Trustee in the manner and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(d), no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.  Notwithstanding the
foregoing, the Trustee shall be entitled to withhold notice of any default
hereunder to the extent permitted by Section 315(b) of the Trust Indenture Act.

Section 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

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

          (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order 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 Officers' Certificate;

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

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

                                      -41-
<PAGE>
 
          (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 be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

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

          (h) the Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.

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

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

Section 605.  May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 606.  Money Held in Trust.

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

                                      -42-
<PAGE>
 
Section 607.  Compensation and Reimbursement.

          The Company agrees:

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

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

          (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
trust, including the reasonable costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

          As security for the performance of the obligations of the Company
under this Section 607, the Trustee shall have a lien prior to the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities.

Section 608.  Disqualification; Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, or any State or Territory or the District of Columbia that (a) is
eligible pursuant to the Trust Indenture Act to act as such, (b) has (or, in the
case of a corporation included in a bank holding company system, whose related
bank holding company has) a combined capital and surplus of at least $50,000,000
and (c) has an office in the Borough of Manhattan, The City of New York as
required by Section 1002.  If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of a Federal or state
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

                                      -43-
<PAGE>
 
forth in its most recent report of condition so published. No obligor upon the
Securities or Affiliate of such obligor shall serve as Trustee upon the
Securities. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

 Section 610.  Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

          (b) The Trustee may resign at any time by giving written notice
thereof to the Company.  If an instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the resigning 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.

          (c) The Trustee may be removed at any time by the Company or by an Act
of the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Trustee and to the Company.

          (d)  If at any time:

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

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

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

then, in any such case, subject to Section 514, any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

          (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, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee and
such successor Trustee shall comply with the

                                      -44-
<PAGE>
 
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 611 become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders in the
manner provided in Section 106.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

Section 611.  Acceptance of Appointment by Successor.

          Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

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

Section 612.  Merger, Conversion, Consolidation or Succession to Business.

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

                                      -45-
<PAGE>
 
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

Section 613.  Preferential Collection of Claims Against Company.

          The Trustee shall comply with Section 311 of the Trust Indenture Act,
provided that the Trustee shall have the benefit of the provisions of  Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed
shall be subject to Section 311 of the Trust Indenture Act to the extent
indicated therein.

Section 614.  Appointment of Authenticating Agent.

          The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption, 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 Person organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority.  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 Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such Person 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

                                      -46-
<PAGE>
 
time such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail notice of such
appointment by first-class mail, postage prepaid, to all Holders as their names
and addresses appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment under this Section 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 to act as such under the
provisions of this Section.

          Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have represented to the Trustee that it is eligible for appointment as
Authenticating Agent under this Section and to have agreed with the Trustee
that: it will perform and carry out the duties of an Authenticating Agent as
herein set forth, including among other things the duties to authenticate
Securities when presented to it in connection with the original issuance and
with exchanges, registrations of transfer or redemptions or conversions thereof
or pursuant to Section 306; it will keep and maintain, and furnish to the
Trustee from time to time as requested by the Trustee, appropriate records of
all transactions carried out by it as Authenticating Agent and will furnish the
Trustee such other information and reports as the Trustee may reasonably
require; and it will notify the Trustee promptly if it shall cease to be
eligible to act as Authenticating Agent in accordance with the provisions of
this Section.  Any Authenticating Agent by the acceptance of its appointment
shall be deemed to have agreed with the Trustee to indemnify the Trustee against
any loss, liability or expense incurred by the Trustee and to defend any claim
asserted against the Trustee by reason of any acts or failures to act of such
Authenticating Agent, but such Authenticating Agent shall have no liability for
any action taken by it in accordance with the specific written direction of the
Trustee.

          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, subject to the
provisions of Section 607.

          If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in lieu of the Trustee's certificate of authentication,
an alternative certificate of authentication in the following form:

This is one of the Securities described in the within-mentioned Indenture.

                                                                  
                              _____________________________________ ,
                              As Trustee

                              By: _________________________________
                                    As Authenticating Agent

                              By: _________________________________
                                    Authorized Officer

                                      -47-
<PAGE>
 
                                  ARTICLE 7.

               HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

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

          The Company will furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require containing all
the information in the possession or control of the Company, or any of its
Paying Agents, other than the Trustee, as to the names and addresses of the
Holders as of such Regular Record Date, and

          (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished.  Notwithstanding the foregoing, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished.

Section 702.  Preservation of Information; Communication to Holders.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

          (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

          (c) The Company, the Trustee and any other Person shall have the
protection of Section 312(c) of the Trust Indenture Act.

Section 703.  Reports by Trustee.

          (a) The Trustee shall transmit to Holders such reports dated as of
August 15 concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

          (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the

                                      -48-
<PAGE>
 
Commission and with the Company. The Company will notify the Trustee when the
Securities are listed on any stock exchange.

Section 704.  Reports by Company.

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act, as amended, shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

                                  ARTICLE 8.

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER or LEASE

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

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

          (a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, 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 properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust, shall be organized and
validly existing under the laws of the United States of America, 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 on all the Securities and the performance and observance of
each covenant and obligation on the part of the Company to be performed or
observed under this Indenture and shall have provided for conversion rights in
accordance with Section 1311;

          (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;

          (c) such consolidation, merger, conveyance, transfer or lease does not
adversely affect the validity or enforceability of the Securities; and

                                      -49-
<PAGE>
 
          (d) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

Section 802.  Successor Substituted.

          Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
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.

                                  ARTICLE 9.

                            SUPPLEMENTAL INDENTURES

Section 901.  Supplemental Indentures Without Consent of Holders.

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

          (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by any such successor of the
covenants of the Company herein and in the Securities; or

          (b) to add to the covenants of the Company for the benefit of the
Holders or an additional Event of Default, or to surrender any right or power
herein conferred upon the Company; or

          (c)  to secure the Securities; or

          (d) to make provision with respect to the conversion rights of Holders
pursuant to the requirements of Section 1311; or

                                      -50-
<PAGE>
 
          (e) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities; or

          (f) to cause the Indenture and the Securities to comply with
applicable law, including the Trust Indenture Act; or

          (g) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to amend any other provisions with respect to matters or questions arising
under this Indenture; provided, that such action pursuant to this clause (g)
shall not adversely affect the interests of the Holders in any material respect.

Section 902.  Supplemental Indentures with Consent of Holders.

