<PAGE>   1
                                                                     EXHIBIT 4.1






                                   ----------


                             THE RYLAND GROUP, INC.


                                       and


                                  SUNTRUST BANK


                                     Trustee


                                   ----------


                                    INDENTURE


                                   ----------


                            Dated as of June 12, 2001


                                   ----------




<PAGE>   2


                          SUBORDINATED DEBT SECURITIES


Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated
as of June 12, 2001.

Trust Indenture
  Act Section                               Indenture Section
---------------                             -----------------

Section 310(a)(1)                           609
         (a)(2)                             609
         (a)(3)                             Not Applicable
         (a)(4)                             Not Applicable
         (b)                                608
                                            610
         (c)                                Not Applicable
Section 311(a)                              613(a)
         (b)                                613(b)
         (b)(2)                             703(a)(2)
                                            703(b)
         (c)                                Not Applicable
Section 312(a)                              701
                                            702(a)
         (b)                                702(b)
         (c)                                702(c)
Section 313(a)                              703(a)
         (b)                                703(b)
         (c)                                703(a), 703(b)
         (d)                                703(c)
Section 314(a)                              704
         (b)                                Not Applicable
         (c)(1)                             102
         (c)(2)                             102
         (c)(3)                             Not Applicable
         (d)                                Not Applicable
         (e)                                102
         (f)                                Not Applicable
Section 315(a)                              601(a)
         (b)                                602
                                            703(a)(6)
         (c)                                601(b)
         (d)                                601(c)
         (d)(1)                             601(a)(1)


<PAGE>   3

         (d)(2)                             601(c)(2)
         (d)(3)                             601(c)(3)
         (e)                                514
Section 316(a)                              101
         (a)(1)(A)                          502
                                            512
         (a)(1)(B)                          513
         (a)(2)                             Not Applicable
         (b)                                508
Section 317(a)(1)                           503
         (a)(2)                             504
         (b)                                1003
Section 318(a)                              107

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


<PAGE>   4



<TABLE>
<S>                                                                                                     <C>
ARTICLE ONE..............................................................................................1
     DEFINITIONS AND OTHER PROVISIONS....................................................................1
     OF GENERAL APPLICATION..............................................................................1
         SECTION 101.   Definitions......................................................................1
         SECTION 102.  Compliance Certificates and Opinions..............................................7
         SECTION 103.  Form of Documents Delivered to Trustee............................................7
         SECTION 104.  Acts of Holders...................................................................8
         SECTION 105.  Notices, Etc., to Trustee and Company.............................................9
         SECTION 106.  Notice to Holders; Waiver.........................................................9
         SECTION 107.  Conflict with Trust Indenture Act................................................10
         SECTION 108.  Effect of Headings and Table of Contents.........................................10
         SECTION 109.  Successors and Assigns...........................................................10
         SECTION 110.  Separability Clause..............................................................10
         SECTION 111.  Benefits of Indenture............................................................11
         SECTION 112.  Governing Law....................................................................11
         SECTION 113.  Legal Holidays...................................................................11
         SECTION 114.  Indenture and Securities Solely Corporate Obligations............................11
         SECTION 115.  No Security Interest Created.....................................................11

ARTICLE TWO.............................................................................................12
     SECURITY FORMS.....................................................................................12
         SECTION 201.  Forms Generally..................................................................12
         SECTION 202.  Form of Trustee's Certificate of Authentication..................................12

ARTICLE THREE...........................................................................................14
     THE SECURITIES.....................................................................................14
         SECTION 301.  Amount Unlimited; Issuable in Series.............................................14
         SECTION 302.  Denominations....................................................................16
         SECTION 303.  Execution, Authentication, Delivery and Dating...................................16
         SECTION 304.  Temporary Securities.............................................................18
         SECTION 305.  Registration, Registration of Transfer and Exchange..............................19
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.................................20
         SECTION 307.  Payment of Interest; Interest Rights Preserved...................................21
         SECTION 308.  Persons Deemed Owners............................................................22
         SECTION 309.  Cancellation.....................................................................23
         SECTION 310.  Computation of Interest..........................................................23

ARTICLE FOUR............................................................................................23
</TABLE>


                                      -i-
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<TABLE>
<S>                                                                                                    <C>
     SATISFACTION AND DISCHARGE.........................................................................23
         SECTION 401.  Satisfaction and Discharge of Indenture..........................................23
         SECTION 402.  Application of Trust Money.......................................................25
         SECTION 403.  Defeasance and Discharge of Securities of any Series.............................25
         SECTION 404.  Reinstatement....................................................................27

ARTICLE FIVE............................................................................................28
     REMEDIES...........................................................................................28
         SECTION 501.  Events of Default................................................................28
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment...............................29
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee..................30
         SECTION 504.  Trustee May File Proofs of Claim.................................................31
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities......................32
         SECTION 506.  Application of Money Collected...................................................32
         SECTION 507.  Limitation on Suits..............................................................32
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest........33
         SECTION 509.  Restoration of Rights and Remedies...............................................33
         SECTION 510.  Rights and Remedies Cumulative...................................................33
         SECTION 511.  Delay or Omission Not Waiver.....................................................34
         SECTION 512.  Control by Holders...............................................................34
         SECTION 513.  Waiver of Past Defaults..........................................................34
         SECTION 514.  Undertaking for Costs............................................................35
         SECTION 515.  Waiver of Stay or Extension Laws.................................................35

