<PAGE>   1
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

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                        THE DUN & BRADSTREET CORPORATION

                             SENIOR DEBT SECURITIES


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





                                    INDENTURE

                           Dated as of March 22, 2001


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




                              The Bank of New York,

                                   as TRUSTEE



--------------------------------------------------------------------------------
<PAGE>   2


                             CROSS REFERENCE TABLE*


<TABLE>
<CAPTION>
TIA                                                               INDENTURE
SECTION                                                            SECTION
-------                                                           ---------
<S>       <C>                                                    <C>
310       (a)(1)...............................................   7.8; 7.10
          (a)(2)...............................................        7.10
          (a)(3)...............................................        N.A.
          (a)(4)...............................................        N.A.
          (a)(5)...............................................        7.10
          (b)..................................................   7.8; 7.10
          (c)..................................................        N.A.
311       (a)..................................................        7.11
          (b)..................................................        7.11
          (c)..................................................        N.A.
312       (a)..................................................         2.7
          (b)..................................................        12.3
          (c)..................................................        12.3
313       (a)..................................................         7.6
          (b)..................................................         7.6
          (c)..................................................   7.6; 12.2
          (d)..................................................         7.6
314       (a)..................................................   4.2; 12.2
          (b)..................................................        N.A.
          (c)(1)...............................................        12.4
          (c)(2)...............................................        12.4
          (c)(3)...............................................        N.A.
          (d)..................................................        N.A.
          (e)..................................................        12.5
          (f)..................................................         4.3
315       (a)..................................................         7.1
          (b)..................................................   7.5; 12.2
          (c)..................................................         7.1
          (d)..................................................         7.1
          (e)..................................................        6.11
316       (a)(1)(A)............................................         6.5
          (a)(1)(B)............................................         6.4
          (a)(2)...............................................        N.A.
          (b)..................................................         6.7
          (c)..................................................        N.A.
317       (a)(1)...............................................         6.8
          (a)(2)...............................................         6.9
          (b)..................................................         2.6
          (c)..................................................        12.1
</TABLE>


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

*     Note: This Cross Reference Table shall not, for any purpose, be deemed to
      be part of the Indenture.

<PAGE>   3
                               TABLE OF CONTENTS*


<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

      SECTION 1.1.  Definitions..............................................       1
      SECTION 1.2.  Other Definitions........................................       9
      SECTION 1.3.  Incorporation by Reference of Trust Indenture Act........       9
      SECTION 1.4.  Rules of Construction....................................      10


                           ARTICLE II THE SECURITIES

      SECTION 2.1.  Forms Generally..........................................      10
      SECTION 2.2.  Securities in Global Form................................      12
      SECTION 2.3.  Title, Terms and Denominations...........................      13
      SECTION 2.4.  Execution, Authentication, Delivery and Dating...........      17
      SECTION 2.5.  Registrar and Paying Agent...............................      21
      SECTION 2.6.  Paying Agent to Hold Money and Securities in Trust.......      22
      SECTION 2.7.  Securityholder Lists.....................................      22
      SECTION 2.8.  Transfer and Exchange....................................      23
      SECTION 2.9.  Replacement Securities and Coupons.......................      32
      SECTION 2.10. Outstanding Securities; Determinations of Holders' Action      33
      SECTION 2.11. Temporary Securities.....................................      34
      SECTION 2.12. Cancellation.............................................      37
      SECTION 2.13. Payment of Interest; Interest Rights Preserved...........      37
      SECTION 2.14. Persons Deemed Owners....................................      39
      SECTION 2.15. Computation of Interest..................................      40
</TABLE>

--------
   * Note: This Table of Contents shall not, for any purpose, be deemed to be
part of the Indenture.
<PAGE>   4
<TABLE>
<S>                                                                                <C>
      SECTION 2.16. Legends..................................................      40


                             ARTICLE III REDEMPTION

      SECTION 3.1.  Right to Redeem; Notices to Trustee......................      44
      SECTION 3.2.  Selection of Securities to be Redeemed...................      44
      SECTION 3.3.  Notice of Redemption.....................................      45
      SECTION 3.4.  Effect of Notice of Redemption...........................      46
      SECTION 3.5.  Deposit of Redemption Price..............................      47
      SECTION 3.6.  Securities Redeemed in Part..............................      47


                              ARTICLE IV COVENANTS

      SECTION 4.1.  Payment of Securities....................................      48
      SECTION 4.2.  SEC Reports..............................................      48
      SECTION 4.3.  Compliance Certificate, Notice of Default................      48
      SECTION 4.4.  Further Instruments and Acts.............................      49
      SECTION 4.5.  Maintenance of Office or Agency..........................      49
      SECTION 4.6.  Additional Amounts.......................................      51
      SECTION 4.7.  Liens....................................................      52
      SECTION 4.8.  Sale and Leasebacks......................................      53


                        ARTICLE V SUCCESSOR CORPORATION

      SECTION 5.1.  When Company May Merge or Transfer Assets................      54


                        ARTICLE VI DEFAULTS AND REMEDIES

      SECTION 6.1.  Events of Default........................................      55
      SECTION 6.2.  Acceleration.............................................      57
      SECTION 6.3.  Other Remedies...........................................      57
      SECTION 6.4.  Waiver of Past Defaults..................................      58
      SECTION 6.5.  Control by Majority......................................      58
</TABLE>
<PAGE>   5
<TABLE>
<S>                                                                                <C>
      SECTION 6.6.  Limitation on Suits......................................      58
      SECTION 6.7.  Rights of Holders to Receive Payment.....................      59
      SECTION 6.8.  Collection Suit by Trustee...............................      59
      SECTION 6.9.  Trustee May File Proofs of Claim.........................      59
      SECTION 6.10. Priorities...............................................      60
      SECTION 6.11. Undertaking for Costs....................................      61
      SECTION 6.12. Waiver of Stay, Extension or Usury Laws..................      61


                              ARTICLE VII TRUSTEE

      SECTION 7.1.  Duties of Trustee........................................      62
      SECTION 7.2.  Rights of Trustee........................................      63
      SECTION 7.3.  Individual Rights of Trustee, etc........................      65
      SECTION 7.4.  Trustee's Disclaimer.....................................      65
      SECTION 7.5.  Notice of Defaults.......................................      65
      SECTION 7.6.  Reports by Trustee to Holders............................      65
      SECTION 7.7.  Compensation and Indemnity...............................      66
      SECTION 7.8.  Replacement of Trustee...................................      67
      SECTION 7.9.  Successor Trustee by Merger..............................      69
      SECTION 7.10. Eligibility; Disqualification............................      69
      SECTION 7.11. Preferential Collection of Claims Against Company........      69


                    ARTICLE VIII SATISFACTION AND DISCHARGE

      SECTION 8.1.  Discharge of Liability on Securities.....................      70
      SECTION 8.2.  Repayment to the Company.................................      70
      SECTION 8.3.  Option to Effect Defeasance or Covenant Defeasance.......      71
      SECTION 8.4.  Defeasance and Discharge.................................      71
      SECTION 8.5.  Covenant Defeasance......................................      71
</TABLE>
<PAGE>   6
<TABLE>
<S>                                                                                <C>
      SECTION 8.6.  Conditions to Defeasance or Covenant Defeasance..........      72


                       ARTICLE IX SUPPLEMENTAL INDENTURES

      SECTION 9.1.  Supplemental Indentures without Consent of Holders.......      73
      SECTION 9.2.  Supplemental Indentures with Consent of Holders..........      74
      SECTION 9.3.  Compliance with Trust Indenture Act......................      75
      SECTION 9.4.  Revocation and Effect of Consents, Waivers and Actions...      76
      SECTION 9.5.  Notation on or Exchange of Securities....................      76
      SECTION 9.6.  Trustee to Sign Supplemental Indentures..................      76
      SECTION 9.7.  Effect of Supplemental Indentures........................      77


                            ARTICLE X SINKING FUNDS

      SECTION 10.1.  Applicability of Article................................      77
      SECTION 10.2.  Satisfaction of Sinking Fund Payments with Securities...      77
      SECTION 10.3.  Redemption of Securities for Sinking Fund...............      78


                  ARTICLE XI ACTIONS OF HOLDERS OF SECURITIES

      SECTION 11.1.  Purposes for which Meetings may be Called...............      78
      SECTION 11.2.  Call, Notice and Place of Meetings......................      78
      SECTION 11.3.  Persons Entitled to Vote at Meetings....................      79
      SECTION 11.4.  Quorum; Action..........................................      79
      SECTION 11.5.  Determination of Voting Rights; Conduct and Adjournment
                     of Meetings.............................................      80
      SECTION 11.6.  Counting Votes and Recording Action of Meetings.........      81
      SECTION 11.7.  Actions of Holders Generally............................      82


                           ARTICLE XII MISCELLANEOUS

      SECTION 12.1.  Trust Indenture Act Controls............................      84
      SECTION 12.2.  Notices.................................................      84
      SECTION 12.3.  Communication by Holders with Other Holders.............      86
</TABLE>
<PAGE>   7
<TABLE>
<S>                                                                                <C>
      SECTION 12.4.  Certificate and Opinion as to Conditions Precedent......      86
      SECTION 12.5.  Statements Required in Certificate or Opinion...........      87
      SECTION 12.6.  Separability Clause.....................................      87
      SECTION 12.7.  Rules by Trustee, Paying Agent and Registrar............      87
      SECTION 12.8.  Legal Holidays..........................................      87
      SECTION 12.9.  Governing Law and Jurisdiction..........................      88
      SECTION 12.10. No Recourse Against Others..............................      88
      SECTION 12.11. Successors..............................................      88
      SECTION 12.12. Effect of Headings and Table of Contents................      89
      SECTION 12.13. Benefits of Indenture...................................      89
      SECTION 12.14. Multiple Originals......................................      89
</TABLE>
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
      Exhibit A Certificate..................................................      91
      Exhibit B-1............................................................      93
      Exhibit B-2............................................................      95
</TABLE>
<PAGE>   9
                  INDENTURE dated as of March 22, 2001, by and among The Dun &
Bradstreet Corporation, a Delaware corporation ("Company"), and The Bank of New
York, a New York banking corporation, as trustee ("Trustee").


                             RECITALS OF THE COMPANY

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

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and ratable benefit of the Holders from time to time of the Securities
or each series thereof as follows:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1. Definitions.

                  "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of 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.

                  "Authorized Newspaper" means a newspaper, in the English
language or, at the option of the Company, in an official language of the
country of publication, customarily published on each Business Day (with respect
to Bearer Securities, set forth in the Officers' Certificate with respect to a
series of Bearer Securities), whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which the
term is used or in the financial community of such
<PAGE>   10
                                                                               2


place. Where successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different
Authorized Newspapers meeting the foregoing requirements and in each case on any
Business Day.

                  "Bearer Security" means any Security in the form (to the
extent applicable thereto) established pursuant to Section 2.1 which is payable
to the bearer.

                  "Board of Directors" means the board of directors of the
Company or any committee of such board authorized with respect to any matter to
exercise the powers of the Board of Directors of the Company.

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

                  "Business Day" means, except as otherwise specified as
contemplated by Section 2.3(a), with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

                  "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

                  "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

                  "Clearstream" means Clearstream Banking S.A., or its
successor.

                  "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor
<PAGE>   11
                                                                               3


replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor.

                  "Company Request" or "Company Order" means a written request
or order signed (a) in the name of the Company by its Chairman of the Board, a
Vice Chairman, its Chief Executive Officer, its President, a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee or (b) with respect to Sections 2.4,
2.8, 2.11 and 7.2, any other employee of the Company named in an Officers'
Certificate delivered to the Trustee or, with respect to Section 2.4, or
otherwise authorized in a Board Resolution.

                  "coupon" means any interest coupon appertaining to a Bearer
Security.

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

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in global form, the person
specified as contemplated by Section 2.3(a) as the Depositary with respect to
such series of Securities, until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Depositary" shall
mean or include such successor.

                  "Discount Security" means any Security which provides for an
amount less than the Principal Amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

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

                  "Euroclear" means Euroclear Bank S.A./N.V., or its successor,
as operator of the Euroclear System.
<PAGE>   12
                                                                               4


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

                  "Exchange Securities" shall mean Securities issued in a
transaction which has been registered under the Securities Act in exchange for
Restricted Securities.

                  "Holder" or "Securityholder," when used with respect to any
Security, means, in the case of a Registered Security, a person in whose name a
Security is registered on the Registrar's books and, in the case of a Bearer
Security, the bearer thereof and, when used with respect to any coupon, means
the bearer thereof.

                  "IAI Securities" means the collective reference to Global IAI
Securities and Definitive IAI Securities.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof and shall include the
terms of a particular series of Securities established as contemplated in
Section 2.3(a).

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

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

                  "Maturity," when used with respect to any Security, means the
date on which the Principal of such Security or an installment of Principal or,
in the case of a Discount Security, the Principal Amount payable upon a
declaration of acceleration pursuant to Section 6.2, becomes due and payable as
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

                  "Officer" means the Chairman of the Board, any Vice Chairman,
the Chief Executive Officer, the President, any Vice President, the Treasurer,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.
<PAGE>   13
                                                                               5


                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 12.4 and 12.5, signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee
or, with respect to Section 2.3, or otherwise authorized in a Board Resolution.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.4 and 12.5, from legal counsel. The counsel
may be an employee of, or counsel to, the Company or the Trustee.

                  "Periodic Offering" means an offering of Securities of a
series from time to time, the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the Stated
Maturity or Maturities thereof, the original issue date or dates thereof, the
redemption provisions, if any, and any other terms specified as contemplated by
Section 2.3(a) with respect thereto, are to be determined by the Company, or one
or more of the Company's agents designated in an Officers' Certificate, upon the
issuance of such Securities.

                  "Permitted Encumbrances" means:

                  (a) liens imposed by law for taxes that are not yet delinquent
         or are being contested;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         landlords', repairmen's and other like liens imposed by law, arising in
         the ordinary course of business and securing obligations that are not
         overdue by more than 60 days or are being contested;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with worker's compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety
<PAGE>   14
                                                                               6


         and appeal bonds, performance bonds and other obligations of a like
         nature, in each case in the ordinary course of business and deposits
         securing liabilities to insurance carriers under insurance or
         self-insurance arrangements; and

                  (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Company or any
         Subsidiary;

         provided, that the term "Permitted Encumbrances" shall not include any
lien securing indebtedness.