          With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, 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 any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each outstanding Security affected thereby,

          (a) change the Stated Maturity of the principal of, or any installment
of interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the redemption thereof, or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), or make the principal thereof or any premium or interest
thereon payable in any coin or currency other than that provided for in the form
of Security hereinabove set forth or modify the provisions of this Indenture
with respect to the subordination of the Securities in a manner adverse to the
Holders, or impair the right to convert the Securities into Common Stock or to
require the Company to repurchase the Securities upon the occurrence of a
Repurchase Event, subject to the terms set forth herein, or

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

          (c) modify any of the provisions of this Section, Section 513 or
Section 1006, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this Clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in

                                      -51-
<PAGE>
 
this Section and Section 1006, or the deletion of this proviso, in accordance
with the requirements of Section 901(e).

          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.

Section 903.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall not
(except to the extent required in the case of a supplemental indenture entered
into under 901(f)) be obligated to, enter into any such supplemental indenture
which adversely affects in a material way the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 904.  Effect of Supplemental Indentures.

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

Section 905.  Conformity with Trust Indenture Act.

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

Section 906.  Reference in Securities to Supplemental Indentures.

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

                                      -52-
<PAGE>
 
Section 907.  Notice of Supplemental Indenture.

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 902, the Trustee shall transmit to
the Holders a notice setting forth the substance of such supplemental indenture.

                                  ARTICLE 10.

                                   COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

          The Company will duly and punctually pay the principal of and premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

          The Company will maintain in New York, New York an office or agency
(which may be the Corporate Trust Office or other office of the Trustee) where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, where Securities may be surrendered
for exchange, conversion or repurchase in accordance with the terms of this
Indenture and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of any such office or agency.  If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

Section 1003. Money for Security Payments to Be Held in Trust.

          If the Company shall at any time act as its own Paying Agent, on or
before each due date of the principal of and premium, if any, or interest on any
of the Securities, the Company will segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal and
premium, if any, or interest so becoming due until such sums shall be paid to
such

                                      -53-
<PAGE>
 
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

          Whenever the Company shall have one or more Paying Agents, on or prior
to each due date of the principal of and premium, if any, or interest on any
Securities, the Company will deposit with a Paying Agent a sum sufficient to pay
the principal and any premium and interest so becoming due, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (a) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and hold all sums held by it for the payment
of principal of or any premium or interest on the 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; and (b) at any time during
the continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities.

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

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

                                      -54-
<PAGE>
 
Section 1004. Statement by Officers as to Default.

          The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate stating whether or not to the best knowledge of the signers thereof
the Company is in compliance with all conditions and covenants under this
Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

Section 1005. Existence.

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

Section 1006. Waiver of Certain Covenants.

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

                                  ARTICLE 11.

                           REDEMPTION OF SECURITIES

Section 1101. Right of Redemption.

          The Securities may be redeemed at the election of the Company, in
whole or from time to time in part, at any time on or after September 6, 2000 at
the Redemption Prices specified in the form of Security hereinbefore set forth,
together with accrued interest, to the Redemption Date; provided, however, that
if all accrued interest on the Securities has not been paid, the Securities may
not be redeemed in part and the Company may not redeem any Security other than
pursuant to a purchase or exchange offer to all holders of the Securities.

                                      -55-
<PAGE>
 
Section 1102. Applicability of Article.

          Redemption of Securities at the election of the Company as permitted
by any provision of this Indenture shall be made in accordance with such
provision and this Article.

Section 1103. Election to Redeem; Notice to Trustee.

          The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution.  In case of any
redemption at the election of the Company, the Company shall, at least 30 days
prior to the Redemption Date fixed by the Company (unless a shorter period shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount of Securities to be redeemed.

Section 1104. Selection by Trustee of Securities to Be Redeemed.

          If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by lot or by such other method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or any integral multiple thereof) of the principal
amount of Securities of a denomination equal to or larger than $1,000.

          If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be practical) to be the portion selected for redemption.  Securities
which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as Outstanding for the purpose of such selection.  In
any case where more than one Security is registered in the same name, the
Trustee in its sole discretion may treat the aggregate principal amount so
registered as if it were represented by one Security.

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

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

                                      -56-
<PAGE>
 
Section 1105. Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at its address appearing in
the Security Register.

          All notices of redemption shall state:

          (a) the Redemption Date,

          (b) the Redemption Price,

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

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

          (e) the conversion price, the date on which the right to convert the
              Securities to be redeemed will terminate and the place or places
              where such Securities may be surrendered for conversion, and

          (f) the place or places where such Securities are to be surrendered
              for payment of the Redemption Price. Notice of redemption of
              Securities to be redeemed at the election of the Company shall be
              given by the Company or, at the Company's request, by the Trustee
              in the name and at the expense of the Company.

Section 1106. Deposit of Redemption Price.

          At or prior to 10:00 am on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting as
its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay on such date the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date other than any Securities called for redemption on that date which
have been converted prior to the Redemption Date.

          If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to

                                      -57-
<PAGE>
 
receive interest as provided in the last paragraph of Section 307) be paid to
the Company upon Company Request or, if then held by the Company, shall be
discharged from such trust.

Section 1107. Securities Payable on Redemption Date.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest.  Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date, on the later of the Redemption Date or the date such
Security is surrendered; provided, however, that installments of interest whose
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the Close of Business on the relevant Record Dates according to their terms and
the provisions of Section 307.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption as provided herein, the principal and premium,
if any, shall, until paid, bear interest from the Redemption Date at the rate
borne by the Security.  The Company shall be deemed to have made payment as
provided herein if checks are mailed to the appropriate Persons not later than
the Redemption Date.

Section 1108. Securities Redeemed in Part.

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

Section 1109. Conversion Arrangements on Call for Redemption.

          In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities surrendered for
redemption by an agreement with one or more investment banking firms or other
purchasers to purchase such Securities by paying to the Holders thereof, or to
the Trustee or Paying Agent in trust for such Holders, at or before 10:00 a.m.
on the Redemption Date, an amount not less than the Redemption Price, together
with interest accrued to the Redemption Date, payable by the Company on
redemption of such Securities. Notwithstanding anything to the contrary
contained in this Article Eleven, the obligation of the Company to pay the
Redemption Price of such Securities, together with interest accrued to the

                                      -58-
<PAGE>
 
Redemption Date, shall be satisfied and discharged to the extent such amount is
so paid by such purchasers.  Pursuant to such an agreement, any Securities
tendered by the Holder thereof for redemption or not duly surrendered for
conversion by such Holder shall be deemed acquired by such purchasers from such
Holders and surrendered by such purchasers for conversion, all as of immediately
prior to the Close of Business on the Redemption Date, subject to payment of the
above amount as aforesaid.