ARTICLE SIX.............................................................................................36
     THE TRUSTEE........................................................................................36
         SECTION 601.  Certain Duties and Responsibilities..............................................36
         SECTION 602.  Notice of Defaults...............................................................37
         SECTION 603.  Certain Rights of Trustee........................................................37
         SECTION 604.  Not Responsible for Recitals or Issuance of Securities...........................38
         SECTION 605.  May Hold Securities..............................................................39
         SECTION 606.  Money Held in Trust..............................................................39
         SECTION 607.  Compensation and Reimbursement...................................................39
         SECTION 608.  Disqualification; Conflicting Interests..........................................40
         SECTION 609.  Corporate Trustee Required; Eligibility..........................................45
         SECTION 610.  Resignation and Removal; Appointment of Successor................................45
         SECTION 611.  Acceptance of Appointment by Successor...........................................47
</TABLE>


                                      -ii-
<PAGE>   6

<TABLE>
<S>                                                                                                    <C>
         SECTION 612.  Merger, Conversion, Consolidation or Succession to Business......................48
         SECTION 613.  Preferential Collection of Claims Against Company................................48
         SECTION 614.  Appointment of Authenticating Agent..............................................52

ARTICLE SEVEN...........................................................................................54
     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................54
         SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders........................54
         SECTION 702.  Preservation of Information; Communications to Holders...........................54
         SECTION 703.  Reports by Trustee...............................................................56
         SECTION 704.  Reports by Company...............................................................56

ARTICLE EIGHT...........................................................................................57
     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...............................................57
         SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.............................57
         SECTION 802.  Successor Corporation Substituted................................................58

ARTICLE NINE............................................................................................59
     SUPPLEMENTAL INDENTURES............................................................................59
         SECTION 901.  Supplemental Indentures Without Consent of Holders...............................59
         SECTION 902.  Supplemental Indentures with Consent of Holders..................................60
         SECTION 903.  Execution of Supplemental Indentures.............................................61
         SECTION 904.  Effect of Supplemental Indentures................................................61
         SECTION 905.  Conformity with Trust Indenture Act..............................................61
         SECTION 906.  Reference in Securities to Supplemental Indentures...............................62
         SECTION 907.  Notice of Supplemental Indenture.................................................62

ARTICLE TEN.............................................................................................62
     COVENANTS..........................................................................................62
         SECTION 1001.  Payment of Principal, Premium and Interest......................................62
         SECTION 1002.  Maintenance of Office or Agency.................................................62
         SECTION 1003.  Money for Securities Payments to Be Held in Trust...............................63
         SECTION 1004.  Corporate Existence.............................................................64
         SECTION 1005.  Statement as to Compliance......................................................65

ARTICLE ELEVEN..........................................................................................65
     REDEMPTION OF SECURITIES...........................................................................65
         SECTION 1101.  Applicability of Article........................................................65
         SECTION 1102.  Election to Redeem; Notice......................................................65
         SECTION 1103.  Selection of Securities to be Redeemed..........................................66
         SECTION 1104.  Notice of Redemption............................................................66
</TABLE>


                                      -iii-
<PAGE>   7

<TABLE>
<S>                                                                                                    <C>
         SECTION 1105.  Deposit of Redemption Price.....................................................67
         SECTION 1106.  Securities Payable on Redemption Date...........................................67
         SECTION 1107.  Securities Redeemed in Part.....................................................68

ARTICLE TWELVE..........................................................................................68
     SUBORDINATION OF SECURITIES........................................................................68
         SECTION 1201.  Agreement to Subordinate........................................................68
         SECTION 1202.  Certain Definitions.............................................................68
         SECTION 1203.  Liquidation, Dissolution, Bankruptcy............................................69
         SECTION 1204.  Default on Senior Debt..........................................................69
         SECTION 1205.  Acceleration of Securities......................................................70
         SECTION 1206.  When Distribution Must Be Paid Over.............................................70
         SECTION 1207.  Notice by Company...............................................................70
         SECTION 1208.  Subrogation.....................................................................70
         SECTION 1209.  Relative Rights.................................................................71
         SECTION 1210.  Subordination May Not Be Impaired by Company....................................71
         SECTION 1211.  Distribution or Notice to Representative........................................71
         SECTION 1212.  Rights of Trustee and Paying Agent..............................................71
</TABLE>


                                      -iv-
<PAGE>   8



         INDENTURE, dated as of June 12, 2001, between The Ryland Group, Inc.,
a corporation duly organized and existing under the laws of the State of
Maryland (herein called the "Company"), having its principal office at 24025
Park Sorrento, Suite 400, Calabasas, California 91302 and SunTrust Bank, a
state banking corporation duly organized and existing under the laws of the
State of Georgia, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
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.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



                                   ARTICLE ONE


                        DEFINITIONS AND OTHER PROVISIONS


                             OF GENERAL APPLICATION


SECTION 101.   DEFINITIONS.