                  "Permitted Sale and Leaseback Transaction" means any of the
following: (1) temporary leases for a term, including renewals at the option of
the lessee, of not more than three years, (2) leases between the Company and a
Subsidiary or between Subsidiaries, (3) leases of property executed by the time
of, or within 12 months after the latest of, the acquisition, the completion of
construction or improvement, or the commencement of commercial operation of the
property, and (4) arrangements pursuant to any provision of law with an effect
similar to the former Section 168(f)(8) of the Internal Revenue Code of 1954

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

                  "Place of Payment," when used with respect to the Securities
of any series, means the place or places where, subject to the provisions of
Section 4.5, the Principal of and any interest on the Securities of that series
are payable as specified as contemplated by Section 2.3(a).

                  "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
<PAGE>   15
                                                                               7


Security authenticated and delivered under Section 2.9 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains, as the case may be.

                  "Principal" or "Principal Amount" of a Security, except as
otherwise specifically provided in this Indenture, means the outstanding
principal of the Security plus the premium, if any, of the Security.

                  "QIB" means any "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act).

                  "Redemption Date" or "redemption date," when used with respect
to any Security to be redeemed, shall mean the date specified for redemption of
such Security in accordance with the terms of such Security and this Indenture.

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

                  "Registered Security" means any Security in the form (to the
extent applicable thereto) established pursuant to Section 2.1 which is
registered on the books of the Registrar.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 2.3(a).

                  "Regulation S Restricted Period" means with respect to any
series of Securities the 40 consecutive days beginning on and including the
later of (1) the day on which any Regulation S securities of such series are
offered to persons other than distributors (as defined in Regulation S under the
Securities Act) and (2) the date on which any such Securities are originally
issued.
<PAGE>   16
                                                                               8


                  "Restricted Securities" shall mean Securities of any series
that are offered and sold in a transaction that was not registered under the
Securities Act.

                  "Restricted Securities Legend" means the Private Placement
legend set forth in clause (A) in Section 2.19 or the Regulation S legend set
forth in clause (B) in Section 2.19, as applicable.

                  "Sale and Leaseback Transaction" means any arrangement with
any person pursuant to which the Company or any Subsidiary leases any property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person.

                  "SEC" means the Securities and Exchange Commission.

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

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

                  "Securities Custodian" means the custodian with respect to any
global security (as appointed by the Depositary), or any successor person
thereto, and shall initially be the Trustee.

                  "Securityholder" or "Holder," when used with respect to any
Security, means in the case of a Registered Security, a person in whose name a
Security is registered on the Registrar's books and in the case of a Bearer
Security the bearer thereof and, when used with respect to any coupon, means the
bearer thereof.

                  "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of any issue means a date fixed by the
Trustee pursuant to Section 2.13.

                  "Stated Maturity," when used with respect to any Security or
any installment of Principal thereof or
<PAGE>   17
                                                                               9


interest thereon, means the date specified in such Security or a coupon
representing such installment of interest as the fixed date on which an amount
equal to the Principal of such Security or an installment of Principal thereof
or interest thereon is due and payable.

                  "Subsidiary" means, with respect to any person at any date,
any corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held by (i) such person, (ii) such person and
one or more Subsidiaries or (iii) one or more Subsidiaries of such person.

                  "TIA" means the Trust Indenture Act of 1939 as in effect on
the date of this Indenture, except as provided in Section 9.3.

                  "Trust Officer" means, when used with respect to the Trustee,
any officer or assistant officer of the Trustee who shall have direct
responsibility for the administration of this Indenture.

                  "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

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

                  "United States Alien" means any person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.
<PAGE>   18
                                                                              10


                  "United States Person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source.

                  "Value" means, with respect to a Sale and Leaseback
Transaction, an amount equal to the present value of the lease payments with
respect to the term of the lease remaining on the date as of which the amount is
being determined, without regard to any renewal or extension options contained
in the lease, discounted at the weighted average interest rate on the Securities
of all series (including the effective interest rate on any original issue
discount Securities) which are outstanding on the effective date of such Sale
and Leaseback Transaction.

                  SECTION 1.2.  Other Definitions.

<TABLE>
<CAPTION>
                                                              Defined in
                  Term                                          Section
                  ----                                          -------
<S>                                                           <C>
"Bankruptcy Law"                                                  6.1
"Common Depositary"                                               2.2
"Custodian"                                                       6.1
"Defaulted Interest"                                              2.13
"Definitive IAI Security                                          2.1
"Event of Default"                                                6.1
"Exchange Date"                                                   2.2
"Global IAI Security                                              2.1
"IAIs"                                                            2.1
"Legal Holiday"                                                  12.8
"Notice of Default"                                               6.1
"Outstanding"                                                     2.10
"Paying Agent"                                                    2.5
"Permanent Global Bearer Security"                                2.2
"Registrar"                                                       2.5
"Regulation S Global Security"                                    2.1
"Regulation S Securities"                                         2.1
"Resale Restriction Termination Date"                             2.8
"Rule 144A Global Security"                                       2.1
"Rule 144A Securities"                                            2.1
"Temporary Global Bearer Security"                                2.2
</TABLE>
<PAGE>   19
                                                                              11


                  SECTION 1.3. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder or Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

                  SECTION 1.4. Rules of Construction. Unless the context
otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles in the United States as in effect from time to time;

                  (3) "or" is not exclusive;

                  (4) "including" means including, without limitation; and

                  (5) words in the singular include the plural, and words in the
         plural include the singular.
<PAGE>   20
                                                                              12


                                   ARTICLE II

                                 THE SECURITIES

                  SECTION 2.1. Forms Generally. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially such form (including global form) as
shall be established by delivery to the Trustee of an Officers' Certificate or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities
or coupons as evidenced by their execution of the Securities or coupons. The
Officers' Certificate so establishing the form of Security or coupons, if any,
of any series shall be delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 2.4 for the authentication and
delivery of such Securities or coupons.

                  Unless determined differently as contemplated by the preceding
paragraph, Restricted Securities of a series offered and sold to QIBs in the
United States in reliance on Rule 144A ("Rule 144A Securities") shall be issued
in the form of one or more permanent global Securities, without interest
coupons, bearing appropriate legends as set forth in Section 2.16 (each, a "Rule
144A Global Security").

                  Unless determined differently as contemplated by the second
preceding paragraph, Restricted Securities of a series offered and sold outside
the United States in reliance on Regulation S (each, a "Regulation S Security")
shall be issued in the form of one or more permanent global Securities, without
interest coupons, bearing appropriate legends as set forth in Section 2.16
(each, a "Regulation S Global Security").

                  Unless determined differently as contemplated by the third
preceding paragraph, Restricted Securities of a series offered, sold and
initially issued to institutional
<PAGE>   21
                                                                              13


"accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under
the Securities Act) who are not QIBs ("IAIs") in the United States without
registration under the Securities Act shall be issued as definitive Securities,
without interest coupons, bearing appropriate legends as set forth in Section
2.16 (each, a "Definitive IAI Security"). Upon such issuance, the Trustee shall
register such Definitive IAI Securities in the name of the beneficial owner or
owners of such Securities (or the nominee of such beneficial owner or owners)
and deliver the certificates for such Securities to the respective beneficial
owner or owners.

                  Unless determined differently as contemplated by the fourth
preceding paragraph, Restricted Securities of a series resold to IAIs who are
not QIBs, in the United States shall be issued in the form of one or more
permanent global Securities, without interest coupons, bearing appropriate
legends as set forth in Section 2.16 (each, a "Global IAI Security").

                  Unless otherwise specified as contemplated by Section 2.3(a),
Bearer Securities shall have interest coupons attached.

                  The permanent Securities and coupons, if any, shall be
printed, lithographed, engraved or word processed or produced by any combination
of these methods or may be produced in any other manner, provided, that such
method is permitted by the rules of any securities exchange on which such
Securities may be listed, all as determined by the Officers executing such
Securities as evidenced by their execution of such Securities.

                  SECTION 2.2. Securities in Global Form. If Securities of a
series are issuable in temporary or permanent global form, as specified as
contemplated by Section 2.3(a), then, notwithstanding clause (10) of Section
2.3(a) and the provisions of Section 2.3(b), any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon or otherwise notated on the books
and records of the Registrar and that the aggregate amount of Outstanding
Securities represented
<PAGE>   22
                                                                              14


thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount of any increase or decrease
in the amount of Outstanding Securities represented thereby shall be made by the
Trustee in such manner and upon instructions given by such person or persons as
shall be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 2.4 or Section 2.11. Subject to the provisions of
Section 2.4 and, if applicable, Section 2.11, the Trustee shall deliver and
redeliver any Security in global form in the manner and upon instructions given
by the person or persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
other notation on the books and records of the Registrar or delivery or
redelivery of a Security of such series in global form shall be in writing but
need not comply with Section 12.4 or 12.5 and need not be accompanied by an
Opinion of Counsel (except as required by Section 2.4).

                  Securities in global form may be issued in either registered
or bearer form and in either temporary or permanent form.

                  The provisions of the last sentence of Section 2.4 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company, and the Company delivers to the Trustee
the Security in global form together with written instructions (which need not
comply with Section 12.4 or 12.5 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the Principal Amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.4.

                  Notwithstanding the provisions of Sections 2.1 and 2.13,
unless otherwise specified as contemplated by Section 2.3(a), payment of
Principal of and any interest on any Security in global form shall be made to
the person or persons specified therein.

                  Any series of Bearer Securities shall be issued initially in
the form of one temporary global Bearer
<PAGE>   23
                                                                              15


Security (the "Temporary Global Bearer Security"), which Temporary Global Bearer
Security shall be deposited on behalf of the beneficial owners of the Bearer
Securities represented thereby with The Bank of New York Depositary (Nominees)
Limited, as common depositary (the "Common Depositary"), for credit to their
respective accounts (or to such other accounts as they may direct) at Euroclear
or Clearstream.

                  SECTION 2.3. Title, Terms and Denominations.

                  (a) The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

                  The Securities may be issued in one or more series. There
shall be established and, subject to Section 2.4, set forth, or determined in
the manner provided, in an Officers' Certificate of the Company or established
in one or more indentures supplemental hereto:

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

                  (2) any limit upon the aggregate Principal Amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 2.8, 2.9, 2.11, 3.6, 9.5
         or 10.3 and except for any Securities which, pursuant to Section 2.4,
         are deemed never to have been authenticated and delivered hereunder);
<PAGE>   24
                                                                              16


                  (3) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities or both, whether any
         Securities of the series may be represented initially by a Security in
         temporary or permanent global form and, if so, the initial Depositary
         with respect to any such temporary or permanent global Security, and if
         other than as provided in Section 2.8 or Section 2.11, as applicable,
         whether and the circumstances under which beneficial owners of
         interests in any such temporary or permanent global Security may
         exchange such interests for Securities of such series and of like tenor
         of any authorized form and denomination and the Authorized Newspapers
         for publication of notices to holders of Bearer Securities;

                  (4) any other terms required for the establishment of a series
         of Bearer Securities, including, but not limited to, tax compliance
         procedures;

                  (5) the person to whom any interest on any Registered Security
         of the series shall be payable, if other than the person in whose name
         that Security (or one or more Predecessor Securities) is registered at
         the close of business on the Regular Record Date for such interest, the
         manner in which, and the person to whom, any interest on any Bearer
         Security of the series shall be payable, if otherwise than upon
         presentation and surrender of the coupons appertaining thereto as they
         severally mature, and the extent to which, or the manner in which
         (including any certification requirement and other terms and conditions
         under which), any interest payable on a temporary or permanent global
         Security on an Interest Payment Date will be paid if other than in the
         manner provided in Section 2.2 and Section 2.4, as applicable;

                  (6) the date or dates on which the Principal of the Securities
         of the series is payable or the method of determination thereof;

                  (7) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or
<PAGE>   25
                                                                              17


         dates from which any such interest shall accrue, the Interest Payment
         Dates on which any such interest shall be payable and the Regular
         Record Date for any interest payable on any Registered Securities on
         any Interest Payment Date;

                  (8) the place or places where, subject to the provisions of
         Section 4.5, the Principal of and any interest on Securities of the
         series shall be payable, any Registered Securities of the series may be
         surrendered for registration of transfer, Securities of the series may
         be surrendered for exchange and notices and demands to or upon the
         Company in respect of the Securities of the series and this Indenture
         may be served;

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

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

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

                  (12) the currency or currencies, including composite
         currencies, in which payment of the Principal of and any interest on
         the Securities of the series shall be payable if other than the
         currency of the United States, and if so, whether the Securities
<PAGE>   26
                                                                              18


         of the series may be satisfied and discharged other than as provided in
         Article VIII;

                  (13) if the amount of payments of principal of and any
         interest on the Securities of the series is to be determined with
         reference to an index, formula or other method, or based on a coin or
         currency other than that in which the Securities are stated to be
         payable, the manner in which such amounts shall be determined and the
         calculation agent, if any, with respect thereto;

                  (14) if other than the Principal Amount thereof, the portion
         of the Principal Amount of any Securities of the series which shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 6.2;

                  (15) if the Company will pay additional amounts on any of the
         Securities and coupons, if any, of the series to any Holder who is a
         United States Alien (including any modification in the definition of
         such term), in respect of any tax, assessment or governmental charge
         withheld or deducted, under what circumstances and with what procedures
         and documentation the Company will pay such additional amounts, whether
         such additional amounts will be treated as interest or Principal
         pursuant to this Indenture, and whether the Company will have the
         option to redeem such Securities rather than pay additional amounts
         (and the terms of any such option);

                  (16) if other than as defined in Section 1.1, the meaning of
         "Business Day" when used with respect to any Securities of the series;

                  (17) if and the terms and conditions upon which the Securities
         of the series may or must be converted into securities of the Company
         or exchanged for securities of the Company or another enterprise;

                  (18) any terms applicable to Original Issue Discount, if any
         (as that term is defined in the Internal Revenue Code of 1986 and the
         Regulations
<PAGE>   27
                                                                              19


         thereunder), including the rate or rates at which such Original Issue
         Discount, if any, shall accrue;

                  (19) if the Securities of the series may be issued or
         delivered (whether upon original issuance or upon exchange of a
         temporary Security of such series or otherwise), or any installment of
         Principal of or any interest is payable, only upon receipt of certain
         certificates or other documents or satisfaction of other conditions in
         addition to those specified in this Indenture, the form and terms of
         such certificates, documents or conditions; and

                  (20) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 9.1(7)).