                                  ARTICLE 12.

                          SUBORDINATION OF SECURITIES

Section 1201. Securities Subordinated to Senior Indebtedness.

          The Company covenants and agrees, and each Holder of a Security, by
its acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the indebtedness
represented by the Securities and the payment of the principal of and premium,
if any, and interest on each and all of the Securities, and the amount, if any,
of the Repurchase Price payable in respect of Securities pursuant to Article
Fourteen, are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

Section 1202. Payment Over of Proceeds Upon Dissolution, Etc.

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding, relative to the Company or to its creditors, as such, or to its
assets, or (b) any proceeding for the liquidation, dissolution or other winding
up of the Company, whether total or partial, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (c) any assignment for
the benefit of creditors or any other marshaling of assets and liabilities of
the Company, then and in any such event the holders of Senior Indebtedness shall
be entitled to receive payment in full of all amounts due or to become due on or
in respect of all Senior Indebtedness before the Holders of the Securities are
entitled to receive any payment or distribution of any kind or character,
whether in cash, property or securities, on account of principal of or premium,
if any, or interest on the Securities (including the Repurchase Price payable in
respect of Securities pursuant to Article Fourteen), and to that end the holders
of Senior Indebtedness shall be entitled to receive, for application, to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities, including any such payment or distribution
which may be payable or deliverable by reason of the payment of any other
indebtedness of the Company being subordinated to the payment of the Securities,
which may be payable or deliverable in respect of the Securities in any such
case, proceeding, dissolution, liquidation or other winding up or event.

                                      -59-
<PAGE>
 
          In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, including
any such payment or distribution which may be payable or deliverable by reason
of the payment of any other indebtedness of the Company being subordinated to
the payment of the Securities, before all Senior Indebtedness is paid in full,
then and in such event such payment or distribution shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all Senior Indebtedness in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Indebtedness.

          For purposes of this Article only, the words "cash, property or
securities" shall not be deemed to include securities of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment that does not adversely
alter the rights of holders of Senior Indebtedness which are subordinated in
right of payment to all Senior Indebtedness which may at the time be outstanding
to substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the
liquidation or dissolution of the Company following the conveyance or transfer
of its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or which acquires by conveyance or transfer such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article Eight.

Section 1203. Acceleration of Securities.

          Notwithstanding anything in this Indenture to the contrary, neither
the Trustee nor any Holder shall exercise any right either may have to
accelerate the maturity of the Securities at any time when payment of any amount
owing on the Securities is prohibited, in whole or in part, pursuant to Section
1202 or 1204; provided, however, that such right may nevertheless be so
exercised upon the earliest of (i) the acceleration of the maturity of any
Senior Indebtedness, (ii) the exercise by any holder of Senior Indebtedness of
any remedies available to it upon a default with respect to Senior Indebtedness,
or (iii) the occurrence of an Event of Default described in Section 501(g) or
(h).

Section 1204. No Payment When Senior Indebtedness in Default.

          (a) In the event (i) and during the continuation of any default in the
payment of principal of, premium, if any, or interest on any Senior
Indebtedness, whether at the date of a

                                      -60-
<PAGE>
 
required payment, maturity, upon mandatory purchase, redemption or otherwise, or
(ii) that any other default with respect to any Senior Indebtedness shall have
occurred and be continuing, then no payment (including any payment which may be
payable by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities) shall be made by the Company on
account of the principal of or premium, if any, or interest on the Securities or
on account of the purchase, redemption or other acquisition of Securities (x) in
the case of any default described in clause (i) above, unless and until the
Senior Indebtedness to which such default relates is discharged or such default
shall have been cured or waived or shall have ceased to exist or the holders of
such Senior Indebtedness or their agents have waived the benefits of this
Section 1204(a), and (y) in the case of any default specified in clause (ii)
above, from the date the Company or the Trustee receives written notice of such
default (a "Senior Default Notice") from the (1) the lender(s) under the Credit
Facility if such default relates to the Credit Facility, or (2) the holders of
at least 25% in principal amount of the kind or category of Senior Indebtedness
to which such default relates or any representative of such holders if such
default does not relate to the Credit Facility, until the earlier of (A) 180
days after such date or (B) the date, if any, on which the Senior Indebtedness
to which such default relates is discharged or such default shall have been
cured or waived or shall have ceased to exist or the holders of such Senior
Indebtedness or their agents shall have waived the benefits of this Section
1204(a); provided, however, that not more than one Senior Default Notice shall
be given during any period of 360 consecutive days, regardless of the number of
defaults specified in clause (ii) above with respect to Senior Indebtedness
during such 360-day period.

          (b) In the event that, notwithstanding the foregoing, the Company
shall make any payment to the Trustee or the Holder of any Security prohibited
by the foregoing provisions of this Section, then and in such event such payment
shall be paid over and delivered forthwith to the Company; provided, however,
that the Trustee shall only be required to return to the Company such payment or
any portion of such payment that is held by the Trustee.

          The provisions of this Section shall not apply to any payment with
respect to which Section 1202 would be applicable.

Section 1205. Subrogation to Rights of Holders of Senior Indebtedness.

          Subject to the payment in full of all amounts due on or in respect of
Senior Indebtedness, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior
Indebtedness pursuant to the provisions of this Article (equally and ratably
with the holders of all indebtedness of the Company which by its express terms
is subordinated to other indebtedness of the Company to substantially the same
extent as the Securities are subordinated and is entitled to like rights of
subrogation) to the rights of the holders of such Senior Indebtedness to receive
payments and distributions of cash, property and securities applicable to the
Senior Indebtedness until the principal of and premium, if any, and interest on
the Securities shall be paid in full.  For purposes of such subrogation, no
payments or distributions to the holders of the Senior Indebtedness of any cash,
property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments

                                      -61-
<PAGE>
 
over pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior Indebtedness and the Holders
of the Securities, be deemed to be a payment or distribution by the Company to
or on account of the Senior Indebtedness.