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

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

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



                                      -1-
<PAGE>   9

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

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

         Certain terms, used principally in Article Six, are defined in that
Article. "Act," when used with respect to any Holder, has the meaning specified
in Section 104.

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

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

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

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

         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions and trust companies in that Place of Payment are authorized
or obligated by law or executive order to close.

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

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



                                      -2-
<PAGE>   10

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

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at 25 Park Place, 24th
Floor, Atlanta, GA 30303.

         The term "corporation" includes corporations, associations, companies
and business trusts.

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

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

         "Fixed Rate Security" means a Security which provides for the payment
of interest at a fixed rate.

         "Floating Rate Security" means a Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or other index specified pursuant to Section 301.

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the form and terms of particular series of Securities
established as contemplated by Sections 201 and 301.

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

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

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

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an



                                      -3-
<PAGE>   11

Assistant Controller, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

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

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

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

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

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

                           (iv)     Securities for whose payment or redemption
                  money or U.S. Government Obligations in the necessary amount
                  has theretofore been deposited with the Trustee (or another
                  trustee satisfying the requirements of Section 609) in trust
                  for the Holders of such Securities in accordance with Sections
                  401 and 403;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes



                                      -4-
<PAGE>   12

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

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

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock 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 the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable.

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

         The term "principal" of a Security means the principal of such Security
plus, when appropriate, the premium, if any, on the Security.

         "Property" means any kind of property or assets, whether real, personal
or mixed, tangible or intangible.

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

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

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

         "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular



                                      -5-
<PAGE>   13

corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

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

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

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

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 905.

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

         "U.S. Government Obligations" means securities which are (i) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended), which has a combined capital
and surplus of not less than $50,000,000, as custodian with respect to any such
U.S. Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a depository receipt; provided that (except as required by law)
such custodian is not



                                      -6-
<PAGE>   14

authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

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


SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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



SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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



                                      -7-
<PAGE>   15

other such Persons as to other matters, and any such Person may certify or give
an opinion as to such matters in one or several documents.

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

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


SECTION 104.  ACTS OF HOLDERS.

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

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

         (c)      The ownership of Securities of any series shall be proved by
the Security Register for each series or by a certificate of the Security
Registrar for such series. The Company, the Trustee and any agent of the Company
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of the principal of (and
premium, if any) and (subject to Section 307) interest, if any, on such Security
and for all other purposes whatsoever, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary. All payments made to any Holder, or upon his order, shall be valid,
and, to the extent of the sum or sums paid, effectual to satisfy and discharge
the liability for moneys payable upon such Security.



                                      -8-
<PAGE>   16

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

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


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

         Except as otherwise specifically provided herein, any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

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

                  (2)      the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to The Ryland Group, Inc., 24025 Park
         Sorrento, Suite 400, Calabasas, California 91302, Attention: Treasurer
         or at any other address subsequently furnished in writing to the
         Trustee by the Company.


SECTION 106.  NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the



                                      -9-
<PAGE>   17

Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice; provided, however, that
any notice to Holders of Floating Rate Securities regarding the determination of
a periodic rate of interest, if such notice is required pursuant to Section 301,
shall be sufficiently given if given in the manner specified pursuant to Section
301. In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice mailed in the manner prescribed by this Indenture shall be
conclusively presumed to have been duly given whether or not received by any
particular Holder. 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.

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


SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.


SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


SECTION 109.  SUCCESSORS AND ASSIGNS.

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


SECTION 110.  SEPARABILITY CLAUSE.

         In case any provision of 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.




                                      -10-
<PAGE>   18

SECTION 111.  BENEFITS OF INDENTURE.

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


SECTION 112.  GOVERNING LAW.

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


SECTION 113.  LEGAL HOLIDAYS.

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


SECTION 114.  INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

         No recourse for the payment of the principal of (or premium, if any) or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.


SECTION 115.  NO SECURITY INTEREST CREATED.

         Nothing in this Indenture or in the Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now



                                      -11-
<PAGE>   19

or hereafter enacted and in effect in any jurisdiction where property of the
Company or its Subsidiaries is or may be located.



                                   ARTICLE TWO


                                 SECURITY FORMS


SECTION 201.  FORMS GENERALLY.

         The Securities of each series shall be in substantially the form as
shall be established by or pursuant to a Board Resolution, 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, as evidenced by their execution of the Securities. If the form of a
series of Securities is established by action taken pursuant to a Board
Resolution, a copy of such Board Resolution shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee, together
with an Officer's Certificate setting forth the form of such series, at or prior
to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, typed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the officers executing such Securities as
evidenced by their execution of such Securities.


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

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




                                      -12-
<PAGE>   20

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Securities of the series designated therein issued
under the within-mentioned Indenture.