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series, if any, shall be substantially
identical except as to denomination and the rate or rates of interest, if any,
and Stated Maturity, the date from which interest, if any, shall accrue and
except as may otherwise be provided in or pursuant to an Officers' Certificate
pursuant to this Section 2.3(a) or in any indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened for issuances of additional
Securities of such series or for the establishment of additional terms with
respect to the Securities of such series.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of any appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series. With respect to
Securities of a series subject to a Periodic Offering, such Board Resolution or
Officers' Certificate may provide general terms for Securities of such series
and provide either that the specific terms of particular Securities of such
series shall be specified in a Company Order or that such terms shall be
determined by the Company, or one or more of the Company's agents designated in
an Officers' Certificate, in accordance with
<PAGE>   28
                                                                              20


the Company Order as contemplated by the first proviso of the third paragraph of
Section 2.4.

                  (b) Unless otherwise provided as contemplated by Section
2.3(a) with respect to any series of Securities, any Registered Securities of a
series shall be issuable in denominations of $1,000 and any integral multiple
thereof and any Bearer Securities of a series shall be issuable in denominations
of $5,000.

                  SECTION 2.4. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents, or
the Treasurer or any Assistant Treasurer, 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. Coupons shall bear the facsimile
signature of the Treasurer or any Assistant Treasurer of the Company.

                  Securities and coupons bearing the manual or facsimile
signatures of individuals who were at any time 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 (and subject to delivery of the Board Resolution or
Officers' Certificate or supplemental indenture as set forth in Section 2.3 with
respect to the initial issuance of Securities of any series), the Company may
deliver Securities of any series together with any coupons appertaining thereto,
executed by the Company to the Trustee or its authenticating agent with respect
to Bearer Securities for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee or its
authenticating agent with respect to Bearer Securities in accordance with such
Company Order shall authenticate and deliver such Securities; provided, however,
that, with respect to Securities of a series subject to a Periodic Offering, (a)
such Company Order may be delivered by the Company to the Trustee or its
authenticating agent with respect to Bearer
<PAGE>   29
                                                                              21


Securities prior to the delivery to the Trustee of such Securities for
authentication and delivery, (b) the Trustee shall authenticate and deliver
Securities of such series for original issue from time to time, in an aggregate
Principal Amount not exceeding the aggregate Principal Amount established for
such series, pursuant to a Company Order or pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order, (c) the rate or rates of interest, if any, the Stated Maturity or
Maturities, the original issue date or dates, the redemption provisions, if any,
and any other terms of Securities of such series shall be determined by a
Company Order or pursuant to such procedures and (d) if provided for in such
procedures, such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company, or the Company's
duly authorized agent or agents designated in an Officers' Certificate, which
oral instructions shall be promptly confirmed in writing; and provided, further,
that, during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7)
of the United States Treasury Regulations, no Bearer Security or coupon shall be
mailed or otherwise delivered to any person who is not a United States Alien or
to any location in the United States. Except as permitted by Section 2.9, the
authenticating agent shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled. The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

                  If the forms or terms of the Securities of the series and any
related coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:
<PAGE>   30
                                                                              22


                  (a) that the form and terms of such Securities and any coupons
         have been duly authorized by the Company and established in conformity
         with the provisions of this Indenture;

                  (b) that such Securities, together with any coupons
         appertaining thereto, when authenticated and delivered by the Trustee
         or its authenticating agent and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and legally binding obligations of the Company,
         enforceable in accordance with their terms, subject to customary
         exceptions; and

                  (c) that all laws and requirements in respect of the execution
         and delivery by the Company of such Securities have been complied with,
         provided, however, that, with respect to Securities of a series subject
         to a Periodic Offering, the Trustee shall be entitled to receive such
         Opinion of Counsel only once at or prior to the time of the first
         authentication of Securities of such series (provided, that such
         Opinion of Counsel covers all Securities of such series) and that the
         Opinion of Counsel above may state:

                           (x) that the forms of such Securities have been, and
                  the terms of such Securities (when established in accordance
                  with such procedures as may be specified from time to time in
                  a Company Order, all as contemplated by and in accordance with
                  an Officers' Certificate pursuant to Section 2.3(a), as the
                  case may be) will have been, duly authorized by the Company
                  and established in conformity with the provisions of this
                  Indenture; and

                           (y) that such Securities, together with the coupons,
                  if any, appertaining thereto, when (1) executed by the
                  Company, (2) completed, authenticated and delivered by the
                  Trustee or in the case of Bearer Securities and coupons, an
                  authenticating agent located outside the United States, in
                  accordance with this Indenture, and (3) issued by the Company
                  in the manner and subject to any conditions specified in such
<PAGE>   31
                                                                              23


                  Opinion of Counsel, will constitute valid and legally binding
                  obligations of the Company, enforceable in accordance with
                  their terms, subject to customary exceptions.

                  With respect to Securities of a series subject to a Periodic
Offering, the Trustee may conclusively rely, as to the authorization by the
Company of any of such Securities, the form and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and other documents delivered pursuant to Sections 2.1 and 2.3(a) and this
Section, as applicable, at or prior to the time of the first authentication of
Securities of such series unless and until it has received written notification
that such opinion or other documents have been superseded or revoked. In
connection with the authentication and delivery of Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume, unless
it has actual knowledge to the contrary, that the Company's instructions to
authenticate and deliver such Securities do not violate any rules, regulations
or orders of any governmental agency or commission having jurisdiction over the
Company.

                  Notwithstanding the provisions of Section 2.3(a) and of the
preceding three paragraphs, if all Securities of a series are subject to a
Periodic Offering, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 2.3(a) at or prior to the
time of authentication of each Security of such series if such Officers'
Certificate is delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

                  Each Registered Security shall be dated the date of its
authentication; and, unless otherwise specified as contemplated by Section
2.3(a), each Bearer Security (including a Bearer Security represented by a
temporary global Security) shall be dated as of the date of original issuance of
the first Security of such series to be issued.
<PAGE>   32
                                                                              24


                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.

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

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

                                            The Bank of New York, as Trustee


                                            By: _____________________________
                                                    Authorized Signatory

                  Notwithstanding the foregoing, if any Security shall have been
duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.12 together with a written statement
(which need not comply with Section 12.4 or 12.5 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

                  SECTION 2.5. Registrar and Paying Agent. The Company shall
maintain, with respect to each series of Securities, an
<PAGE>   33
                                                                              25


office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where such
Securities may be presented for purchase or payment ("Paying Agent"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term Paying Agent includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with respect to each series of Securities with any Registrar, Paying Agent or
co-registrar (if not the Trustee). The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent for a particular series of Securities, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company or any Subsidiary or an Affiliate
of either of them may act as Paying Agent, Registrar or co-registrar.

                  The Company initially appoints the Trustee as the Registrar
and Paying Agent in connection with such Securities and the Trustee, acting
through its main office in London or as provided in the Officers' Certificate
establishing the Securities, as paying agent and authenticating agent for Bearer
Securities.

                  SECTION 2.6. Paying Agent to Hold Money and Securities in
Trust. Except as otherwise provided herein, prior to or by 11:00 a.m. New York
Time on each due date of payments in respect of any series of Securities, the
Company shall deposit with the Paying Agent with respect to such Securities a
sum of money sufficient to make such payments when so becoming due. The Company
shall require each Paying Agent (other than the Trustee) to agree in writing
that the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by such Paying Agent for the making of payments in
respect of the Securities of such series and shall notify the Trustee of any
default by the Company in making any such payment. At any time during the
continuance of any such default, a Paying Agent shall, upon the written request
of the Trustee, forthwith pay to the Trustee all money so held in
<PAGE>   34
                                                                              26


trust with respect to such Securities. If the Company, a Subsidiary or an
Affiliate of either of them acts as Paying Agent for a series of Securities, it
shall segregate the money held by it as Paying Agent with respect to such
Securities and hold it as a separate trust fund. The Company at any time may
require a Paying Agent for a series of Securities to pay all money held by it
with respect to such Securities to the Trustee and to account for any money
disbursed by it. Upon doing so, such Paying Agent shall have no further
liability for the money.

                  SECTION 2.7. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of each series of Securities. If the
Trustee is not the Registrar for any series of Securities, the Company shall
cause to be furnished to the Trustee at least semiannually on June 1 and
December 1 a listing of Holders of such series of Securities dated within 15
days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders of
such series of Securities.

                  SECTION 2.8. Transfer and Exchange. (a) Generally, upon
surrender for registration of transfer of any Security at the office or agency
of the Company designated pursuant to Section 4.5 for such purpose in a Place of
Payment, 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 denomination or denominations of a like
aggregate Principal Amount and tenor. The Company shall not charge a service
charge for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Securityholder requesting such transfer or exchange (other
than any exchange of a temporary Security for a permanent Security not involving
any change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or
10.3, not involving any transfer).
<PAGE>   35
                                                                              27


                  Notwithstanding any other provisions (other than the
provisions set forth in the sixth and seventh paragraphs) of this Section, a
Security in global form representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series of
any authorized denomination or denominations, of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. Bearer
Securities may not be issued in exchange for Registered Securities.

                  At the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denomination or denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Bearer Securities to be exchanged at any office or
agency of the Company located outside the United States, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee or Paying Agent in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company, the Paying Agent and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall
<PAGE>   36
                                                                              28


have been made, such Holder shall be entitled to receive the amount of such
payment; provided, however, that, except as otherwise provided in Section 4.5,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

                  If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate Principal Amount
equal to the Principal Amount of the Security or Securities in global form
representing such series in
<PAGE>   37
                                                                              29


exchange for such Security or Securities in global form in accordance with the
instructions, if any, of the Depositary.

                  The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
global Securities shall no longer be represented by such global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form in accordance
with the instructions, if any, of the Depositary.

                  Notwithstanding the foregoing, except as otherwise specified
in the preceding two paragraphs or as contemplated by Section 2.3(a), any global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.3(a), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities in
aggregate Principal Amount equal to the Principal Amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for definitive
Securities without charge and the Trustee or, in the case of Bearer Securities,
an authenticating agent outside the United States shall authenticate and
deliver, in exchange for each portion of such global Security, an equal
aggregate Principal Amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be
<PAGE>   38
                                                                              30


exchanged which, unless the Securities of the series are not issuable both as
Bearer Securities and as Registered Securities, as specified as contemplated by
Section 2.3(a), shall be in the form of Bearer Securities or Registered
Securities, or any combination thereof, as shall be specified by the beneficial
owner thereof; provided, however, that notwithstanding the last paragraph of
this Section 2.8, no such exchanges may occur during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Securities of that series to be redeemed and ending on the relevant Redemption
Date; and provided, further, that no Bearer Security or coupon delivered in
exchange for a portion of a global Security shall be mailed or otherwise
delivered to any person that is not a United States Alien or to any location in
the United States. If a Registered Security is issued in exchange for any
portion of a global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
person to whom interest in respect of such portion of such global Security is
payable in accordance with the provisions of this Indenture.

                  Upon the exchange of a Security in global form for Securities
in definitive form, such Security in global form shall be cancelled by the
Trustee. All cancelled Securities and coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures unless
the Company directs, by Company Order, that the Trustee shall cancel Securities
and return them to the Company. Registered Securities issued in exchange for a
Security in global form pursuant to this Section 2.8 shall be registered in such
names and in such authorized denominations as the Depositary for such Security
in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The
<PAGE>   39
                                                                              31


Trustee shall deliver such Registered Securities to the persons in whose names
such Securities are so registered.

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

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

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the mailing of a notice of redemption of
Securities of that series to be redeemed and ending (except as otherwise
provided in the first proviso in the eighth paragraph of this Section 2.8) at
the close of business on (A) if Securities of the Series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided,
that such Registered Security shall be simultaneously surrendered for
redemption.

                  (b) Additional Provisions Applicable to Transfer and Exchange
of Restricted Securities.

                  (i) In connection with the transfer or exchange of a
         Definitive IAI Security for a beneficial interest
<PAGE>   40
                                                                              32


         in a global Security, upon receipt by the Trustee of such Definitive
         IAI Security, duly endorsed or accompanied by appropriate instruments
         of transfer in accordance with Section 2.8(b)(ii), the Trustee shall
         cancel such Definitive IAI Security and cause, or direct the Securities
         Custodian to cause, in accordance with the standing instructions and
         procedures existing between the Depositary and the Securities
         Custodian, the aggregate principal amount of Securities represented by
         the applicable global Security to be increased accordingly. If no
         global Securities are then outstanding, the Company shall issue and the
         Trustee shall authenticate, upon written order of the Company in the
         form of an Officers" Certificate, a new global Security in the
         appropriate principal amount. The Trustee shall deliver copies of each
         certification and instruction received by it to the Depositary and,
         upon receipt thereof, the Securities Custodian shall reflect on its
         books and records the date and an increase in the principal amount of
         such global Security in an amount equal to the principal amount of the
         Definitive IAI Security so transferred or exchanged.

                  In connection with the exchange of a portion of a Definitive
         IAI Security for a beneficial interest in a global Security, the
         Trustee shall cancel such Definitive IAI Security, and the Company
         shall execute, and the Trustee shall authenticate and deliver, to the
         transferring Holder a new Definitive IAI Security representing the
         principal amount not so transferred.

                  (ii) Notwithstanding anything to the contrary, the following
         provisions shall apply with respect to any proposed transfer of Rule
         144A Securities or IAI Securities prior to the date which is two years
         after the later of the date of its original issue and the last date on
         which the Company or any Affiliate of the Company was the owner of such
         Securities (or any predecessor thereto) (the "Resale Restriction
         Termination Date"):

                           (A) a transfer of a Rule 144A Security or an IAI
                  Security or a beneficial interest therein to
<PAGE>   41
                                                                              33


                  a QIB shall be made upon the representation of the transferee,
                  in the form of an assignment on the reverse of the
                  certificate, that it is purchasing the Security for its own
                  account or an account with respect to which it exercises sole
                  investment discretion and that it and any such account is a
                  "qualified institutional buyer" within the meaning of Rule
                  144A, and is aware that the sale to it is being made in
                  reliance on Rule 144A and acknowledges that it has received
                  such information regarding the Company as such transferee has
                  requested pursuant to Rule 144A or has determined not to
                  request such information and that it is aware that the
                  transferor is relying upon its foregoing representations in
                  order to claim the exemption from registration provided by
                  Rule 144A;

                           (B) a transfer of a Rule 144A Security or an IAI
                  Security or a beneficial interest therein to an IAI shall be
                  made upon receipt by the Trustee or its agent of a certificate
                  substantially in the form set forth in Exhibit B-1 from the
                  proposed transferee and, if requested by the Company or the
                  Trustee, the delivery of an opinion of counsel, certification
                  and/or other information satisfactory to each of them; and

                           (C) a transfer of a Rule 144A Security or an IAI
                  Security or a beneficial interest therein to a non-United
                  States Person shall be made upon receipt by the Trustee or its
                  agent of a certificate substantially in the form set forth in
                  Exhibit B-2 from the proposed transferor and, if requested by
                  the Company or the Trustee, the delivery of an opinion of
                  counsel, certification and/or other information satisfactory
                  to each of them.