Section 1206. Provisions Solely to Define Relative Rights.

          The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand.  Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of and premium, if any, and interest on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

Section 1207. Trustee to Effectuate Subordination.

          Each Holder of a Security by its acceptance thereof authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

Section 1208. No Waiver of Subordination Provisions.

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which

                                      -62-
<PAGE>
 
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

Section 1209. Notice to Trustee.

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Securities.  Notwithstanding the provisions of
this Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Section 601, shall be entitled in all respects to assume that no
such facts exist.

          Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor).  In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

Section 1210. Reliance on Judicial Order or Certificate of Liquidating Agent.

          Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee, subject to the provisions of Section 601, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.

                                      -63-
<PAGE>
 
Section 1211. Trustee Not Fiduciary for Holders of Senior Indebtedness.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

Section 1212.  Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

Section 1213. Article Applicable to Paying Agents.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1212 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 1214. Rights with respect to Conversion and Certain Payments.

          Nothing contained in this Article or elsewhere in this Indenture, or
in any of the Securities, shall prevent (x) the application by the Trustee or
any Paying Agent (including by the Company if the Company shall then be acting
as Paying Agent) of any moneys deposited with it hereunder to the payment of or
on account of the principal of and premium, if any, or interest on Securities,
including, without limitation, redemptions or repurchases pursuant to Articles
Eleven or Fourteen, if, at the time of such deposit (provided that the time of
such deposit was not more than 10 days prior to the time of such payment), such
payment would not have been prohibited by the foregoing provisions of this
Article, or (y) conversion of Securities.

                                      -64-
<PAGE>
 
                                  ARTICLE 13.

                           CONVERSION OF SECURITIES

Section 1301. Conversion Privilege and Conversion Price.

          Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion of the principal
amount thereof which equals $1,000 or any integral multiple thereof may be
converted at the principal amount thereof, or of such portion thereof, into
fully paid and nonassessable shares (calculated as to each conversion to the
nearest 1/10,000th of a share) of Common Stock, at the conversion price,
determined as hereinafter provided, in effect at the time of conversion.  Such
conversion right shall expire at the Close of Business on September 1, 2004.  In
case a Security or portion thereof is called for redemption, such conversion
right in respect of the Security or portion so called shall expire at the Close
of Business on the Business Day immediately preceding the Redemption Date,
unless the Company defaults in making the payment due upon redemption.

          The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "conversion price") shall be initially $49.53 per
share of Common Stock. The conversion price shall be adjusted in certain
instances as provided in paragraphs (a), (b), (c), (d), (e) and (h) of Section
1304.

 Section 1302. Exercise of Conversion Privilege.

          In order to exercise the conversion privilege, the Holder of any
Security shall surrender such Security, duly endorsed or assigned to the Company
or in blank, at any office or agency of the Company maintained pursuant to
Section 1002, accompanied by written notice to the Company in the form provided
in the Security (or such other notice as is acceptable to the Company) at such
office or agency that the Holder elects to convert such Security or, if less
than the entire principal amount thereof is to be converted, the portion thereof
to be converted.  In the case of any Security which is surrendered for
conversion during the period from the Close of Business on any Regular Record
Date through and including but before the Close of Business on the next
succeeding Interest Payment Date (other than any Security whose Maturity is
prior to such Interest Payment Date), interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest 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 such Regular Record Date (unless the
Company shall default in the payment of interest on such Interest Payment Date,
in which case such amount shall be paid to the person who made the payment
referred to below); provided, however, that Securities so surrendered for
conversion shall be accompanied by payment in funds acceptable to the Company of
an amount equal to the interest payable on such Interest Payment Date on the
principal amount being surrendered for conversion; provided, however, that no
such payment need be made if there shall exist at the time of conversion a
default in the payment of interest on the Securities or if such Securities or
portion thereof being

                                      -65-
<PAGE>
 
converted shall have been called for redemption. Except as provided in the
immediately preceding sentence, in the case of any Security which is converted,
(a) interest on such Security whose Stated Maturity is after the date of
conversion of such Security shall not be payable and (b) no payment or
adjustment shall be made upon conversion on account of any dividends on the
Common Stock issued upon conversion.

          Securities shall be deemed to have been converted immediately prior to
the Close of Business on the day of surrender of such Securities for conversion
in accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock as and
after such time. As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver at any office or agency of the Company
maintained pursuant to Section 1002 a certificate or certificates for the number
of full shares of Common Stock issuable upon conversion, together with payment
in lieu of any fraction of a share, as provided in Section 1303.

          In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

Section 1303. Fractions of Shares.

          No fractional share of Common Stock shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities (or specified portions thereof) so surrendered. Instead
of any fractional share of Common Stock which would otherwise be issuable upon
conversion of any Security or Securities (or specified portions thereof), the
Company shall pay a cash adjustment in respect of such fractional share in an
amount equal to such fraction multiplied by the Closing Price (as hereinafter
defined) at the Close of Business on the day of conversion (or, if such day is
not a Trading Day (as hereafter defined), on the Trading Day immediately
preceding such day).  For the purposes of this Indenture, "Closing Price" shall
mean the closing price per share of Common Stock as quoted on the composite tape
of the principal national securities exchange upon which the Common Stock is
listed or the NASDAQ National Market System or, in case no such reported sale
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the NASDAQ National Market System or, if
the Common Stock is not listed or admitted to trading on any national securities
exchange or quoted on the NASDAQ National Market System, the average of the
closing bid and asked prices in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the Company
for that purpose, or, if such prices are not available, the fair market value
set by, or in a manner established by, the Board of Directors of the Company in
good faith.  For the purposes of this Indenture, "Trading Day" shall mean, any
day on which (A) trading in the Common Stock is not

                                      -66-
<PAGE>
 
suspended on any national securities exchange or association or over-the-counter
market at the close of business and (B) the Common Stock has traded at least
once on the national securities exchange or association or over-the-counter
market that is the primary market for the trading of the Common Stock.

Section 1304. Adjustment of Conversion Price.