                                       SunTrust Bank,
                                         as Trustee


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






                                      -13-
<PAGE>   21




                                  ARTICLE THREE


                                 THE SECURITIES


SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

                  (1)      the title of the Securities of the series (which
         shall distinguish the Securities of the series from 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 Section 304, 305, 306, 906 or
         1107);

                  (3)      if other than unlimited, the date or dates on which
         the Securities of the series may be issued;

                  (4)      the date or dates on which the principal of (and
         premium, if any, on) the Securities of the series is payable, or the
         manner in which such dates are determined;

                  (5)      the rate or rates at which the Securities of the
         series shall bear interest, if any, or the manner in which such rates
         are determined, the date or dates from which any such interest shall
         accrue, or the manner in which such dates are determined, the Interest
         Payment Dates on which any such interest shall be payable, the Regular
         Record Dates, if any, for the payment of interest on any Interest
         Payment Date and the rate or rates of interest, if any, payable on
         overdue installments of interest on or principal of (or premium, if
         any, on) the Securities of the series, and whether the interest rate
         may be reset upon certain designated events and, in the case of
         Floating Rate Securities, the notice, if any, to Holders regarding the
         determination of interest and the manner of giving such notice, and the
         extent to which, or the manner in which, any interest payable on any
         Global Security on an Interest Payment Date will be paid if other than
         in the manner provided in Section 307;

                  (6)      if other than the Trustee, the identity of the
         Security Registrar and Paying Agent and, if other than as set forth
         herein, the place or places where the principal of (and premium, if
         any) and interest, if any, on Securities of the series shall be
         payable,



                                      -14-
<PAGE>   22

         provided, however, that, at the option of the Company, any interest on
         the Securities of any series may be paid by wire transfer or by check
         mailed to the address of the person entitled thereto as such address
         shall appear in the Security Register;

                  (7)      if the Securities of such series are redeemable, the
         period or periods within which, or the dates on 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 or the Holders thereof;

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

                  (9)      the dates, if any, on which and the price or prices
         at which the Securities will, pursuant to any mandatory sinking fund
         provisions, or may, pursuant to any optional sinking fund provisions or
         to any purchase fund provisions, be redeemed by the Company, and the
         other detailed terms and provisions of such sinking and/or purchase
         funds;

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

                  (11)     whether the Securities of the series are to be issued
         as Original Issue Discount Securities and the amount of discount with
         which such Securities may be issued and, if other than the principal
         amount thereof, the portion of the principal amount of Securities of
         the series which shall be payable upon declaration of acceleration of
         the Maturity thereof pursuant to Section 502;

                  (12)     if other than the currency of the United States, the
         currency or currencies, including composite currencies, in which
         payment of the principal of (and premium, if any) and interest, if any,
         on the Securities of the series shall be payable and the method by
         which such currency would be converted into or related to currency of
         the United States for the purposes of this Indenture or in any
         supplement hereto;

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

                  (14)     additional covenants of the Company, if any, for the
         benefit of the Holders of Securities of such series and additional
         Events of Default, if any, with respect to Securities of such series;

                  (15)     provisions, if any, for the defeasance of Securities
         of the series;



                                      -15-
<PAGE>   23

                  (16)     subject to the terms of this Indenture, any other
         terms, conditions, rights and preferences (or limitations on such
         rights and preferences) relating to the Securities of such series.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided pursuant to
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of such Board Resolution 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.


SECTION 302.  DENOMINATIONS.

         In the absence of any provisions as shall be specified with respect to
the Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof in registered form
without coupons.


SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver to the Trustee or an Authenticating
Agent for authentication Securities of any series executed by the Company,
together with a Company Request or Company Order for the authentication and
delivery of such Securities, and the Trustee or such Authenticating Agent in
accordance with the Company Order shall authenticate and deliver such
Securities. If all the Securities of any series are not to be issued at one
time, and if the Board Resolution, Officers' Certificate or supplemental
indenture establishing such series shall so permit, such Company Order may set
forth procedures acceptable to the Trustee for the issuance of such Securities
and the determination of the terms of particular Securities of such series such
as interest rate, maturity date, date of issuance and date from which interest
shall accrue. If provided for in such procedures, such Company Order may
authorize authentication and delivery pursuant to oral instructions from the
Company or its duly authorized agent, which instructions shall be confirmed in
writing. In authenticating such Securities, and accepting the additional



                                      -16-
<PAGE>   24

responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive, and (subject to Section 601) shall be fully protected in
relying upon, prior to the authentication and delivery of the Securities of such
series, (i) the supplemental indenture, Board Resolution or Officers'
Certificate establishing such Securities, (ii) an Officers' Certificate pursuant
to Sections 201 and 301 and complying with Section 102, and (iii) an Opinion of
Counsel complying with Section 102 and stating that,

                  (1)      all instruments furnished by the Company to the
         Trustee in connection with the authentication and delivery of such
         Securities conform to the requirements of this Indenture and constitute
         sufficient authority from the Company under the terms of this Indenture
         for the Trustee to authenticate and deliver such Securities;

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

                  (3)      in the event that the forms or terms of such
         Securities have been established in a supplemental indenture, the
         execution and delivery of such supplemental indenture has been duly
         authorized by all necessary corporate action of the Company, such
         supplemental indenture has been duly executed and delivered by the
         Company and, assuming due authorization, execution and delivery by the
         Trustee, is a valid and binding obligation enforceable against the
         Company in accordance with its terms, subject to applicable bankruptcy,
         insolvency, reorganization and other similar laws relating to or
         affecting creditors' rights generally and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law);