                  (iii) Notwithstanding anything to the contrary, the following
         provisions shall apply with respect to any proposed transfer of a
         Regulation S Security prior to the expiration of the Regulation S
         Restricted Period:
<PAGE>   42
                                                                              34


                           (A) a transfer of a Regulation S Security or a
                  beneficial interest therein to a QIB shall be made upon the
                  representation of the transferee, in the form of assignment on
                  the reverse of the certificate, that it is purchasing the
                  Security for its own account or an account with respect to
                  which it exercises sole investment discretion and that it and
                  any such account is a "qualified institutional buyer" within
                  the meaning of Rule 144A, and is aware that the sale to it is
                  being made in reliance on Rule 144A and acknowledges that it
                  has received such information regarding the Company as such
                  transferee has requested pursuant to Rule 144A or has
                  determined not to request such information and that it is
                  aware that the transferor is relying upon its foregoing
                  representations in order to claim the exemption from
                  registration provided by Rule 144A;

                           (B) a transfer of a Regulation S Security or a
                  beneficial interest therein to an IAI shall be made upon
                  receipt by the Trustee or its agent of a certificate
                  substantially in the form set forth in Exhibit B-1 from the
                  proposed transferee and, if requested by the Company or the
                  Trustee, the delivery of an opinion of counsel, certification
                  and/or other information satisfactory to each of them; and

                           (C) a transfer of a Regulation S Security or a
                  beneficial interest therein to a non-United States Person
                  shall be made upon receipt by the Trustee or its agent of a
                  certificate substantially in the form set forth in Exhibit B-2
                  hereof from the proposed transferor and, if requested by the
                  Company or the Trustee, receipt by the Trustee or its agent of
                  an opinion of counsel, certification and/or other information
                  satisfactory to each of them.

                  After the expiration of the Regulation S Restricted Period,
         interests in a Regulation S Security may be transferred without
         requiring
<PAGE>   43
                                                                              35


         certification set forth in Exhibit B-1, Exhibit B-2 or any additional
         certification.

                  (iv) On or before the date 40 days after the later of the
         announcement of the offering and the date of settlement (the "Exchange
         Date"), the Company shall deliver to a Paying Agent located outside the
         United States, or its designated agent, Bearer Securities executed by
         the Company. On or after the Exchange Date, the Temporary Global Bearer
         Security shall be surrendered by the Common Depositary to the Trustee
         or its agent, as the Company's agent for such purpose, to be exchanged,
         in whole or from time to time in part, at the sole discretion of the
         Company for (i) Bearer Securities or (ii) a permanent global Bearer
         Security (the "Permanent Global Bearer Security") without charge to
         Holders, and the principal Paying Agent or other Paying Agent outside
         the United States shall authenticate and deliver (at an office or
         agency outside the United States), in exchange for the Temporary Global
         Bearer Security or the portions thereof to be exchanged, an equal
         aggregate principal amount of Bearer Securities or the Permanent Global
         Bearer Security, as shall be specified by the beneficial owners
         thereof; provided, however, that upon such presentation by the Common
         Depositary, the Temporary Global Bearer Security is accompanied by a
         certificate dated the Exchange Date or a subsequent date and signed by
         Euroclear as to the portion of the Temporary Global Bearer Security
         held for its account then to be exchanged and a certificate dated the
         Exchange Date or a subsequent date and signed by Clearstream as to the
         portion of the Temporary Global Bearer Security held for its account
         then to be exchanged, each to the effect hereinafter provided. The
         Company and the Trustee agree that they will cooperate in causing the
         paying agent located outside the United States to retain each
         certificate provided by Euroclear or Clearstream for a period of four
         calendar years following the year in which the certificate is received
         and not to otherwise dispose of any such certificate without first
         offering to deliver it to the Company.
<PAGE>   44
                                                                              36


                  Each certificate to be provided by Euroclear and Clearstream
         shall be substantially in the form attached hereto as Exhibit A or with
         such changes therein as shall be approved by the Company and be
         satisfactory to the Trustee.

                  Each certificate received by Euroclear and Clearstream from
         persons appearing in their records as persons entitled to a portion of
         the Temporary Global Bearer Security shall be substantially to the
         effect set forth in this Indenture.

                  Upon any such exchange of a portion of the Temporary Global
         Bearer Security for Bearer Securities or the Permanent Global Bearer
         Security, the Temporary Global Bearer Security shall be endorsed to
         reflect the reduction of the principal amount evidenced thereby. Until
         so exchanged in full, the Temporary Global Bearer Security shall in all
         respects be entitled to the same benefits under, and subject to the
         same terms and conditions of, this Indenture as Bearer Securities
         authenticated and delivered hereunder, except that none of Euroclear,
         Clearstream or the beneficial owners of the Temporary Global Bearer
         Security shall be entitled to receive payment of interest or other
         payments thereon or to convert the Temporary Global Bearer Security, or
         any portion thereof, into Common Stock of the Company or any other
         security, cash or other property.

                  (v) The Company shall deliver to the Trustee an Officers'
         Certificate setting forth the Resale Restriction Termination Date and
         the Regulation S Restricted Period.

                  The Registrar shall retain copies of all letters, notices and
         other written communications received pursuant to Section 2.19 or this
         Section 2.8. The Company shall have the right to inspect and make
         copies of all such letters, notices or other written communications at
         any reasonable time upon the giving of reasonable written notice to the
         Securities Registrar.
<PAGE>   45
                                                                              37


                  (vi) Notwithstanding any other provision of this Section 2.8,
         the Company will not be required to exchange any Securities if, as a
         result of the exchange, the Company would or would be reasonably likely
         to suffer adverse consequences under any United States law or
         regulation.

                  SECTION 2.9. Replacement Securities and Coupons. If (a) any
mutilated Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b) the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered to
the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of written notice to
the Company, any such paying agent or the Trustee that such Security or coupon
has been acquired by a bona fide purchaser, the Company shall execute and upon
its written request the Trustee or paying agent outside the United States shall
authenticate and deliver, in exchange for any such mutilated Security or coupon
or in lieu of any such destroyed, lost or stolen Security or coupon, or in
exchange for the Security to which a mutilated, destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not mutilated, destroyed, lost or
stolen), a new Security of the same series and of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or coupon, or to the Security to which such destroyed, lost or
stolen coupon appertains.
<PAGE>   46
                                                                              38


                  In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or coupon)
if the applicant for such payment shall furnish to the Company and the Trustee
for such Security such security or indemnity as may be required by them to save
each of them harmless, and in the case of destruction, loss or theft, evidence
satisfactory to the Company and such Trustee and any agent of any of them of the
destruction, loss or theft of such Security and the ownership thereof; provided,
however, that the Principal of and any interest on Bearer Securities shall,
except as otherwise provided in Section 4.5, be payable only at an office or
agency located outside the United States and, unless otherwise specified as
contemplated by Section 2.3(a), any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.

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

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

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and
<PAGE>   47
                                                                              39


remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons.

                  SECTION 2.10. Outstanding Securities; Determinations of
Holders' Action. Securities of any series "Outstanding" at any time are, as of
the date of determination, all the Securities of such series theretofore
authenticated by the Trustee for such series except for those cancelled by it,
those delivered to it for cancellation and those described in this Section 2.10
as not outstanding. A Security does not cease to be "Outstanding" because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite Principal Amount of Outstanding
Securities have given or concurred in 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 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 a Trust Officer actually 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. Subject to the foregoing,
only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9). In addition, in determining
whether the Holders of the requisite Principal Amount of Outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the Principal Amount of a Discount
Security that shall be deemed to be Outstanding shall be the amount of the
Principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section 6.2
and (ii) the Principal Amount of a Security denominated in a foreign currency or
currencies shall be the Dollar equivalent, as determined on the date of original
issuance of such
<PAGE>   48
                                                                              40


Security, of the Principal Amount (or, in the case of a Discount Security, the
Dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security.

                  If a Security has been paid pursuant to Section 2.9 or in
exchange for or in lieu of which another Security has been authenticated and
delivered pursuant to this Indenture, it ceases to be Outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by
a bona fide purchaser.

                  If the Trustee (other than the Company) holds, in accordance
with this Indenture, on a Redemption Date or on Stated Maturity, money
sufficient to pay Securities and any coupons thereto appertaining payable on
that date, then on and after that date such Securities shall cease to be
Outstanding and interest, if any, on such Securities shall cease to accrue;
provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

                  SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the permanent Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
Officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. Such temporary Securities may be in global
form.

                  Except in the case of Bearer Securities represented by a
temporary global Security (which shall be exchanged in accordance with the
provisions of the three succeeding paragraphs), if temporary Securities for some
or all of the Securities of any series are issued, the Company will cause
permanent Securities representing such
<PAGE>   49
                                                                              41


Securities to be prepared without unreasonable delay. Subject to Section 2.2,
after the preparation of such permanent Securities, the temporary Securities
shall be exchangeable for such permanent Securities of like tenor upon surrender
of the temporary Securities at the office or agency of the Company designated
for such purpose pursuant to Section 4.5 in a Place of Payment for such series
for the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like Principal Amount of permanent Securities of the same series and
of like tenor of authorized denominations; provided, however, that no definitive
Bearer Security or Permanent Global Bearer Security shall be delivered in
exchange for a temporary Registered Security. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as permanent Securities.

                  Unless otherwise specified as contemplated by Section 2.3(a),
if Bearer Securities of any series are represented by a Security in temporary
global form, any such temporary global Security shall be delivered to the
Depositary for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

                  Without unnecessary delay but in any event not later than the
Exchange Date, the Company shall deliver to the Trustee or paying agent outside
the United States permanent Securities of the same series which may be in
definitive or global form at the sole discretion of the Company, in aggregate
Principal Amount equal to the Principal Amount of such temporary global Bearer
Security, executed by the Company. On or after the Exchange Date, such temporary
global Bearer Security shall be surrendered by the Depositary to the Trustee or
paying agent outside the United States, as the Company's agent for such purpose,
to be exchanged, in whole or from time to time in part, for permanent Securities
of the same series which may be in definitive or global form at the sole
discretion of the
<PAGE>   50
                                                                              42


Company and of like tenor without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary global Bearer Security,
an equal aggregate Principal Amount of definitive Securities or interests in the
Permanent Global Bearer Security of the same series of authorized denominations
and of like tenor as the portion of such temporary global Bearer Security to be
exchanged. The permanent Securities to be delivered in exchange for any such
temporary global Bearer Security shall be in definitive bearer form or
registered form, or shall be represented by a Permanent Global Bearer Security,
or any combination thereof, as specified as contemplated by Section 2.3(a), and,
if any combination thereof is so specified, as requested by the beneficial owner
thereof provided, that no beneficial owner of a registered Temporary Global
Bearer Security who is not a United States alien or who is located in the United
States shall be entitled to receive Bearer Securities.

                  Unless otherwise specified in any such Temporary Global Bearer
Security, the interest of a beneficial owner of Securities of a series
represented by such Temporary Global Bearer Security shall be exchanged for
permanent Securities of the same series which may be in definitive or global
form at the sole discretion of the Company and of like tenor following the
Exchange Date when the account holder instructs Euroclear or Clearstream, as the
case may be, to request such exchange on his behalf and delivers to Euroclear or
Clearstream, as the case may be, any certificate specified as contemplated by
Section 2.3(a). Unless otherwise specified in such Temporary Global Bearer
Security, any such exchange shall be made free of charge to the beneficial
owners of such Temporary Global Bearer Security, except that a person receiving
permanent Securities must bear the cost of insurance, postage, transportation
and the like in the event that such person does not take delivery of such
permanent Securities in person at the offices of Euroclear or Clearstream.

                  Until exchanged in full as herein above provided, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as permanent Securities of the same series and of
like tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by
<PAGE>   51
                                                                              43


Section 2.3(a), interest payable on a temporary global Security representing a
series of Bearer Securities on an Interest Payment Date for Securities of such
series occurring prior to the applicable Exchange Date shall be payable to
Euroclear and Clearstream on such Interest Payment Date, upon delivery by
Euroclear and Clearstream to a paying agent outside the United States of any
certificate specified as contemplated by Section 2.3(a), for credit without
further interest on or after such Interest Payment Date to the respective
accounts of the persons who are the beneficial owners of such Temporary Global
Bearer Security on such Interest Payment Date and who have each delivered to
Euroclear or Clearstream, as the case may be, any certificate specified as
contemplated by Section 2.3(a).

                  SECTION 2.12. Cancellation. All Securities or coupons
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any sinking fund payment, shall, if surrendered to any person
other than the Trustee, be delivered to the Trustee and all Registered
Securities and matured coupons so delivered shall be promptly cancelled by it.
All Bearer Securities and unmatured coupons so delivered shall be held by the
Trustee and shall be cancelled. 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
(including Securities received by the Company in exchange or payment for other
Securities of the Company) and may deliver to the Trustee (or to any other
person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. The Company
may not reissue, or issue new Securities to replace, Securities it has paid or
delivered to the Trustee for cancellation. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted in the form of Securities for any
particular series or as permitted by this Indenture. All cancelled Securities
and coupons shall be disposed of by the Trustee in accordance with its customary
procedures.

                  SECTION 2.13. Payment of Interest; Interest Rights Preserved.
Unless otherwise provided as contemplated by Section 2.3(a)
<PAGE>   52
                                                                              44


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

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Registered Security and the date
         of the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money equal to the aggregate amount
         proposed to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the
<PAGE>   53
                                                                              45


         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 of Registered
         Securities at his address as it appears in the register of the
         Securities, 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 (2).

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

                  Subject to the foregoing provisions of this Section and
Section 2.8, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  SECTION 2.14. Persons Deemed Owners. Prior to due presentment
of a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the
<PAGE>   54
                                                                              46


Trustee may treat the person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of Principal of and (except as otherwise specified as contemplated by
Section 2.3(a) and subject to Section 2.8 and Section 2.13) interest on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered 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.