          (a) In case the Company shall (i) issue Common Stock as a dividend or
distribution on its capital stock, including the Common Stock, (ii) combine its
outstanding shares of Common Stock into a smaller number of shares, (iii)
subdivide its outstanding shares of Common Stock into a greater number of
shares, or (iv) issue by reclassification of its Common Stock any shares of
capital stock of the Company, the conversion price in effect immediately prior
to such action shall be adjusted so that the holder of any Security thereafter
surrendered for conversion shall be entitled to receive the number of shares of
Common Stock or other capital stock of the Company that it would have owned or
been entitled to receive immediately following such action had such Security
been converted immediately prior to the occurrence of such action.  An
adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date, in the case of a dividend or distribution, or
immediately after the effective date, in the case of a subdivision, combination
or reclassification.  If, as a result of an adjustment made pursuant to this
subsection (a), the holder of any Securities thereafter surrendered for
conversion shall become entitled to receive shares of two or more classes of
capital stock or shares of Common Stock and other capital stock of the Company,
the Board of Directors (whose determination shall be conclusive and shall be
described in a statement filed by the Company with the Trustee and with any
conversion agent as soon as practicable) shall determine the allocation of the
adjusted conversion price between or among shares of such classes of capital
stock or shares of Common Stock and other capital stock.

          (b) In case the Company shall issue rights, warrants or options to all
holders of its outstanding shares of Common Stock entitling them to subscribe
for or purchase shares of Common Stock (or securities convertible into Common
Stock) at a price per share less than the Current Market Price per share (as
determined pursuant to subsection (f) of this Section 1304) of the Common Stock,
the conversion price in effect immediately prior thereto shall be adjusted so
that it shall equal the price determined by multiplying the conversion price in
effect immediately prior to the date of issuance of such rights, warrants or
options by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding on the date of issuance of such rights, warrants or
options (immediately prior to such issuance) plus the number of shares that the
aggregate offering price of the total number of shares so offered would purchase
at such Current Market Price, and of which the denominator shall be the number
of shares of Common Stock outstanding on the date of issuance of such rights,
warrants or options (immediately prior to such issuance) plus the number of
additional shares of Common Stock offered for subscription or purchase.  Such
adjustment shall be made successively whenever any rights, warrants or options
are issued, and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights, warrants or
options.  In determining whether any rights, warrants or options entitle the
holders to subscribe for or purchase shares of Common Stock at less than such
Current

                                      -67-
<PAGE>
 
Market Price, and in determining the aggregate offering price of such shares of
Common Stock, there shall be taken into account any consideration received by
the Company for such rights, warrants or options, the value of such
consideration, if other than cash, to be determined by the Board of Directors
(whose determination shall be conclusive and shall be described in a certificate
filed by the Company with the Trustee and with any conversion agent as soon as
practicable); provided, however, that rights, warrants or options issued by the
Company to all holders of its Common Stock entitling the holders thereof to
subscribe for or purchase shares of Common Stock, which rights, warrants or
options (i) are deemed to be transferred with such shares of Common Stock, (ii)
are not exercisable and (iii) are also issued in respect of future issuance of
Common Stock, in each case in clauses (i) through (iii) until the occurrence of
a specified event or events, shall, for purposes of this Section 1304, not be
deemed issued until the occurrence of the earliest such specified event.

          (c) In case the Company shall distribute to all holders of its
outstanding Common Stock any shares of capital stock (other than Common Stock),
evidences of its indebtedness or assets (including securities and cash, but
excluding any regular periodic cash dividend paid from surplus of the Company
and dividends or distributions payable in stock for which adjustment is made
pursuant to subsection (a) of this Section 1304) or rights, warrants or options
to subscribe for or purchase securities of the Company (excluding those referred
to in subsection (b) of this Section 1304), then in each such case the
conversion price shall be adjusted so that the same shall equal the price
determined by multiplying the conversion price in effect immediately prior to
the record date of such distribution by a fraction of which the numerator shall
be the Current Market Price per share (as determined pursuant to the subsection
(f) of this Section 1304) of the Common Stock less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive and shall be described in a certificate filed by the Company with
the Trustee and with any conversion agent as soon as practicable) of the portion
of the capital stock or the evidences of indebtedness or the assets so
distributed to the holder of one share of Common Stock or of such rights,
warrants or options applicable to one share of Common Stock, and of which the
denominator shall be such Current Market Price per share of Common Stock.  Such
adjustment shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution; provided,
however, that rights, warrants or options issued by the Company to all holders
of its Common Stock entitling the holders thereof to subscribe for or purchase
shares of securities of the Company (excluding those referred to in subsection
(b) of this Section 1304), which rights, warrants or options (i) are deemed to
be transferred with such shares of Common Stock, (ii) are not exercisable and
(iii) are also issued in respect of future issuance of Common Stock, in each
case in clauses (i) through (iii) until the occurrence of a specified event or
events, shall, for purposes of this Section 1304, not be deemed issued until the
occurrence of the earliest such specified event.

          (d) In case the Company shall, by dividend or otherwise, at any time
make a distribution to all holders of the Common Stock consisting exclusively of
cash (excluding any cash that is distributed as part of a distribution referred
to in subsection (c) of this Section 1304 or in connection with a transaction to
which Section 1311 applies) in an aggregate amount that, together with (A) the
aggregate amount of any other distributions to all holders of the Common Stock
made exclusively in cash (excluding any cash distributions referred to in
subsection (c) of this Section

                                      -68-
<PAGE>
 
1304 or in connection with a transaction to which Section 1311 applies) made
within the 12 months preceding such distribution and in respect of which no
conversion price adjustment pursuant to this subsection (d) has been made and
(B) the aggregate of any cash plus the fair market value (as determined in good
faith by the Board of Directors, whose determination shall be conclusive and
shall be described in a certificate filed by the Company with the Trustee and
with any conversion agent as soon as practicable) of other consideration payable
in respect of any previous tender offer by the Company or a Subsidiary for the
Common Stock consummated within the 12 months preceding such distribution and in
respect of which no adjustment pursuant to subsection (e) of this Section 1304
has been made, exceeds 10% of the product of the Current Market Price per share
(determined pursuant to subsection (f) of this Section 1304) of the Common Stock
on the date fixed for determining the shareholders entitled to such distribution
times the number of shares of Common Stock outstanding on such date, the
conversion price shall be reduced by multiplying the conversion price in effect
immediately prior to the Close of Business on such date of determination by a
fraction of which the numerator shall be the Current Market Price per share
(determined pursuant to subsection (f) of this Section 1304) of Common Stock on
such date of determination less the amount of cash to be distributed at such
time applicable to one share of Common Stock and the denominator of which shall
be such Current Market Price, such reduction to become effective immediately
prior to the opening of business on the day after such date of determination.