                  (4)      the execution and delivery of such Securities have
         been duly authorized by all necessary corporate action of the Company
         and upon due execution and delivery of such Securities by the Company
         against required payment therefor and due authentication and delivery
         of such Securities by the Trustee under this Indenture, such Securities
         will constitute valid and binding obligations of the Company, entitled
         to the benefit of the Indenture, subject to applicable bankruptcy,
         insolvency, reorganization and other similar laws relating to or
         affecting creditors' rights generally and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and subject
         to such other exceptions and assumptions as counsel shall request and
         as to which the Trustee shall not reasonably object;

                  (5)      to such counsel's knowledge, the amount of Securities
         Outstanding of such series, together with the amount of such Debt
         Securities, does not exceed any limit established under the terms of
         this Indenture on the amount of Securities of such series that may be
         authenticated and delivered;

                  (6)      no consent, approval, authorization or order of any
         Federal or Maryland governmental agency or body is required for the
         execution and delivery by the Company



                                      -17-
<PAGE>   25

         of the Securities, except such as have been obtained under the
         Securities Act of 1933, as amended, and the Trust Indenture Act of
         1939, as amended, and such as may be required under Maryland securities
         or Blue Sky laws; and

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

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver the Officers' Certificate or the Company
Order and Opinion of Counsel otherwise required pursuant to the preceding
paragraphs at or prior to the time of issuance of each Security of such Series,
if such documents are delivered at or prior to the time of issuance of the first
Security of such series and reasonably contemplate the issuance of such
additional Securities of a series.

         The Trustee or any Authenticating Agent shall have the right to decline
to authenticate and deliver any of such Securities if it, being advised by
counsel, determines that such action may not lawfully be taken, or if it, its
board of directors, trustees, executive committee, or a trust committee of
directors or trustees and/or vice presidents shall determine in good faith that
such action would expose it to personal liability to existing Holders, or if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

         Unless otherwise provided in the terms for any series of Securities
established pursuant to this Indenture, each Security shall be dated the date of
its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been 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 309
together with a written statement (which need not comply with Section 102)
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 304.  TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee or an Authenticating
Agent shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities



                                      -18-
<PAGE>   26

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series of a like Stated Maturity and with like terms and
provisions, upon surrender of the temporary Securities of such series at the
office or agency established by the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations
and of a like Stated Maturity and with like terms and provisions. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         With respect to each series of Securities, the Company shall cause to
be kept at one of the offices or agencies maintained pursuant to Section 1002 a
register (the register maintained in such office and in any other office or
agency established by the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities of that series and of transfers and exchanges of
Securities of that series. The Company shall appoint, with respect to Securities
of each Series, a "Security Registrar" for the purpose of registering such
Securities and transfers and exchanges of such Securities as herein provided. In
the event the Trustee shall not be Security Registrar, it shall have the right
to examine the Security Register at all reasonable times.

         Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee or an Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of a like tenor, aggregate principal amount and Stated
Maturity.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like tenor, aggregate principal amount and Stated Maturity, upon surrender of
the Securities to be exchanged at such office or agency and upon payment, if the
Company shall so require, of the charges hereinafter



                                      -19-
<PAGE>   27

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

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

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

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

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of selection for redemption of Securities of
that series selected for redemption under Section 1103 and ending at the close
of business on the day of the mailing of notice of redemption, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.


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

         If any mutilated Security is surrendered to the Trustee or the Security
Registrar and the Security or indemnity referred to in clause (ii) of the next
succeeding paragraph is provided to the Company, the Trustee and the Security
Registrar, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like
tenor, principal amount and Stated Maturity and bearing a number not
contemporaneously outstanding.

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



                                      -20-
<PAGE>   28

stolen Security, a new Security of the same series and of like tenor, principal
amount and Stated Maturity and bearing a number not contemporaneously
outstanding.

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay the amount due on such Security in
accordance with its terms.

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

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

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


SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Except as otherwise specified for Securities of any series, interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

         Payment of interest on Securities shall be made at the office of the
Paying Agent or Paying Agents specified pursuant to Section 301 or, at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or, if to a Holder of $1,000,000 or more in aggregate
principal amount of Securities of any series, by wire transfer to an account
designated by the Holder in writing to the Paying Agent or Agents on or prior to
the Record Date.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered 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



                                      -21-
<PAGE>   29

         Securities) are registered at the close of business on a Special Record
         Date for the payment of such Defaulted Interest, which shall be fixed
         in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Security of such series and the date of the proposed payment, and at
         the same time the Company shall deposit with the Trustee an amount of
         money equal to the aggregate amount proposed to be paid in respect of
         such Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Persons entitled to such Defaulted Interest as 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 Securities of such series at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

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

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


SECTION 308.  PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee, any Paying Agent, any Authenticating Agent and any
other agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
307) interest, if any, on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee,
any Paying Agent, any



                                      -22-
<PAGE>   30

Authenticating Agent nor any other agent of the Company or the Trustee shall be
affected by notice to the contrary.


SECTION 309.  CANCELLATION.