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

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

                  SECTION 2.15. Computation of Interest. Except as otherwise
specified as contemplated by Section 2.3(a) for Securities of any series, (i)
interest on any Securities which bear interest at a fixed rate shall be computed
on the basis of a 360-day year comprised of twelve 30-day months and (ii)
interest on any Securities which bear interest at a variable rate shall be
computed on the basis of the actual number of days in an interest period divided
by 360.

                  SECTION 2.16. Legends. Unless determined differently as
provided in Section 2.1, global Securities shall bear the following legend on
the face thereof:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW
<PAGE>   55
                                                                              47


         YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
         TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
         SUCCESSOR THEREOF OR SUCH SUCCESSOR"S NOMINEE AND TRANSFERS OF PORTIONS
         OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
         ON THE REVERSE HEREOF."

         Unless determined differently as provided in Section 2.1,

                  (A) each Rule 144A Global Security (and each definitive
         Security issued upon the transfer of all or a portion of the beneficial
         interest in such global Security), each Definitive IAI Security and
         each Global IAI Security (and each definitive Security issued upon the
         transfer of all or a portion of the beneficial interest in such global
         Security) shall bear the following legend (the "Private Placement
         Legend") on the face thereof:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
         STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
         SUCH REGISTRATION.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES,
         ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
         HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
         SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
         WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
         AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
         WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
<PAGE>   56
                                                                              48


         SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
         STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
         (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
         RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
         IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
         ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
         (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
         ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
         INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
         AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH
         A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
         VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
         SUBJECT TO THE COMPANY"S AND THE TRUSTEE"S RIGHT PRIOR TO ANY SUCH
         OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) AND (F) TO REQUIRE
         THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
         INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
         UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
         DATE."; and

                  (B) each Regulation S Global Security (and each definitive
         Security issued upon the transfer of all or a portion of the beneficial
         interest in such global Security) shall bear the following legend (the
         "Regulation S Legend") on the face thereof:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
         ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO
         OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN
         THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
         REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
         ACCOUNT OF A
<PAGE>   57
                                                                              49


         U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
         IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT ("REGULATION
         S"), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
         TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
         TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
         ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
         AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO
         A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
         SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
         GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
         PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
         WITHIN THE MEANING OF REGULATION S, (E) TO AN INSTITUTIONAL ACCREDITED
         INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER
         THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
         OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
         EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
         SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
         OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
         OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
         FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
         THE COMPANY"S AND THE TRUSTEE"S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
         TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF
         AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
         SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE FOREGOING CLAUSE
         (E), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
         OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
         COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER 40
         CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON
         WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN
<PAGE>   58
                                                                              50


         DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE
         CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN
         TO THEM BY REGULATION S UNDER THE SECURITIES ACT."; and

                  (C) each Definitive IAI Security and each Global IAI Security
         (and each definitive Security issued upon the transfer of all or a
         portion of the beneficial interest in such global Security) shall also
         bear the following additional legend on the face thereof:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
         THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
         INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
         THAT THE TRANSFER COMPLIED WITH THE FOREGOING RESTRICTIONS.

                  Upon the transfer, exchange or replacement of Securities not
         bearing a Restricted Securities Legend, the Registrar shall deliver
         Securities that do not bear a Restricted Securities Legend. Upon the
         transfer, exchange or replacement of Securities bearing a Restricted
         Securities Legend, the Registrar shall deliver only Securities that
         bear a Restricted Securities Legend unless (i) such Securities are
         exchanged for Exchange Securities (ii) such Securities are sold under
         an effective registration statement or (iii) there is delivered to the
         Registrar an Opinion of Counsel to the effect that neither such legend
         nor the related restrictions on transfer are required in order to
         maintain compliance with the provisions of the Securities Act.


                                   ARTICLE III

                                   REDEMPTION

                  SECTION 3.1. Right to Redeem; Notices to Trustee. Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series) in accordance with
this Article. In the case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, within the time
period set forth below, notify the Trustee in writing of the Redemption Date,
the Principal Amount of and of any other
<PAGE>   59
                                                                              51


information necessary to identify the Securities of such series to be redeemed
and the Redemption Price (including the information set forth in clauses (4),
(5) and (6) of Section 3.3). In the case of any redemption of Securities of any
series prior to the expiration of any restriction on such redemption provided in
the terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer's Certificate evidencing compliance with
such restriction.

                  The Company shall give notice to the Trustee of any redemption
at the election of the Company at least 45 days but not more than 60 days before
the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee).

                  SECTION 3.2. Selection of Securities to be Redeemed. Unless
otherwise specified as contemplated by Section 2.3(a) with respect to any series
of Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method the Trustee
considers fair and appropriate, which method may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series. The Trustee shall
make the selection not more than 60 days before the Redemption Date from
Outstanding Securities of such series not previously called for redemption.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly in writing of the Securities to be redeemed and, in the
case of any portions of Securities to be redeemed, the principal amount thereof
to be redeemed.

                  SECTION 3.3. Notice of Redemption. Unless otherwise specified
as contemplated by Section 2.3(a) with respect to any series of Securities, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first-class mail, postage prepaid, to each
Holder of Securities to be redeemed.
<PAGE>   60
                                                                              52

                  The notice shall identify the Securities (including CUSIP/ISIN
numbers) to be redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) if fewer than all the Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the Principal Amounts) of the particular Securities to be
         redeemed;

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

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

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

                  (7) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing coupon or coupons will be
         deducted from the Redemption Price or security or indemnity
         satisfactory to the Company, the Trustee for such series and any Paying
         Agent is furnished.

A notice of redemption published as contemplated by Section 12.2 need not
identify particular Registered Securities to be redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the
<PAGE>   61
                                                                              53


Company's expense; provided, however, that, in all cases, the text of such
Company notice shall be prepared by the Company.

                  SECTION 3.4. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice, and from
and after such date (unless the Company shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear
interest and the coupons for such interest appertaining to any Bearer Securities
so to be redeemed, except to the extent provided below, shall be void. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity is on
or prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 4.5)
and, unless otherwise specified as contemplated by Section 2.3(a), only upon
presentation and surrender of coupons for such interest; and provided, further,
that, unless otherwise specified as contemplated by Section 2.3(a), installments
of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Sections 2.8 and 2.13.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and a paying agent located
outside the United States if there be furnished to the Company, the Trustee and
such paying agent such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall
<PAGE>   62
                                                                              54


surrender to any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 4.5) and,
unless otherwise specified as contemplated by Section 2.3(a), only upon
presentation and surrender of those coupons.

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

                  SECTION 3.5. Deposit of Redemption Price. Prior to 10:00 am,
New York Time on the Redemption Date, the Company shall deposit in the Place of
Payment with the Paying Agent (or if the Company or a Subsidiary or an Affiliate
of either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all Securities to be
redeemed on that date other than Securities or portions of Securities called for
redemption which prior thereto have been delivered by the Company to the Trustee
for cancellation. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

                  SECTION 3.6. Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and upon such surrender, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security a
new Registered Security or Securities of the same series and of like tenor, in
an authorized denomination as requested by such Holder, equal in aggregate
Principal Amount to and in exchange for the
<PAGE>   63
                                       55


unredeemed portion of the Principal of the Security surrendered.


                                   ARTICLE IV

                                    COVENANTS

                  SECTION 4.1. Payment of Securities. The Company shall promptly
make all payments in respect of each series of Securities on the dates and in
the manner provided in the Securities and any coupons appertaining thereto and,
to the extent not otherwise so provided, pursuant to this Indenture. An
installment of Principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or a Paying Agent (other than the
Company or an Affiliate of the Company) holds on that date funds (in the
currency or currencies of payment with respect to such Securities) designated
for and sufficient to pay such installment. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. At the Company's
option, payments of Principal or interest may be made by check or by transfer to
an account maintained by the payee subject, in the case of Bearer Securities, to
the provisions of Section 4.5.

                  SECTION 4.2. SEC Reports. The Company shall file with the
Trustee promptly after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA
Section 314(a).

                  Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including
<PAGE>   64
                                                                              56


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

                  SECTION 4.3. Compliance Certificate. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year (beginning with
the fiscal year ending on December 31, 2000) an Officers' Certificate one of the
signers of which shall be the principal executive officer, principal accounting
officer or principal financial officer of the Company stating whether or not the
signers know of any Default that occurred during such period. If they do, such
Officers' Certificate shall describe the Default and its status.

                  SECTION 4.4. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                  SECTION 4.5. Maintenance of Office or Agency. If Securities of
a series are issuable only as Registered Securities, the Company will maintain
in each Place of Payment for such series an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain (A) in the Borough of
Manhattan, The City of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange,
purchase or redemption and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series
<PAGE>   65
                                                                              57


which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 4.6), and (C) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series located outside the
United States an office or agency where any Registered Securities of that series
may be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The office of the Trustee in New York, New York, shall be such office or
agency for all of the aforesaid purposes unless the Company shall maintain some
other office or agency for such purposes and shall give prompt written notice to
the Trustee of the location, and any change in the location, of such other
office or agency. If at any time the Company shall fail to maintain any such
required office or agency in respect of any series of Securities or shall fail
to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands may
be made or served at the address of the Trustee set forth in Section 12.2,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 4.6) at
the place specified for that purpose as contemplated by Section 2.3(a) or, if no
such place is specified, at the main office of The Bank of New York, London
branch, and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands.

                  No payment of Principal or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States, by check
mailed to any address in the United States, by transfer to an account located in
the United States or upon presentation or surrender in the United States of a
Bearer Security or coupon for payment, even if the payment would be credited to
an account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
Principal of
<PAGE>   66
                                                                              58


and any interest on any such Bearer Security (including any additional amounts
payable on Securities of such series pursuant to Section 4.6) shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
Principal, interest or additional amounts, as the case may be, at all offices or
agencies outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

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

                  SECTION 4.6. Additional Amounts. If specified as contemplated
by Section 2.3(a), the Securities of a series may provide for the payment of
additional amounts, and in such case, the Company will pay to the Holder of any
Security of such series or any coupon appertaining thereto additional amounts as
provided therein. Wherever in this Indenture there is mentioned, in any context,
the payment of the Principal of or any interest on, or in respect of, any
Security of any series or payment of any related coupon, such mention shall be
deemed to include mention of the payment of additional amounts provided for in
this Section to the extent that, in such context, additional amounts are, were
or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.
<PAGE>   67
                                                                              59


                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which payment of
Principal is made), and at least 10 days prior to each date of payment of
Principal and any interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of Principal of and any
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts required by the Securities of such series and this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

                  SECTION 4.7. Liens. The Company will not and will not permit
any Subsidiary to, create, incur, assume, or permit to exist any lien on any
property or asset now owned or hereafter acquired by it, to secure any debt of
the Company, any Subsidiary or any person, or permit any Subsidiary so to do,
without making effective provision whereby the Securities then outstanding shall
be secured by the lien equally and ratably with such debt for so long as such
debt shall be so secured, subject to the following exceptions:

                  (a) Permitted Encumbrances;
<PAGE>   68
                                                                              60


                  (b) any lien on any property or asset of the Company or any
         Subsidiary existing on the date hereof; provided, that (1) such lien
         shall not apply to any other property or asset of the Company or any
         Subsidiary and (2) such lien shall secure only those obligations which
         it secures on the date hereof and extensions, renewals, refinancings
         and replacements thereof that do not increase the outstanding principal
         amount thereof (other than by an amount equal to any costs and expenses
         incurred in connection with such extension, renewal, refinancing or
         replacement);

                  (c) any lien existing on any property or asset prior to the
         acquisition thereof by the Company or any Subsidiary or existing on any
         property or asset of any person that becomes a Subsidiary after the
         date hereof prior to the time such person becomes a Subsidiary or any
         lien on any asset of any person existing at the time such person is
         merged into or consolidate with the Company or a Subsidiary; provided,
         that (1) such lien is not created in contemplation of or in connection
         with such acquisition or such person becoming a Subsidiary or such
         merger, as the case maybe, (2) such lien shall not apply to any other
         property or assets of the Company or any Subsidiary and (3) such lien
         shall secure only those obligations which it secures on the date of
         such acquisition or the date such person becomes a Subsidiary or the
         date of such merger, as the case may be, and extensions, renewals,
         refinancings and replacements thereof that do not increase the
         outstanding principal amount thereof (other than by an amount equal to
         any costs and expenses incurred in connection with such extension,
         renewal, refinancing or replacement);

                  (d) any lien on any asset (1) initially securing indebtedness
         incurred or assumed for the purpose of financing all or any part of the
         cost of acquiring or constructing such asset or (2) securing
         indebtedness incurred to extend, renew, refinance or replace the
         indebtedness then secured by such lien, provided, that (x) such lien
         attaches to such asset concurrently with or within 180 days after the
         acquisition thereof and (y) the principal amount of indebtedness
         secured by such lien shall not be increased in connection with any
         extension, renewal, refinancing or replacement of
<PAGE>   69
                                                                              61


         such indebtedness (other than by an amount equal to any costs and
         expenses incurred in connection with such extension, renewal,
         refinancing or replacement);

                  (e) any lien arising in connection with the financing of
         accounts receivable by the Company or any of its Subsidiaries,
         provided, that the uncollected amount of account receivables subject at
         any time to any such financing shall not exceed $125,000,000;

                  (f) any lien relating to a Permitted Sale and Leaseback
         Transaction;

                  (g) any lien in favor of the Company or any Subsidiary granted
         by the Company or any Subsidiary in order to secure any intercompany
         obligations;

                  (h) any lien arising in connection with any legal proceeding
         which is being contested; and

                  (i) any lien not permitted by clauses (a) through (h) above
         securing indebtedness which, together with the aggregate outstanding
         principal amount of all other debt of the Company and its Subsidiaries
         which would otherwise be subject to the foregoing restrictions and the
         aggregate Value of Sale and Leaseback Transactions subject to Section
         4.8, does not at any time exceed the greater of 10% of shareholder's
         equity or $450,000,000.