          (e) In case a tender offer made by the Company or any Subsidiary for
all or any portion of the Common Stock shall be consummated and such tender
offer shall involve an aggregate consideration having a fair market value (as
determined in good faith by the Board of Directors, whose determination shall be
conclusive and shall be described in a certificate filed by the Company with the
Trustee and with any conversion agent as soon as practicable) on the last time
(the "Expiration Time") tenders may be made pursuant to such tender offer (as it
may have been amended) that, together with (X) the aggregate of the cash plus
the fair market value (as determined in good faith by the Board of Directors,
whose determination shall be conclusive and shall be described in a certificate
filed by the Company with the Trustee and with any conversion agent as soon as
practicable), of other consideration paid or payable in respect of any previous
tender offer by the Company or a Subsidiary for all or any portion of the Common
Stock consummated within the 12 months preceding the consummation of such tender
offer and in respect of which no conversion price adjustment pursuant to this
paragraph (e) has been made, such cash plus the fair market value of other
consideration to be calculated in each case as of the expiration of each such
previous tender offer, and (Y) the aggregate amount of all cash distributions to
holders of Common Stock (excluding any cash that is distributed as part of a
distribution referred to in subsection (c) of this Section 1304) within the 12
months preceding the consummation of such tender offer and in respect of which
no conversion price adjustment pursuant to this paragraph (e) has been made,
exceeds 10% of the product of the Current Market Price per share (determined
pursuant to

                                      -69-
<PAGE>
 
subsection (f) of this Section 1304) of the Common Stock at the Expiration Time
times the number of shares of Common Stock outstanding (including any tendered
shares) at the Expiration Time, the conversion price shall be reduced so that
the same shall equal the price determined by multiplying the conversion price in
effect immediately prior to the Expiration Time by a fraction of which the
numerator shall be (i) the product of the Current Market Price per share
(determined pursuant to subsection (f) of this Section 1304) of the Common Stock
at the Expiration Time times the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time minus (ii) the fair
market value (determined as aforesaid) of the aggregate consideration paid or
payable to shareholders based on the number of validly tendered shares to be
purchased and not withdrawn prior to the Expiration Time (the number of shares
so purchased being hereinafter referred to as the "Purchased Shares") and the
denominator of which shall be the product of (i) such Current Market Price per
share on the Expiration Time times (ii) such number of outstanding shares on the
Expiration Time less the number of Purchased Shares, such reduction to become
effective immediately prior to the opening of business on the day following the
Expiration Time.

          (f) For the purpose of any computation under subsections (b), (c), (d)
and (e) of this Section 1304, the Current Market Price per share of Common Stock
on any date shall be deemed to be the average of the Daily Market Prices for the
shorter of (i) 30 consecutive Business Days ending on the last full Trading Day
on the exchange or market referred to in determining such Daily Market Prices
prior to the Time of Determination or (ii) the period commencing on the date
next succeeding the first public announcement of the issuance of such rights or
warrants, such distribution, or such tender offer, as the case may be, through
such last full Trading Day prior to the Time of Determination.

          (g) In any case in which this Section 1304 shall require that an
adjustment be made immediately following a record date or an effective date, the
Company may elect to defer (but only until five Business Days following the
filing by the Company with the Trustee and any conversion agent of the
certificate required by Section 1305) issuing to the holder of any Security
converted after such record date or effective date the shares of Common Stock
issuable upon such conversion over and above the shares of Common Stock issuable
upon such conversion on the basis of the conversion price prior to adjustment,
and paying to such holder any amount of cash in lieu of a fractional share.

          (h) No adjustment in the conversion price shall be required to be made
unless such adjustment would require an increase or decrease of at least 1% of
such price; provided, however, that any adjustments that by reason of this
subsection (h) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations under this Section
1304 shall be made to the nearest cent or to the nearest 1/10,000th of a share,
as the case may be.  Anything in this Section 1304 to the contrary
notwithstanding, the Company shall be entitled to make such reduction in the
conversion price, in addition to those adjustments required by this Section
1304, as it in its discretion shall determine to be advisable in order that any
stock dividend, subdivision of shares, distribution of rights to purchase stock
or securities or distribution of securities convertible into or exchangeable for
stock hereafter made by the Company to its shareholders shall not be taxable to
the recipients.

          (i) In the event that at any time as a result of an adjustment made
pursuant to subsection (a) of this Section 1304, the holder of any Security
thereafter surrendered for conversion shall become entitled to receive any
shares of the Company other than shares of Common Stock,

                                      -70-
<PAGE>
 
thereafter the conversion price of such other shares so receivable upon
conversion of any Security shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions with
respect to Common Stock contained in this Article Thirteen.

Section 1305. Notice of Adjustments of Conversion Price.

          Whenever the conversion price is adjusted as herein provided:

          (a) the Company shall compute the adjusted conversion price in
accordance with Section 1304 and shall prepare a certificate signed by the
Treasurer or Chief Financial Officer of the Company setting forth the adjusted
conversion price and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed (with a copy
to the Trustee) at each office or agency maintained for the purpose of
conversion of Securities pursuant to Section 1002; and

          (b) a notice stating that the conversion price has been adjusted and
setting forth the adjusted conversion price shall forthwith be prepared, and as
soon as practicable after it is prepared, such notice shall be furnished by the
Company to the Trustee and mailed by the Trustee at the expense of the Company
to all Holders at their last addresses as they shall appear in the Security
Register.

Section 1306. Notice of Certain Corporate Action.

          In case:

          (a) the Company shall take an action that would require a conversion
price adjustment pursuant to Section 1304(b), (c), (d) or (e); or

          (b) the Company shall grant to the holders of its Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any
class (excluding shares of capital stock or options for capital stock issued
pursuant to a benefit plan for employees, officers or directors of the Company
and excluding rights or warrants described in the provisos to Sections 1304(b)
and 1304(c)); or

          (c) of any reclassification of the Common Stock (other than a
subdivision or combination of the outstanding shares of Common Stock), or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any shareholders of the Company is required, or of the sale or
transfer of the properties and assets of the Company as an entirety or
substantially as an entirety to any Person; or

          (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

                                      -71-
<PAGE>
 
          (e) the Company or any Subsidiary shall commence a tender offer for
all or a portion of the outstanding shares of Common Stock (or shall amend any
such tender offer to change the maximum number of shares being sought or the
amount or type of consideration being offered therefor);

          then the Company shall cause to be filed at each office or agency
maintained pursuant to Section 1002, and shall cause to be mailed to all Holders
at their last addresses as they shall appear in the Security Register, at least
20 days (or 10 days in any case specified in clause (a), (b) or (e) above) prior
to the applicable record, effective or expiration date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
such dividend, distribution or granting of rights or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of record
who will be entitled to such dividend, distribution, rights or warrants are to
be determined, (y) the date on which such reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding up, or (z) the date on which such tender
offer commenced, the date on which such tender offer is scheduled to expire
unless extended, the consideration offered and the other material terms thereof
(or the material terms of any amendment thereto).  Neither the failure to give
any such notice nor any defect therein shall affect the legality or validity of
any action described in clauses (a) through (e) of this Section 1306.