         Unless otherwise specified pursuant to Section 301 for Securities of
any series, all Securities surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any sinking fund payment, shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. Notwithstanding any other provision of this Indenture to the contrary,
in the case of a series all the Securities of which are not be to originally
issued at one time, a Security of such series shall not be deemed to have been
Outstanding at any time hereunder if and to the extent that, subsequent to the
authentication and delivery thereof, such Security is delivered to the Trustee
for cancellation by the Company or any agent thereof upon the failure of the
original purchaser thereof to make payment therefor against delivery thereof,
and any Security so delivered to the Trustee shall be promptly cancelled by it.
No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities shall be destroyed by the Trustee
and the Trustee shall deliver a certificate of such destruction to the Company,
unless the Company by Company Order shall direct that such cancelled Securities
be returned to it.


SECTION 310.  COMPUTATION OF INTEREST.

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



                                  ARTICLE FOUR


                           SATISFACTION AND DISCHARGE


SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, rights under Section 306, and the
right to receive payment pursuant to Section 402(a)), and the Trustee on Company
Request, and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when



                                      -23-
<PAGE>   31

         (1)      either

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

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

                                    (i)     have become due and payable, or

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

                                    (iii)   are to be called for redemption
                           within one year under arrangements satisfactory to
                           the Trustee for the giving of notice of redemption by
                           the Trustee in the name, and at the expense, of the
                           Company, and the Company, in the case of (i), (ii),
                           or (iii) above, has deposited or caused to be
                           deposited with the Trustee as trust funds in trust
                           for the purpose an amount sufficient to pay and
                           discharge the entire indebtedness on such Securities
                           not theretofore delivered to the Trustee for
                           cancellation, for principal (and premium, if any) and
                           interest, if any, to the date of such deposit (in the
                           case of Securities which have become due and payable)
                           or to the Stated Maturity or Redemption Date, as the
                           case may be; provided, however, in the event a
                           petition for relief under the Federal bankruptcy
                           laws, as now or hereafter constituted, or any other
                           applicable Federal or state bankruptcy, insolvency or
                           other similar law, is filed with respect to the
                           Company within 91 days after the deposit and the
                           Trustee is required to return the deposited money to
                           the Company, the obligations of the Company under
                           this Indenture with respect to such Securities shall
                           not be deemed terminated or discharged;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company under Sections 305 and 306, the obligations of the
Company to the Trustee under




                                      -24-
<PAGE>   32

Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614, if money or U.S. Government Obligations shall have been deposited
with the Trustee in accordance with Section 403, the obligations of the Company
to the Trustee under Section 402(b), and, if money shall have been deposited
with the Trustee pursuant to Subclause (B) of Clause (l) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003, shall survive.


SECTION 402.  APPLICATION OF TRUST MONEY.

         (a)      Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations deposited with the Trustee (or other trustee
satisfying the requirements of Section 609, collectively, for purposes of this
Section 402, the "Trustee") pursuant to Section 403 and all money received by
the Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Section 403, shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with or received by the Trustee
or to make payments as contemplated by Section 403.

         (b)      The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Section 403 or the interest and principal
received in respect of such U.S. Government Obligations other than any such tax,
fee or other charge which by law is payable by or on behalf of Holders.

         (c)      Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 403 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then have been required
to be deposited for the purpose for which such money or U.S. Government
Obligations were deposited or received.


SECTION 403.  DEFEASANCE AND DISCHARGE OF SECURITIES OF ANY SERIES.

                  The Company shall be deemed to have paid and discharged the
         entire indebtedness on all the Outstanding Securities of any series,
         the provisions of this Indenture as it relates to such Outstanding
         Securities (except as to (A) the rights of Holders of such Outstanding
         Securities to receive, from the trust funds described in subparagraph
         (1) below, payment of the principal of (and premium, if any) or
         interest, if any, on such Securities on the Stated Maturity of such
         principal of (and premiums, if any)



                                      -25-
<PAGE>   33

         or interest or any manadatory sinking fund payments or analogous
         payments applicable to the Securities of that series on the day on
         which such payments are due and payable in accordance with the terms of
         the Indenture and of such Securities, (B) the Company's obligations
         with respect to such Securities under Sections 304, 305, 306, 1002 and
         1003, (C) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder, including without limitation Section 607, and (D)
         this Article Four, which in each case shall survive until otherwise
         terminated or discharged hereunder) shall no longer be in effect, and
         the Trustee, at the expense of the Company, shall, upon Company
         Request, execute proper instruments acknowledging the same, provided
         that the following conditions have been satisfied:(1) the Company has
         deposited or caused to be deposited with the Trustee (or another
         corporate trustee appointed by the Company satisfying the requirements
         of Section 609 who shall have agreed to comply with the provisions of
         this Article Four applicable to it), irrevocably (irrespective of
         whether the conditions in subparagraphs (2), (3), (4), (5), (6) and (7)
         below have been satisfied, but subject to the provisions of Section
         402(c) and the last paragraph of Section 1003), as trust funds in
         trust, specifically pledged as security for, and dedicated solely to,
         the benefit of the Holders of the Securities of that series, with
         reference to this Section 403, (A) money in an amount, or (B) U.S.
         Government Obligations which through the scheduled payment of interest
         and principal in respect thereof in accordance with their terms will
         provide not later than one day before the due date of any payment
         referred to in clause (i) or (ii) of this subparagraph (1) money in an
         amount, or (C) a combination thereof, sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, and which shall be applied by the Trustee (or such other
         corporate trustee, as the case may be) to pay and discharge (i) the
         principal of (and premium, if any) and each installment of principal
         (and premium, if any) and interest, if any, on such Outstanding
         Securities on the Stated Maturity of such principal or installment of
         principal or interest, and (ii) any mandatory sinking fund payments or
         analogous payments applicable to Securities of such series on the day
         on which such payments are due and payable in accordance with the terms
         of this Indenture and of such Securities;