                  SECTION 4.8. Sale and Leasebacks. The Company shall not enter
into any Sale and Leaseback Transaction (other than a Permitted Sale and
Leaseback Transaction), nor permit any Subsidiary so to do, unless the Company
or such Subsidiary would be entitled to secure the property to be leased in a
principal amount equal to the Value of such Sale and Leaseback Transaction
(without equally and ratably securing the outstanding Securities) because such
liens would be of such character that no violation of any of the provisions of
Section 4.7 would result.
<PAGE>   70
                                                                              62


                                    ARTICLE V

                              SUCCESSOR CORPORATION

                  SECTION 5.1. When Company May Merge or Transfer Assets. The
Company, in a single transaction or through a series of related transactions,
shall not consolidate with or merge with or into any other person or convey or
transfer (by lease, assignment, sale or otherwise) all or substantially all its
properties and assets to another person or group of affiliated persons, unless:

                  (a) either (1) the Company shall be the continuing corporation
         or (2) the person (if other than the Company) formed by such
         consolidation or into which the Company is merged or to which all or
         substantially all of the properties and assets of the Company are
         conveyed or transferred (i) shall be a corporation, partnership,
         limited liability company or trust organized and validity existing
         under the laws of the United States or any state thereof or the
         District of Columbia and (ii) shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all of the obligations of the Company
         under the Securities and this Indenture;

                  (b) immediately after giving effect to such transaction and
         the assumption contemplated by clause (a)(ii) above, no Default or
         Event of Default shall have occurred and be continuing;

                  (c) if, as a result of any consolidation, merger, transfer or
         lease described in this Section 5.1, properties or assets of the
         Company would become subject to any lien which would not be permitted
         by Section 4.7 without equally and ratably securing the Securities, the
         Company or such successor person, as the case may be, will take steps
         as are necessary to effectively secure the Securities equally and
         ratably with, or prior to, all indebtedness secured by those liens as
         provided in Section 4.7; and
<PAGE>   71
                                                                              63


                  (d) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer 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 satisfied. For purposes of the foregoing, the conveyance or
         transfer (by lease, assignment, sale or otherwise) of the properties
         and assets of one or more Subsidiaries (other than to the Company or
         another wholly owned Subsidiary), which, if such assets were owned by
         the Company, would constitute all or substantially all of the
         properties and assets of the Company, shall be deemed to be the
         conveyance or transfer of all or substantially all of the properties
         and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance or
transfer 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 had been named as the Company herein; and thereafter,
except in the case of a lease of its properties and assets substantially as an
entirety, the Company shall be discharged from all obligations and covenants
under this Indenture, the Securities and coupons. The Trustee shall enter into a
supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.


                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

                  SECTION 6.1. Events of Default. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of securities, an
"Event of Default" occurs, with respect to each series of the Securities
individually, if:
<PAGE>   72
                                                                              64


                  (1) the Company defaults in (a) the payment of the principal
         of any Security of such series at its Maturity or (b) the payment of
         any interest upon any Security of such series when the same becomes due
         and payable and continuance of such default for a period of 90 days;

                  (2) the Company fails to comply with any of its agreements in
         the Securities or this Indenture (other than those referred to in
         clause (1) above and other than a covenant or warranty a default in
         whose performance or whose breach is elsewhere in this Section
         specifically dealt with or which has been expressly included in this
         Indenture solely for the benefit of a series of Securities other than
         such series) and such failure continues for 90 days after receipt by
         the Company of a Notice of Default;

                  (3) there shall have been the entry by a court of competent
         jurisdiction of (a) a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Bankruptcy Law or (b) a decree or order adjudging the Company bankrupt
         or insolvent, or seeking reorganization, arrangement, adjustment or
         composition of or in respect of the Company under any applicable
         federal or state law, or appointing a custodian, receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or ordering the
         wind up or liquidation of its affairs, and any such decree or order for
         relief shall continue to be in effect, or any such other decree or
         order shall be unstayed and in effect, for a period of 90 consecutive
         days;

                  (4)(a) the Company commences a voluntary case or proceeding
         under any applicable Bankruptcy Law or any other case or proceeding to
         be adjudicated bankrupt or insolvent, (b) the Company consents to the
         entry of a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Bankruptcy Law or
         to the commencement of any bankruptcy or insolvency case or proceeding
         against it, (c) the Company files a petition or answer
<PAGE>   73
                                                                              65


         or consent seeking reorganization or substantially comparable relief
         under any applicable federal or state law, (d) the Company (x) consents
         to the filing of such petition or the appointment of, or taking
         possession by, a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or similar official of the Company or of any substantial
         part of its property, (y) makes an assignment for the benefit of
         creditors or (z) admits in writing its inability to pay its debts
         generally as they become due or (e) the Company takes any corporate
         action in furtherance of any such actions in this clause (4); and

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

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

                  A Default under clause (2) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount of the Outstanding Securities of such series notify
the Company and the Trustee, of the Default and the Company does not cure such
Default within the time specified in clause (2) above after receipt of such
notice. Any such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default."

                  SECTION 6.2. Acceleration. If an Event of Default with respect
to Securities of any series at the time Outstanding (other than an Event of
Default specified in Section 6.1(3) or (4)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of that series by notice to the
Company and the Trustee, may declare the Principal Amount (or, if any of the
Securities of that series are Discount Securities, such portion of the Principal
Amount of such Securities as may be specified in the terms thereof) of all the
Securities of that series to be immediately due and payable. Upon such a
declaration, such Principal (or portion thereof) shall be due and
<PAGE>   74
                                                                              66


payable immediately. If an Event of Default specified in Section 6.1(3) or (4)
occurs and is continuing, the Principal (or portion thereof) of all the
Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of any series, by notice to the Trustee (and without
notice to any other Securityholder) may rescind an acceleration with respect to
that series and its consequences if the rescission would not conflict with any
judgment or decree and all existing Events of Default with respect to Securities
of such series have been cured or waived except nonpayment of the Principal (or
portion thereof) of Securities of such series that has become due solely as a
result of such acceleration and if all amounts due to the Trustee under Section
7.7 have been paid. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  SECTION 6.3. Other Remedies. If an Event of Default with
respect to a series of Outstanding Securities occurs and is continuing, the
Trustee may pursue any available remedy to (a) collect the payment of the whole
amount then due and payable on such Securities for Principal and interest, with
interest upon the overdue Principal and, to the extent that payment of such
interest shall be legally enforceable, upon overdue installments of interest
from the date such interest was due, at the rate or rates prescribed therefor in
such Securities and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including amounts due
the Trustee under Section 7.7 or (b) enforce the performance of any provision of
the Securities or this Indenture.

                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or coupons or does not produce any of the
Securities or coupons in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.
<PAGE>   75
                                                                              67


                  SECTION 6.4. Waiver of Past Defaults. The Holders of a
majority in aggregate Principal Amount of the Outstanding Securities of any
series, by notice to the Trustee (and without notice to any other
Securityholder), may on behalf of the Holders of all the Securities of such
series and any related coupons waive an existing Default with respect to such
series and its consequences except (1) an Event of Default described in Section
6.1(1) with respect to such series or (2) a Default in respect of a provision
that under Section 9.2 cannot be amended without the consent of the Holder of
each Outstanding Security of such series affected. When a Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.

                  SECTION 6.5. Control by Majority. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee with respect to the Securities of such series. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines in good faith is unduly prejudicial to the rights of
other Securityholders or would involve the Trustee in personal liability.

                  SECTION 6.6. Limitation on Suits. A Holder of any Security of
any series or any related coupons may not pursue any remedy with respect to this
Indenture or the Securities unless:

                  (1) the Holder gives to the Trustee written notice stating
         that an Event of Default with respect to the Securities of that series
         is continuing;

                  (2) the Holders of at least 25% in aggregate Principal Amount
         of the Outstanding Securities of that series make a written request to
         the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity against any loss, liability or expense
         satisfactory to the Trustee;
<PAGE>   76
                                                                              68


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

                  (5) the Holders of a majority in aggregate Principal Amount of
         the Outstanding Securities of that series do not give the Trustee a
         direction inconsistent with such request during such 60-day period.

                  A Securityholder may not use this Indenture to prejudice the
rights of any other Securityholder or to obtain a preference or priority over
any other Securityholder. A Securityholder may not enforce this Indenture or the
Securities except as herein provided.

                  SECTION 6.7. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right, which is
absolute and unconditional, of any Holder of any Security or coupon to receive
payment of the Principal of and (subject to Section 2.13) interest on such
Security or payment of such coupon on the Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) held by such Holder, on or after the respective due dates
expressed in the Securities or any Redemption Date, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected adversely without the consent of each such Holder.

                  SECTION 6.8. Collection Suit by Trustee. If an Event of
Default described in Section 6.1(1) with respect to Securities of any series
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount owing
with respect to such series of Securities and the amounts provided for in
Section 7.7.

                  SECTION 6.9. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the
<PAGE>   77
                                                                              69


Principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue Principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a) to file and prove a claim for the whole amount of
         Principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel and any other amount due the Trustee
         under Section 7.7) and of the Holders of Securities and coupons allowed
         in such judicial proceeding, and

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

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments directly
to the Holders of Securities and coupons, to pay the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7.

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

                  SECTION 6.10. Priorities. If the Trustee collects any money
pursuant to this Article 6, it shall pay out the money in the following order
and, in case of the distribution of
<PAGE>   78
                                                                              70


such money on account of Principal or interest, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: to the Trustee for amounts due under Section 7.7;

                  SECOND: to Securityholders for amounts due and unpaid for the
Principal and interest on the Securities and interest evidenced by coupons in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities and coupons for Principal and interest,
respectively; and

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

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Company shall mail to each Securityholder and the
Trustee a notice that states the record date, the payment date and amount to be
paid.

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 or a suit by Holders of more than 10% in aggregate
Principal Amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder of any Security or coupon for the enforcement of the
payment of the Principal of or interest on any Security or the payment of any
coupon on or after the Stated Maturity
<PAGE>   79
                                                                              71


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

                  SECTION 6.12. Waiver of Stay, Extension or Usury 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 or any usury or other 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 VII

                                     TRUSTEE

                  SECTION 7.1. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of his/her own affairs.

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

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, with respect to any certificates or opinions
         specifically required to be furnished to the Trustee, the Trustee shall
         examine the certificates and opinions to determine
<PAGE>   80
                                       72


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

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

                  (1) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section 7.1;

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.5 or exercising any trust or power
         conferred upon the Trustee under this Indenture.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section
7.1.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

                  (f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall not be liable for any interest on any money received by it except as the
Trustee may otherwise agree in writing with the Company.

                  SECTION 7.2. Rights of Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an
<PAGE>   81
                                                                              73


Opinion of Counsel. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance on such Officers' Certificate or Opinion
of Counsel.

                  (c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

                  (d) Subject to the provisions of Section 7.1 (c), the Trustee
shall not be liable for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers.

                  (e) Subject to the provisions Section 7.1, the Trustee may
conclusively rely and shall be protected in acting or refraining from acting
upon any resolution, Officers' Certificate, Opinion of Counsel (or both),
Company Order or any other certificate, statement, instrument, opinion report,
notice, request, consent, order, bond, debenture, note, coupon, security or
other paper believed to be genuine and to have been signed or presented by the
proper party or parties.

                  (f) Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the secretary or an assistant secretary of the
Company.

                  (g) The Trustee may consult with counsel of its selection and
any written advice or Opinion of Counsel shall, subject to the provisions of
Section 7.1, be full and complete authorization and protection in respect of any
action taken, suffered or omitted to be taken by it hereunder in good faith and
in reliance thereon in accordance with such advice or Opinion of Counsel.

                  (h) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to the
<PAGE>   82
                                                                              74


Trustee against the costs, expenses and liabilities which might be incurred
therein or thereby.

                  (i) Prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon,
security or other paper or document unless requested in writing to do so by the
Holders of not less than a majority in the aggregate principal amount of the
Securities of such series then Outstanding; provided, that, if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of any such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require such
indemnity satisfactory to it against such expense or liabilities as a condition
to proceeding; the reasonable expense of every such investigation shall be paid
by the Company.

                  (j) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the office of the Trustee, and such
notice references the Securities and this Indenture.

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

                  SECTION 7.3. Individual Rights of Trustee, etc. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities or coupons and may otherwise deal with the Company or its Affiliates
with the same rights it would have if it were not Trustee. Any Paying Agent,
Registrar or co-registrar or any other agent
<PAGE>   83
                                                                              75


of the Company may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.4. Trustee's Disclaimer. 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
assumes no responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or coupons. The Trustee shall not be accountable for the Company's
use of the proceeds from the Securities and, shall not be responsible for any
statement in the registration statement for the Securities under the Securities
Act or in the Indenture or the Securities or any coupons (other than its
certificate of authentication) or for the determination as to which beneficial
owners are entitled to receive any notices hereunder.

                  SECTION 7.5. Notice of Defaults. If a Default with respect to
the Securities of any series occurs and is continuing and if it is known to a
Trust Officer, the Trustee shall give to each Holder of Securities of such
series notice of such Default in the manner set forth in TIA Section 315(b)
within 90 days after it occurs. Except in the case of a Default described in
Section 6.1(1) with respect to any Security of such series or a Default in the
payment of any sinking fund installment with respect to any Security of such
series, the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interests of the Holders of Securities of such series.

                  SECTION 7.6. Reports by Trustee to Holders. Within 60 days
after each February 15 beginning with the February 15 following the date of this
Indenture, the Trustee shall mail to each Holder of Securities a brief report
dated as of such May 15 that complies with TIA Section 313(a), if required by
such Section 313(a). The Trustee also shall comply with TIA Section 313(b) and
(c).

                  A copy of each report at the time of its mailing to Holders of
Securities shall be filed with the SEC and each stock exchange on which the
Securities of that series may be listed. The Company agrees to notify promptly
the
<PAGE>   84
                                                                              76


Trustee whenever the Securities of a particular series become listed on any
stock exchange and of any delisting thereof.

                  SECTION 7.7. Compensation and Indemnity. The Company agrees:

                  (a) to pay to the Trustee from time to time such compensation
         for all services rendered by it hereunder as the parties shall agree to
         from time to time (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 for all reasonable expenses, disbursements and
         advances incurred or made by the Trustee in accordance with any
         provision of this Indenture (including the reasonable compensation and
         the expenses, advances and disbursements of its agents and counsel),
         except any such expense, disbursement or advance as may be attributable
         to its negligence or bad faith; and

                  (c) to indemnify each of the Trustee and any predecessor
         trustee for, and to hold it harmless against, any loss, liability,
         damage, claim or expense, including taxes (other than taxes based on
         the income of the Trustee) 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 costs and expenses of
         defending itself against any claim whether asserted by the Company, a
         Holder or any other Person or liability in connection with the exercise
         or performance of any of its powers or duties hereunder.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a lien prior to the Securities and any coupons on
all money or property held or collected by the Trustee, except that held in
trust to pay the Principal of or interest, if any, on particular Securities or
for the payment of particular coupons.

                  The Company's payment obligations pursuant to this Section 7.7
shall survive the discharge of this
<PAGE>   85
                                                                              77


Indenture. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.1(3) or (4), the expenses are intended to constitute
expenses of administration under any Bankruptcy Law.