Section 1307. Company to Reserve Common Stock.

          The Company shall at all times reserve and keep available, free from
preemptive rights, out of the authorized but unissued Common Stock or out of the
Common Stock held in treasury, for the purpose of effecting the conversion of
Securities, the full number of shares of Common Stock then issuable upon the
conversion of all outstanding Securities.

          Before taking any action that would cause an adjustment reducing the
conversion price below the then par value (if any) of the shares of Common Stock
deliverable upon conversion of the Securities, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock at such adjusted conversion price.

 Section 1308. Taxes on Conversions.

          The Company will pay any and all original issuance, transfer, stamp
and other similar taxes that may be payable in respect of the issue or delivery
of shares of Common Stock on conversion of Securities pursuant hereto.  The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of shares of Common
Stock in a name other than that of the Holder of the Security or Securities to
be converted,

                                      -72-
<PAGE>
 
and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such tax,
or has established to the satisfaction of the Company that such tax has been
paid.

Section 1309. Covenant as to Common Stock.

          The Company covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issuance in accordance with the
terms of this Indenture be validly issued, fully paid and nonassessable.

          The Company further covenants that for so long as the Common Stock
shall be listed on the New York Stock Exchange or any other national securities
exchange, the Company will, if permitted by the rules of such exchange, list and
keep listed all Common Stock issuable upon conversion of the Securities.

Section 1310. Cancellation of Converted Securities.

          All Securities delivered for conversion shall be delivered to the
Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.

Section 1311. Provisions as to Consolidation, Merger or Sale of Assets.

          Notwithstanding any other provision herein to the contrary, in case of
any consolidation or merger to which the Company is a party (other than a merger
or consolidation in which the Company is the continuing corporation and in which
the Common Stock outstanding immediately prior to the merger or consolidation is
not exchanged for cash or the securities or other property of another
corporation), or in case of any sale or conveyance to another corporation of the
properties and assets of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (other than in connection with a merger or acquisition), the
corporation formed by such consolidation or the corporation whose securities,
cash or other property will immediately after the merger or consolidation be
owned, by virtue of the merger or consolidation by the holders of Common Stock
of the Company immediately prior to the merger, or the corporation that shall
have acquired such assets or securities of the Company, as the case may be,
shall promptly execute and deliver to the Trustee a supplemental indenture
providing that the holder of each Security then outstanding shall have the right
thereafter to convert such Security into the kind and amount of securities, cash
or other property receivable upon such consolidation, merger, statutory
exchange, sale or conveyance by a holder of the number of shares of Common Stock
into which such Security might have been converted immediately prior to such
consolidation, merger, statutory exchange, sale or conveyance assuming such
holder of Common Stock did not exercise its rights of election, if any, as to
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance (provided that, if
the kind or amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance is not the same
for each share of

                                      -73-
<PAGE>
 
Common Stock in respect of which such rights of election shall not have been
exercised (a "non-electing share"), then for the purposes of this Section 1311,
the kind and amount of securities, cash or other property receivable upon such
consolidation, merger, statutory exchange, sale or conveyance for each non-
electing share shall be deemed to be the kind and amount so receivable per share
by a plurality of the non-electing shares). Such supplemental indenture shall
provide for appropriate adjustment with respect to the rights of the holders of
the Securities, to the end that the provisions set forth in this Article
Thirteen shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the conversion of the Securities. Any such
adjustment shall be evidenced by a certificate delivered to the Trustee and any
paying agent.

          The above provisions of this Section 1311 shall similarly apply to
successive consolidations, mergers, statutory exchanges, sales or conveyances.

          The Company shall give notice of the execution of such a supplemental
indenture to the holders of Securities in the manner provided in Section 1006
within 30 days after the execution thereof; provided, however, that such notice
need not be given if such information has been provided prospectively in the
notice given pursuant to Section 1306.  Failure to give such notice, or any
defects therein, shall not affect the legality or validity of any such
supplemental indenture.

Section 1312. Disclaimer of Responsibility for Certain Matters.

          Neither the Trustee nor any conversion agent shall at any time be
under any duty or responsibility to any holder of Securities to determine
whether any facts exist that may require any adjustment of the conversion price,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same.  Neither the Trustee nor any
conversion agent shall be accountable with respect to the listing referred to in
Section 1309 or the validity or value (or the kind or amount) of any shares of
Common Stock, or of any securities, cash or other property that may at any time
be issued or delivered upon the conversion of any Security; and neither the
Trustee nor any conversion agent makes any representation with respect thereto.
Neither the Trustee nor any conversion agent shall be responsible for any
failure of the Company to issue, transfer or deliver any shares of Common Stock
or stock certificates or other securities or property or to make any cash
payment upon the surrender of any Security for the purpose of conversion or,
subject to the provisions of Section 601, to comply with any of the covenants
contained in this Article Thirteen.

                                      -74-
<PAGE>
 
                                  ARTICLE 14.

                          RIGHT TO REQUIRE REPURCHASE

Section 1401. Right to Require Repurchase.

          In the event that there shall occur a Repurchase Event (as defined in
Section 1406), then each Holder shall have the right, at such Holder's option,
to require the Company to purchase, and upon the exercise of such right, the
Company shall, subject to the provisions of Article Twelve, purchase all (or any
portion with a principal amount equal to $1,000 or an integral multiple thereof)
of such Holder's Securities on the date (the "Repurchase Date") that is 30 days
after the date the Company gives notice of the Repurchase Event as contemplated
in Section 1402(a) at a price (the "Repurchase Price") equal to 100% of the
principal amount thereof, together with accrued and unpaid interest to the
Repurchase Date.