                  (2)      such deposit will not result in a breach or violation
         of, or constitute a default under, this Indenture or any other
         agreement or instrument to which the Company is a party or by which it
         is bound;

                  (3)      no Event of Default under Sections 501(1), 501(2) or
         501(3), or event which with the lapse of time would become an Event of
         Default under Section 501(1), with respect to Securities of that series
         shall have occurred and be continuing on the date of such deposit, and
         no Event of Default under Section 501(5) or Section 501(6) or event
         which with the giving of notice or lapse of time, or both, would become
         an Event of Default under Section 501(5) or Section 501(6) shall have
         occurred and be continuing on the 91st day after such date of deposit;



                                      -26-
<PAGE>   34

                  (4)      the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling, in any case to the
         effect that Holders of the Securities of that series will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such deposit, defeasance and discharge and will be subject to federal
         income tax on the same amounts and in the same manner and at the same
         times, as would have been the case if such deposit, defeasance and
         discharge had not occurred;

                  (5)      if the Securities of that series are then listed on
         The New York Stock Exchange, Inc., the Company shall have delivered to
         the Trustee an Opinion of Counsel to the effect that such deposit,
         defeasance and discharge will not cause such Securities to be delisted;

                  (6)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance and discharge of the
         entire indebtedness on all Outstanding Securities of any such series as
         contemplated by this Section have been complied with; and

                  (7)      if such deposit is to be made with a trustee, other
         than the Trustee, pursuant to subparagraph (1) above, such other
         trustee shall have delivered to the Trustee a certificate satisfactory
         in form to the Trustee stating that such deposit has been made in
         accordance with the provisions of this Article Four and that such other
         trustee agrees to comply with the provisions of this Article Four and
         the last paragraph of Section 1003 applicable to it, and the Trustee
         shall be fully protected in relying upon such certificate.

         In the event that any other trustee is appointed by the Company
pursuant to subparagraph (1) above, the Trustee shall have no responsibility
with respect to the performance by such other trustee of its duties or with
respect to any monies or U.S. Government Obligations deposited with such other
trustee.


SECTION 404.  REINSTATEMENT.

         If the Trustee for any series of Securities is unable to apply any of
the amounts (for purposes of this Section 404, "Amounts") described in Section
401(a)(1)(B) in accordance with the provisions of Section 401 by reason of any
legal proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities of such series appertaining
thereto shall be revived and reinstated as though no deposit had occurred
pursuant to Section 401 until such time as the Trustee for such series is
permitted to apply all such Amounts in accordance with the provisions of Section
401; provided, however, that if, due to the reinstatement of its rights or
obligations hereunder, the Company has made any payment of principal of (or
premium, if any) or interest, if any, on such Securities, the Company shall be
subrogated to the rights of the Holders of such Securities to receive payment
from such Amounts held by the Trustee for such series.




                                      -27-
<PAGE>   35

                                  ARTICLE FIVE


                                    REMEDIES


SECTION 501.  EVENTS OF DEFAULT.

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

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

                  (2)      default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity,
         whether or not such payment shall be prohibited by the provisions of
         Article Twelve hereof; or

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

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

                  (5)      the entry of a decree or order for relief in respect
         of the Company by a court having jurisdiction in the premises in an
         involuntary case under the Bankruptcy Law, as now or hereafter
         constituted, or a decree or order adjudging the Company a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company under any applicable Federal or State law, or appointing
         a receiver, liquidator, assignee, custodian, trustee, sequestrator, (or
         other similar official) of the Company or of any substantial part of
         its property, or ordering the winding up or liquidation of its affairs,
         and the


                                      -28-
<PAGE>   36

         continuance of any such decree or order unstayed and in effect for a
         period of 60 consecutive days; or

                  (6)      the commencement by the Company of a voluntary case
         under the Bankruptcy Law, as now or hereafter constituted, or the
         consent by it to the entry of an order for relief in an involuntary
         case under any such law or to the appointment of a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or other
         similar official) of the Company or of any substantial part of its
         property, or the making by it of an assignment for the benefit of its
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

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

         The term "Bankruptcy Law" as set forth above means Title 11 of the U.S.
Code or any similar Federal or State bankruptcy, insolvency or other similar law
for the relief of debtors. The term "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of and
all accrued and unpaid interest with respect to all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified portion) shall become immediately due and
payable.

         Upon payment of such amount, all obligations of the Company in respect
of the payment of principal of the Securities of such series shall terminate.