                  SECTION 7.8. Replacement of Trustee. The Trustee may resign by
so notifying the Company; provided, however, no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.8. The Holders of a majority in aggregate Principal Amount of the
Outstanding Securities of any series at the time outstanding may remove the
Trustee with respect to the Securities of such series by so notifying the
Trustee. The Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee otherwise becomes incapable of acting. If the
         Trustee resigns or is removed or if a vacancy exists in the office of
         the Trustee for any reason, with respect to the Securities of one or
         more series, the Company shall promptly appoint, by resolution of its
         Board of Directors, a successor Trustee with respect to the Securities
         of that or those series (it being understood that any such successor
         Trustee may be appointed with respect to the Securities of one or more
         or all of such series and that at any time there shall be only one
         Trustee with respect to the Securities of any series).

                  If the Trustee for the Securities of any series shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the
office of the Trustee for the Securities of any series for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee with
respect to the Securities of such series.
<PAGE>   86
                                                                              78


                  In the case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders of Securities of the particular series with
respect to which such successor Trustee has been appointed. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.7.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees as co-Trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring
<PAGE>   87
                                                                              79


Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject, nevertheless, to its
lien, if any, provided for in Section 7.7.

                  If a successor Trustee with respect to the Securities of any
series does not take office within 30 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the Company or the Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of such series at the
time outstanding may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

                  If the Trustee fails to comply with Section 7.10, any Holder
of a Security of such series may petition any court of competent jurisdiction
for the removal of such Trustee and the appointment of a successor Trustee.

                  SECTION 7.9. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5).
The Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b), including the optional provision permitted
by the second sentence of TIA Section 310(b)(9). In
<PAGE>   88
                                                                              80


determining whether the Trustee has conflicting interests as defined in TIA
Section 310(b)(1), the provisions contained in the proviso to TIA Section
310(b)(1) shall be deemed incorporated herein.

                  SECTION 7.11. Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.


                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

                  SECTION 8.1. Discharge of Liability on Securities. Except as
otherwise contemplated by Section 2.3(a), when (a) the Company delivers to the
Trustee all Outstanding Securities or all Outstanding Securities of any series,
as the case may be, theretofore authenticated and delivered and all coupons, if
any, appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as provided in
Section 2.8, (ii) Securities or Securities of such series, as the case may be,
and coupons, if any, which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.9, (iii) coupons, if any,
appertaining to Securities or Securities of such series, as the case may be,
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 3.4, and (iv) Securities or
Securities of such series, as the case may be, and coupons, if any, 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 2.4) for cancellation or (b) all Outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash sufficient to pay at Stated Maturity the Principal Amount of all Principal
of and interest on Outstanding Securities or all Outstanding Securities of such
series (other than Securities replaced pursuant to Section 2.9), and if in
either case the Company
<PAGE>   89
                                                                              81


pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 7.7, cease to be of further effect as to all Outstanding
Securities or all Outstanding Securities of any series, as the case may be. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and Opinion of Counsel and at
the cost and expense of the Company.

                  SECTION 8.2. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company on Company Request any money held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years; provided, however, that the Trustee or such Paying
Agent, before being required to make any such return, shall, at the expense and
direction of the Company, cause to be published once in an Authorized Newspaper
in each Place of Payment of or mail to each such Holder notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication or mailing, any unclaimed
money then remaining will be returned to the Company. After return to the
Company, Holders entitled to the money must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

                  SECTION 8.3. Option to Effect Defeasance or Covenant
Defeasance. Unless otherwise specified as contemplated by Section 2.3(a) with
respect to Securities of a particular series, the Company, may at its option, by
Board Resolution, at any time, with respect to any series of Securities, elect
to have either Section 8.4 or Section 8.5 be applied to all of the outstanding
Securities of any series (the "Defeased Securities"), upon compliance with the
conditions set forth in this Article VIII.

                  SECTION 8.4. Defeasance and Discharge. Upon the Company's
exercise under Section 8.3 of the option applicable to this Section 8.4, the
Company shall be deemed to have been discharged from its obligations with
respect to the Defeased Securities on the date the conditions set forth below in
Section 8.6 are satisfied (hereinafter "defeasance"). For this purpose, such
defeasance means
<PAGE>   90
                                                                              82


that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the defeased Securities, which shall thereafter be
deemed to be "outstanding" only for the purposes of Sections 2.4, 2.5,2.6, 2.9,
2.11, 2.12, 4.1, 4.5, 6.6, 6.7, 7.7, 7.8 and 8.2 of this Indenture and to have
satisfied all its other obligations under such series of Securities and this
Indenture and cured all existing Events of Default insofar as such series of
Securities are concerned (and the Trustee, at the expense of the Company, and,
upon written request, shall execute proper instruments acknowledging the same).
Subject to compliance with this Article VIII, the Company may exercise its
option under this Section 8.4 notwithstanding the prior exercise of its option
under Section 8.5 with respect to a series of Securities.

                  SECTION 8.5. Covenant Defeasance. Upon the Company's exercise
under Section 8.3 of the option applicable under this Section 8.5, the Company
shall be released from its obligations under Sections 4.3, 4.7 and 4.8 and
Article V and such other provisions as may be provided as contemplated by
Section 2.3(a) with respect to Securities of a particular series and with
respect to the Defeased Securities on and after the date the conditions set
forth below in Section 8.6 are satisfied (hereinafter "covenant defeasance"),
and the Defeased Securities shall thereafter be deemed to be not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences if any thereof) in connection with such covenants,
but shall continue to be deemed "outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or Article described in this Section 8.5, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
Article described in this Section 8.5 or by reason of any reference in any such
Section or Article described in this Section 8.5 to any other provisions herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 but, except as specified above,
the remainder of this Indenture and such Defeased Securities shall be unaffected
thereby.
<PAGE>   91
                                                                              83


                  SECTION 8.6. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section 8.4 or
Section 8.5 to a series of outstanding Securities.

                  (a) The Company shall have irrevocably deposited with the
Trustee, in trust, (i) sufficient funds as certified by an independent firm of
certified public accountants in the currency or currency unit in which the
Securities of such series are denominated to pay the Principal of and interest
to Stated Maturity (or redemption) on, the Debt Securities of such series, or
(ii) such amount of direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated, and which are
not subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient as certified by an independent firm of
certified public accountants to pay when due the Principal of, and interest to
Stated Maturity (or redemption) on, the Debt Securities of such series.

                  (b) The Company shall (i) have delivered an opinion of counsel
that the Holders of the Securities of such series will not recognize income,
gain or loss for United States Federal income tax purposes as a result of such
defeasance, and will be subject to tax in the same manner as if no defeasance
and discharge or covenant defeasance, as the case may be, had occurred or (ii)
in the case of an election under Section 8.4 the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date this Indenture was first executed, there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel in the United States shall
confirm that, the holders of Outstanding Securities of that particular series
will not recognize income, gain or loss for Federal income tax purposes as a
result of such defeasance.
<PAGE>   92
                                                                              84


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1. Supplemental Indentures without Consent of
Holders. Without the consent of any Holders of Securities or coupons, the
Company and the Trustee, at any time and from time to time, may enter into one
or more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

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

                  (2) to add to the covenants, agreements and obligations of the
         Company for the benefit of the Holders of all of the Securities or any
         series thereof, or to surrender any right or power herein conferred
         upon the Company; or

                  (3) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         Principal, to change or eliminate any restrictions (including
         restrictions relating to payment in the United States) on the payment
         of Principal of or any premium or interest on Bearer Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities, to permit Bearer Securities to be issued in exchange for
         Bearer Securities of other authorized denominations or to permit the
         issuance of Securities in uncertificated form; or

                  (4) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 2.1 and 2.3(a),
         respectively; or

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder
<PAGE>   93
                                                                              85


         by more than one Trustee, pursuant to the requirements of Section 7.8;
         or

                  (6) to cure any ambiguity, defect or inconsistency; or

                  (7) to add to, change or eliminate any of the provisions of
         this Indenture (which addition, change or elimination may apply to one
         or more series of Securities), provided, that any such addition, change
         or elimination shall neither (A) apply to any Security of any series
         created prior to the execution of such supplemental indenture and
         entitled to the benefit of such provision nor (B) modify the rights of
         the Holder of any such Security with respect to such provision; or

                  (8) to secure the Securities; or

                  (9) to make any other change that does not adversely affect
         the rights of any Securityholder.

                  SECTION 9.2. Supplemental Indentures with Consent of Holders.
With the written consent of the Holders of at least a majority in aggregate
Principal Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; provided, however, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the Principal of, or any
         installment of Principal or interest on, any such Security, or reduce
         the Principal Amount thereof or the rate of interest thereon or any
         premium payable upon redemption thereof or reduce the amount of
         Principal of any such Discount Security that would be due and payable
         upon a declaration of acceleration
<PAGE>   94
                                                                              86


         of maturity thereof pursuant to Section 6.2, or change the Place of
         Payment, or change the coin or currency in which, any Principal of, or
         any installment of interest on, any such Security is payable, or impair
         the right to institute suit for the enforcement of any such payment on
         or after the Stated Maturity thereof (or, in the case of redemption, on
         or after the Redemption Date);

                  (2) reduce the percentage in Principal Amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such amendment or supplemental indenture, or the
         consent of whose Holders is required for any waiver (of compliance with
         certain provisions of this Indenture or certain de faults hereunder and
         their consequences) with respect to the Securities of such series
         provided for in this Indenture; or

                  (3) modify any of the provisions of this Section, Section 6.4
         or 6.7, except to increase the percentage of Outstanding Securities of
         such series required for such actions 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.

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

                  It shall not be necessary for the consent of the Holders under
this Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment or supplemental indenture under this
Section 9.2 becomes effective, the Company shall
<PAGE>   95
                                                                              87


mail to each Holder of the particular Securities affected thereby a notice
briefly describing the amendment.

                  SECTION 9.3. Compliance with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall comply with the
TIA as then in effect.

                  SECTION 9.4. Revocation and Effect of Consents, Waivers and
Actions. Until an amendment or waiver with respect to a series of Securities
becomes effective, a consent to it or any other action by a Holder of a Security
of that series hereunder is a continuing consent by the Holder and every
subsequent Holder of that Security or portion of that Security that evidences
the same obligation as the consenting Holder's Security, even if notation of the
consent, waiver or action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the Company or an agent of the Company certifies to the
Trustee that the consent of the requisite aggregate Principal Amount of the
Securities of that series has been obtained. After an amendment, waiver or
action becomes effective, it shall bind every Holder of Securities of that
series.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment or waiver with respect to a series of Securities. If a record date is
fixed, then notwithstanding the first two sentences of the immediately preceding
paragraph, those persons who were Holders of Securities of that series at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to revoke any consent previously given, whether or not such persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.

                  SECTION 9.5. Notation on or Exchange of Securities. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture with respect to such series pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such
<PAGE>   96
                                                                              88


supplemental indenture. If the Company shall so determine, new Securities of
such series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for outstanding Securities of that series.

                  SECTION 9.6. Trustee to Sign Supplemental Indentures. The
Trustee shall sign any supplemental indenture authorized pursuant to this
Article 9 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign it. In signing such amendment, the Trustee shall be entitled to
receive, and (subject to the provisions of Section 7.1) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

                  SECTION 9.7. 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, except to the extent otherwise set forth thereon.


                                   ARTICLE X

                                 SINKING FUNDS

                  SECTION 10.1. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 2.3(a) for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If
<PAGE>   97
                                                                              89


provided for by the terms of Securities of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 10.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of the Securities of such series.

                  SECTION 10.2. Satisfaction of Sinking Fund Payments with
Securities. The Company (1) may deliver Outstanding Securities of a series with
the same issue date, interest rate and Stated Maturity (other than any
previously called for redemption), together in the case of any Bearer Securities
of such series with the same issue date, interest rate and Stated Maturity with
all unmatured coupons appertaining thereto, and (2) may apply as a credit
Securities of a series with the same issue date, interest rate and Stated
Maturity which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of such series with the same issue date, interest rate
and Stated Maturity; provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                  SECTION 10.3. Redemption of Securities for Sinking Fund. Not
less than 60 days (or such shorter period as shall be acceptable to the Trustee)
prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 10.2 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon
<PAGE>   98
                                                                              90


such sinking fund payment date in the manner specified in Section 3.2 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.3. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 3.4 and 3.6.


                                   ARTICLE XI

                        ACTIONS OF HOLDERS OF SECURITIES

                  SECTION 11.1. Purposes for which Meetings may be Called. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                   SECTION 11.2. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 11.1, to be held at such time and at such
place in the Borough of Manhattan, The City of New York or, for a series of
Securities issued as Bearer Securities, in London as the Trustee shall determine
or, with the approval of the Company, at any other place. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 12.2, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time the Company or the Holders of at least
10% in Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 11.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be
<PAGE>   99
                                                                              91


held as provided herein, then the Company or the Holders of Securities of such
series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, The City of New York, or for a series
of Securities issued as Bearer Securities, in London, or in such other place as
shall be determined and approved by the Company, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section 11.2.

                  SECTION 11.3. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a person
shall be (1) a Holder of one or more Outstanding Securities of such series, or
(2) a person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

                  SECTION 11.4. Quorum; Action. The persons entitled to vote a
majority in Principal Amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case, the meeting may be adjourned
for a period determined by the chairman of the meeting prior to the adjournment
of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.
<PAGE>   100
                                                                              92


                  Except as limited by the proviso to Section 9.2, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in Principal Amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in Principal Amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in Principal Amount
of the Outstanding Securities of that series.

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

                  SECTION 11.5. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 11.7 and the appointment of any proxy shall be proved in the manner
specified in Section 11.7 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 11.7 to certify to the holding of Bearer Securities. Such
<PAGE>   101
                                                                              93


regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 11.7 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 11.2(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting.

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

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 11.2 at which a quorum is present may be adjourned
from time to time by persons entitled to vote a majority in Principal Amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 11.6. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed
signatures of the Holders of Securities of such series or of their
representatives by proxy and the Principal Amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any
<PAGE>   102
                                                                              94


resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A
record, at least in duplicate, of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was given as provided in Section 11.2 and, if
applicable, Section 11.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 11.7. Actions of Holders Generally. (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 an agent duly appointed in writing. If
Securities of a series are issuable as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of this
Article, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and
the Company, if made in the manner
<PAGE>   103
                                                                              95


provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 11.6.