Section 1402. Notice; Method of Exercising Repurchase Right.

          (a) On or before the 15th day after the occurrence of a Repurchase
Event, the Company, or at the written request of the Company received by the
Trustee at least 40 days prior to the Repurchase Date, the Trustee (in the name
and at the expense of the Company), in its capacity as tender agent (for which
services it shall be reasonably compensated), shall give notice of the
occurrence of the Repurchase Event and of the repurchase right set forth herein
arising as a result thereof by first-class mail, postage prepaid, to the Trustee
and to each Holder of the Securities at such Holder's address appearing in the
Security Register.  The Company shall also deliver a copy of such notice of a
repurchase right to the Trustee.

          Each notice of a repurchase right shall state:

          (i)   the event constituting the Repurchase Event and the
                date thereof,

          (ii)  the Repurchase Date,

          (iii) the date by which the repurchase right must be exercised,

          (iv)  the Repurchase Price, and

          (v)   the instructions a Holder must follow to exercise a repurchase
     right.

          No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repurchase right.  The Trustee shall have no
affirmative obligation to determine if there shall have occurred a Repurchase
Event.

                                      -75-
<PAGE>
 
          (b) To exercise a repurchase right, a Holder shall deliver to the
Company (or an agent designated by the Company for such purpose in the notice
referred to in (a) above) and to the Trustee on or before the Close of Business
on the Repurchase Date (i) written notice of the Holder's exercise of such
right, which notice shall set forth the name of the Holder, the principal amount
of the Security or Securities (or portion of a Security which is $1,000 or an
integral multiple thereof) to be repurchased, and a statement that an election
to exercise the repurchase right is being made thereby, and (ii) the Security or
Securities with respect to which the repurchase right is being exercised, duly
endorsed for transfer to the Company.  Such written notice may be withdrawn at
any time on or before the Close of Business on the Repurchase Date.  If the
Repurchase Date falls between any Regular Record Date and the next succeeding
Interest Payment Date, Securities to be repurchased must be accompanied by
payment from the Holder of an amount equal to the interest thereon which the
registered Holder thereof is to receive on such Interest Payment Date.

          (c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall on or promptly following the Repurchase
Date pay or cause to be paid in cash to the Holder thereof the Repurchase Price
of the Security or Securities as to which the repurchase right had been
exercised.

Section 1403. Deposit of Repurchase Price.

          On or prior to the Close of Business on the Repurchase Date the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Repurchase
Price of the Securities which are to be repaid on or promptly following the
Repurchase Date.

Section 1404. Securities Not Repurchased on Repurchase Date.

          Interest on any Security surrendered for repurchase shall cease to
accrue from and after the Repurchase Date unless the Company shall default in
the payment of any such Security at the purchase price, together with interest
accrued thereon to the Repurchase Date.

Section 1405. Securities Repurchased in Part.

          Any Security which is to be repurchased only in part shall be
surrendered at any office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of any authorized denomination as requested
by such Holder, in an aggregate principal amount equal to and in exchange for
the repurchased portion of the principal of the Security so surrendered.

                                      -76-
<PAGE>
 
Section 1406. Certain Definitions.

          For purposes of this Article:

          (a) A "Repurchase Event" shall have occurred upon the occurrence of a
Change in Control or Termination of Trading after the date of this Indenture and
on or prior to September 1, 2004.

          (b) A "Change in Control" shall occur when:

               (i) all or substantially all of the Company's assets are sold as
          an entirety to any Person or related group of Persons;

               (ii) there shall be consummated any consolidation or merger of
          the Company (A) in which the Company is not the continuing or
          surviving corporation (other than a consolidation or merger with a
          wholly owned Subsidiary of the Company in which all shares of Common
          Stock outstanding immediately prior to the effectiveness thereof are
          changed into or exchanged for the same consideration) or (B) pursuant
          to which the Common Stock would be converted into cash, securities or
          other property, in each case, other than a consolidation or merger of
          the Company in which the holders of the Common Stock immediately prior
          to the consolidation or merger have, directly or indirectly, at least
          a majority of the total voting power of all classes of capital stock
          entitled to vote generally in the election of directors of the
          continuing or surviving corporation immediately after such
          consolidation or merger in substantially the same proportion as their
          ownership of Common Stock immediately before such transaction;

               (iii)  any Person, or any Persons acting together which would
          constitute a "group" for purposes of Section 13(d) of the Exchange Act
          (a "Group"), together with any Affiliates thereof, shall be the
          Beneficial Owner of at least 40% of the total voting power of all
          classes of capital stock of the Company entitled to vote generally in
          the election of directors of the Company; or

               (iv) at any time during any consecutive two-year period,
          individuals who at the beginning of such period constituted the Board
          of Directors of the Company (together with any new directors whose
          election by such Board of Directors or whose nomination for election
          by the shareholders of the Company was approved by a vote of 66-2/3%
          of the directors then still in office who were either directors at the
          beginning of such period or whose election or nomination for election
          was previously so approved) cease for any reason to constitute a
          majority of the Board of Directors of the Company then in office; or

                                      -77-
<PAGE>
 
               (v) the Company is liquidated or dissolved or adopts a plan of
          liquidation or dissolution.

          (c) A "Termination of Trading" shall occur if the Common Stock (or
other common stock into which the Securities are then convertible) is neither
listed for trading on a national securities exchange in the United States nor
approved for trading on an established automated over-the-counter trading market
in the United States.

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

                                      -78-
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                              KENT ELECTRONICS CORPORATION


                                        By: /s/ Morrie K. Abramson
                                            -----------------------------------
                                            Morrie K. Abramson
                                            Chairman of the Board,
                                            Chief Executive Officer
                                            and President

Attest:

/s/ Stephen J. Chapko
------------------------------------
Name:     Stephen J. Chapko
Title:    Executive Vice President,
          Chief Financial Officer,
          Treasurer and Secretary

                                        TEXAS COMMERCE BANK
                                        NATIONAL ASSOCIATION,
                                          as Trustee


                                        By: /s/ Rebecca A. Newman
                                            ------------------------------------
                                            Rebecca A. Newman
                                            Vice President and Trust Officer

Attest:

/s/ Mauri J. Cowen
------------------------------------
Name:     Mauri J. Cowen
Title:    Vice President and Trust Officer

                                      -79-