                  (b) The fact and date of the execution by any person of any
such instrument or writing, or the authority of the persons executing the same,
may be proved in any reasonable manner which the Trustee deems sufficient.

                  (c) The Principal Amount and serial numbers of Registered
Securities held by the person, and the date of holding the same, shall be proved
by the books of the Registrar.

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

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other act of the Holder of any Security in accordance with
this Section shall bind every future Holder of the same Security and the Holder
of every Security issued upon the registration of transfer thereof or in
exchange therefor or
<PAGE>   104
                                                                              96


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) In the event of a solicitation from the Holders of any
request, demand, authorization, direction, notice, consent, waiver or other act
in accordance with this Section, the Company may, at its option, by or pursuant
to an Officers' Certificate delivered to the Trustee, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such other act, but the
Company shall have no obligation to do so. If not set by the Company prior to
the first solicitation of Holders of a particular series made by any Person in
respect of any such action, or in the case of any such vote, prior to such vote,
the record date for any such action or vote shall be 30 days prior to the first
solicitation of such vote or consent. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite percentage of
Outstanding Securities or Outstanding Securities of a series, as the case may
be, have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that
purpose the Outstanding Securities or Outstanding Securities of the series, as
the case may be, shall be computed as of such record date; provided, that no
such authorization, agreement or consent by the Holders on the record date shall
be deemed effective unless such request, demand, authorization, direction,
notice, consent, waiver or other act shall become effective pursuant to the
provisions of clause (a) of this Section 11.7 not later than six months after
the record date.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  SECTION 12.1. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with
<PAGE>   105
                                                                              97


another provision hereof which is required to be included in this Indenture by
the TIA, the required provision shall control.

                  SECTION 12.2. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail, postage prepaid;
provided, that any notice or communication by and among the Trustee and the
Company may be made by telecopy or other commercially accepted electronic means
and shall be effective upon receipt thereof and shall be confirmed in writing,
mailed by first-class mail, postage prepaid, addressed as follows:

                  if to the Company:

                  The Dun & Bradstreet Corporation
                  One Diamond Hill Road
                  Murray Hill, New Jersey  07974

                  Attention:  Treasurer


                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York 10286

                  Attention:  Corporate Trust Trustee Administration

                  The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

                  Any notice or communication given to a Holder of Registered
Securities shall be mailed to such Securityholder at the Securityholder's
address as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed. Notice shall be
sufficiently given to Holders of Bearer Securities if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be
specified in such Securities on a Business Day at least twice, the first such
publication to be not
<PAGE>   106
                                                                              98


earlier than the earliest date, and not later than the latest date, prescribed
for the giving of such notice.

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

                  Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Holders of Securities of the same series. If a notice or communication is mailed
in the manner provided above, it is duly given, whether or not received by the
addressee.

                  If the Company mails a notice or communication to the Holders
of Securities of a particular series, it shall mail a copy to the Trustee and
each Registrar, co-registrar or Paying Agent, as the case may be, with respect
to such series.

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

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the
<PAGE>   107
                                                                              99


approval of the Trustee shall constitute sufficient notice to such Holders for
every purpose hereunder. Neither the failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice to Holders of Registered
Securities given as provided herein.

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

                  SECTION 12.3. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent with
respect to a particular series of Securities, and anyone else, shall have the
protection of TIA Section 312(c).

                  SECTION 12.4. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with,
         provided, however, that such Opinion of Counsel shall not be required
         in connection with the initial issuance of Securities hereunder.

                  SECTION 12.5. Statements Required in Certificate or Opinion.
Each Officers' Certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include:

                  (1) statement that each person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;
<PAGE>   108
                                                                             100


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

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

                  (4) a statement that, in the opinion of such person, such
         covenant or condition has been complied with.

                  SECTION 12.6. 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.

                  SECTION 12.7. Rules by Trustee, Paying Agent and Registrar.
With respect to the Securities of a particular series, the Trustee with respect
to such series of Securities may make reasonable rules for action by or a
meeting of Holders of such series of Securities. With respect to the Securities
of a particular series, the Registrar and the Paying Agent with respect to such
series of Securities may make reasonable rules for their functions.

                  SECTION 12.8. Legal Holidays. A "Legal Holiday" is any day
other than a Business Day. If any specified date (including an Interest Payment
Date, Redemption Date or Stated Maturity of any Security, or a date for giving
notice) is a Legal Holiday at any Place of Payment or place for giving notice,
then (notwithstanding any other provision of this Indenture or of the Securities
or coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or Principal need not be made at such Place of Payment, or
such other action need not be taken, on such date, but the action shall be taken
on the next succeeding day that is not a Legal Holiday at such Place of Payment
with the same force
<PAGE>   109
                                                                             101


and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity or such other date and to the extent applicable no Original
Issue Discount or interest, if any, shall accrue for the intervening period.

                  SECTION 12.9. Governing Law and Jurisdiction. THIS INDENTURE
AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY, THE TRUSTEE, AND
EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF
LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND (C) THAT SUCH SUIT, ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  SECTION 12.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder of such
Security shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Securities.

                  SECTION 12.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successor. All agreements of
the Trustee in this Indenture shall bind its successor.

                  SECTION 12.12. 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.
<PAGE>   110
                                                                             102


                  SECTION 12.13. 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 and the Holders of
Securities, any benefits or any legal or equitable right, remedy or claim under
this Indenture.

                  SECTION 12.14. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.
<PAGE>   111
                                                                             103



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

                                          THE DUN & BRADSTREET CORPORATION


                                          By:       /s/ R.E. Parker
                                              --------------------------------
                                              Name: Roxanne E. Parker
                                              Title: Vice President -
                                                     Treasury and Investor
                                                     Relations

Attest:




  /s/ Patricia A. Clifford
------------------------------------
Name: Patricia A. Clifford
Title: Assistant Secretary


                                          THE BANK OF NEW YORK, as Trustee

                                          By:      /s/ Marie E. Trimboli
                                             ----------------------------------
                                             Name: Marie E. Trimboli
                                             Title: Assistant Vice President
<PAGE>   112
                                                                             104



                                    EXHIBIT A

                                   CERTIFICATE

                  This is to certify that, based on certificates we have
received from our member organizations substantially in the form set out in the
Indenture relating to the above-captioned Securities, as of the date hereof,
U.S.$___________ principal amount of the above-captioned Securities acquired
from The Dun & Bradstreet Corporation (i) is owned by persons that are not
United States persons (as defined below), (ii) is owned by United States persons
that are (a) foreign branches of United States financial institutions (as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v)
("financial institutions")) purchasing for their own account or for resale or
(b) United States persons who acquired the Securities through foreign branches
of United States financial institutions and who hold the Securities through such
financial institutions on the date hereof (and in the case of either clause (a)
or (b), each financial institution has agreed for the benefit of The Dun &
Bradstreet Corporation to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder) or (iii) is owned by financial institutions for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)). Financial institutions
described in clause (iii) of the preceding sentence (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to United States
persons or to persons within the United States or its possessions.

                  As used in this Certificate, "United States persons" means
citizens or residents of the United States, corporations, partnerships or other
entities created or organized in or under the laws of the United States or any
political subdivision thereof or estates or trusts the income of which is
subject to United States Federal income taxation regardless of the source;
"United States" means the United States of America (including the States and the
<PAGE>   113
                                                                             105


District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction; and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

                  We further certify that (i) we are not making available
herewith for exchange any portion of the Temporary Global Bearer Security
excepted in such certificates and (ii) as of the date hereof, we have not
received any notification from any of our member organizations to the effect
that the statements made by such member organizations with respect to any
portion of the part submitted herewith for exchange are no longer true and
cannot be relied upon as of the date hereof.

                  We understand that this certificate is required in connection
with certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings. We
agree to retain each statement provided by a member organization for a period of
four calendar years following the year in which the statement is received.

Dated:  _________, 200___*
           *To be dated no
           earlier than the
           Exchange Date.

                                            EUROCLEAR BANK S.A./N.V.

                                            CLEARSTREAM BANKING S.A.
<PAGE>   114
                                                                             106

                                   EXHIBIT B-1

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS

             [DATE]

             [TRUSTEE]

             ATTENTION: CORPORATE TRUST TRUSTEE ADMINISTRATION

DEAR SIRS:

         THIS CERTIFICATE IS DELIVERED TO REQUEST A TRANSFER OF $______
PRINCIPAL AMOUNT OF THE ___________ NOTES DUE 20__ (THE "SECURITIES") OF THE DUN
& BRADSTREET CORPORATION (THE "COMPANY").

         UPON TRANSFER, THE SECURITIES WOULD BE REGISTERED IN THE NAME OF THE
NEW BENEFICIAL OWNER AS FOLLOWS:

         NAME: ___________________________________
         ADDRESS: ________________________________
         TAXPAYER ID NUMBER: _____________________

         THE UNDERSIGNED REPRESENTS AND WARRANTS TO YOU THAT:

         1. WE ARE AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")) PURCHASING FOR OUR OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR" AT LEAST $250,000 PRINCIPAL AMOUNT OF THE
SECURITIES, AND WE ARE ACQUIRING THE SECURITIES NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT.
WE HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE
CAPABLE OF EVALUATING THE MERITS AND RISK OF OUR INVESTMENT IN THE SECURITIES
AND WE INVEST IN OR PURCHASE SECURITIES SIMILAR TO THE SECURITIES IN THE NORMAL
COURSE OF OUR BUSINESS. WE AND ANY ACCOUNTS FOR WHICH WE ARE ACTING ARE EACH
ABLE TO BEAR THE ECONOMIC RISK OF OUR OR ITS INVESTMENT.

         2. WE UNDERSTAND THAT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT AND, UNLESS SO REGISTERED, MAY NOT BE SOLD EXCEPT AS PERMITTED IN
THE FOLLOWING SENTENCE. WE AGREE ON OUR OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH WE ARE PURCHASING SECURITIES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITIES PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE DATE OF ORIGINAL ISSUE AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF SUCH SECURITIES (OR ANY PREDECESSOR
THERETO) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) IN A
<PAGE>   115
                                                                             107


TRANSACTION COMPLYING WITH THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, TO A PERSON WE REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER UNDER
RULE 144A (A "QIB") THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QIB AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (d) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (e) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT THAT IS PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," IN EACH CASE IN
A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000 OR (f) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF OUR PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS
BE AT ALL TIMES WITHIN OUR OR THEIR CONTROL AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAWS. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT
APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. IF ANY RESALE OR
OTHER TRANSFER OF THE SECURITIES IS PROPOSED TO BE MADE PURSUANT TO CLAUSE (e)
ABOVE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THE TRANSFEROR SHALL
DELIVER A LETTER FROM THE TRANSFEREE SUBSTANTIALLY IN THE FORM OF THIS LETTER TO
THE COMPANY AND THE TRUSTEE, WHICH SHALL PROVIDE, AMONG OTHER THINGS, THAT THE
TRANSFEREE IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND THAT IT IS ACQUIRING
SUCH SECURITIES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT. EACH PURCHASER ACKNOWLEDGES THAT THE COMPANY AND THE TRUSTEE
RESERVE THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER PRIOR TO THE RESALE
TERMINATION DATE OF THE SECURITIES PURSUANT TO CLAUSES (d), (e) OR (f) ABOVE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
INFORMATION SATISFACTORY TO THE COMPANY AND THE TRUSTEE.


                              TRANSFEREE:____________________________
                              BY_______________________________________
                                    SIGNATURE MEDALLION GUARANTEED
<PAGE>   116
                                                                             108



                                   EXHIBIT B-2

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                       TRANSFERS PURSUANT TO REGULATION S

                [DATE]
                [TRUSTEE]
                ATTENTION: CORPORATE TRUST TRUSTEE ADMINISTRATION

                RE: THE DUN & BRADSTREET CORPORATION
                    6.625% NOTES DUE 2006(THE "SECURITIES")

LADIES AND GENTLEMEN:

         IN CONNECTION WITH OUR PROPOSED SALE OF $________ AGGREGATE PRINCIPAL
AMOUNT OF THE SECURITIES, WE CONFIRM THAT SUCH SALE HAS BEEN EFFECTED PURSUANT
TO AND IN ACCORDANCE WITH REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, WE REPRESENT THAT:

                  (b) THE OFFER OF THE SECURITIES WAS NOT MADE TO A PERSON IN
THE UNITED STATES;

                  (c) EITHER (I) AT THE TIME THE BUY ORDER WAS ORIGINATED, THE
TRANSFEREE WAS OUTSIDE THE UNITED STATES OR WE AND ANY PERSON ACTING ON OUR
BEHALF REASONABLY BELIEVED THAT THE TRANSFEREE WAS OUTSIDE THE UNITED STATES OR
(II) THE TRANSACTION WAS EXECUTED IN, ON OR THROUGH THE FACILITIES OF A
DESIGNATED OFF-SHORE SECURITIES MARKET AND NEITHER WE NOR ANY PERSON ACTING ON
OUR BEHALF KNOWS THAT THE TRANSACTION HAS BEEN PRE-ARRANGED WITH A BUYER IN THE
UNITED STATES;

                  (d) NO DIRECTED SELLING EFFORTS HAVE BEEN MADE IN THE UNITED
STATES IN CONTRAVENTION OF THE REQUIREMENTS OF RULE 903(b) OR RULE 904(b) OF
REGULATION S, AS APPLICABLE; AND

                  (e) THE TRANSACTION IS NOT PART OF A PLAN OR SCHEME TO EVADE
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         IN ADDITION, IF THE SALE IS BEING MADE DURING A RESTRICTED PERIOD, WE
REPRESENT THAT THE SALE IS NOT BEING MADE TO A UNITED STATES PERSON OR FOR THE
ACCOUNT OR BENEFIT OF A UNITED STATES PERSON.

         YOU AND THE COMPANY ARE ENTITLED TO RELY UPON THIS LETTER AND ARE
IRREVOCABLY AUTHORIZED TO PRODUCE THIS LETTER OR A COPY HEREOF TO ANY INTERESTED
PARTY IN ANY ADMINISTRATIVE OR LEGAL PROCEEDINGS OR OFFICIAL INQUIRY WITH
RESPECT TO THE MATTERS COVERED HEREBY. TERMS USED IN THIS CERTIFICATE HAVE THE
MEANINGS SET FORTH IN REGULATION S.


Very truly yours,

<PAGE>   117
                                                                             109


         [NAME OF TRANSFEROR]

         BY:
            ----------------------------

         -------------------------------
         AUTHORIZED SIGNATURE
         SIGNATURE MEDALLION GUARANTEED