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

                  (1)      the Company has paid or deposited with the Trustee
         (and the application of which to the payment of the Securities shall
         not be prohibited by the provisions of Article Twelve) a sum sufficient
         to pay



                                      -29-
<PAGE>   37

                           (A)      all overdue interest, if any, on all
                  Securities of that series,

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

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

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

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

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


SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if

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

                  (2)      default is made in the payment of the principal of
         (or premium, if any, on) any Security of any series at the Maturity
         thereof, the Company will, upon demand of the Trustee, pay to it, for
         the benefit of the Holders of Securities of such series, the whole
         amount then due and payable on Securities of such series for principal
         (and premium, if any) and interest and, to the extent that payment of
         such interest shall be legally enforceable, interest on any overdue
         principal (and premium, if any) and on any overdue interest, at the
         rate or rates, if any, prescribed therefor in such Securities; and, in
         addition thereto, such further amount as shall be sufficient to cover
         the costs and expenses of collection, including the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect



                                      -30-
<PAGE>   38

the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Company or any other obligor upon such Securities,
wherever situated.

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


SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                  (i)      to file and prove a claim for the whole amount of
         principal (or with respect to Original Issue Discount Securities, such
         portion of the principal amount as may be specified in the terms of
         such Securities), and premium, if any, and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the Holders allowed in such judicial proceeding, and

                  (ii)     to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or other similar official in any such judicial proceeding
         is hereby authorized by each Holder to make such payments to the
         Trustee and, in the event that the Trustee shall consent to the making
         of such payments directly to the Holders, to pay to the Trustee any
         amount due it for the reasonable compensation, expenses, disbursements
         and advances of the Trustee, its agents and counsel, and any other
         amounts due the Trustee under Section 607.

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




                                      -31-
<PAGE>   39

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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


SECTION 506.  APPLICATION OF MONEY COLLECTED.

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

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

                  SECOND: To the holders of Senior Debt to the extent required
         by Article Twelve hereof;

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

                  FOURTH: The balance, if any, to the Company, its successors or
         assigns, or to whomever may be lawfully entitled to receive such
         remainder as a court of competent jurisdiction shall direct.


SECTION 507.  LIMITATION ON SUITS.

         Except as provided in Section 508, no Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                  (1)      An Event of Default shall have occurred and be
         continuing with respect to the Securities of that series and such
         Holder shall have previously given written notice thereof to the
         Trustee;



                                      -32-
<PAGE>   40

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

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

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

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series; it being understood and intended that no one or more of such
         Holders shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other Holder or to obtain or to seek to
         obtain priority or preference over any other Holder or to enforce any
         right under this Indenture, except in the manner herein provided and
         for the equal and ratable benefit of all Holders of Securities of such
         series.


SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
              INTEREST.

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


SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

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


SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein



                                      -33-
<PAGE>   41

conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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


SECTION 512.  CONTROL BY HOLDERS.

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

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture,

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

                  (3)      such direction is not unduly prejudicial to the
         rights of other Holders, and

                  (4)      such direction would not involve the Trustee in
         personal liability.


SECTION 513.  WAIVER OF PAST DEFAULTS.

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

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



                                      -34-
<PAGE>   42

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

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have waived
such default prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

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


SECTION 514.  UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees at
trial and on appeal, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefits or advantages of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to



                                      -35-
<PAGE>   43

the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


                                   ARTICLE SIX


                                   THE TRUSTEE



SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      Except during the continuance of an Event of Default,

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

                  (2)      in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificate or opinion
         which by any provision hereof is specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the face
         of the same to determine whether or not it conforms to the requirements
         of this Indenture.

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

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

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

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

                  (3)      the Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of a majority in principal
         amount of the Outstanding Securities of any series, as provided in



                                      -36-
<PAGE>   44

         Section 512, relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under this Indenture with
         respect to the Securities of such series; and

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

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


SECTION 602.  NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series, in the payment of
any sinking fund installment with respect to Securities of such series or in the
payment of the Redemption Price of any Securities as to which notice of
redemption has been given, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after notice has been given to the Company. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.


SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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



                                      -37-
<PAGE>   45

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

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

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

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

                  (f)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit and if the Trustee shall determine
         to make such further inquiry or investigation, the Trustee shall be
         entitled as reasonably required to perform its duties hereunder to
         examine the books, records and premises of the Company, personally or
         by agent or attorney;

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

                  (h)      the Trustee shall not be liable for any action taken
         or omitted by it in good faith and believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Indenture.


SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no



                                      -38-
<PAGE>   46

representations as to the validity or sufficiency of this Indenture or of the
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


SECTION 605.  MAY HOLD SECURITIES.

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


SECTION 606.  MONEY HELD IN TRUST.

         Money held by the Trustee or any Paying Agent in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be subject to any liability for interest
on any money received by it hereunder except as otherwise agreed with the
Company.


SECTION 607.  COMPENSATION AND REIMBURSEMENT.

         The Company agrees

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

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

                  (3)      to indemnify the Trustee and its agents for, and to
         hold them harmless against, any loss, liability or expense incurred
         except to the extent any such loss, liability or expense may be
         attributable to negligence or bad faith on its or their part, arising
         out of or in connection with the acceptance or administration of the
         trust or trusts hereunder, including the costs and expenses of
         defending itself or themselves against any claim or liability in
         connection with the exercise or performance of any of its or their
         powers or duties hereunder.



                                      -39-
<PAGE>   47

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


SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

         (a)      If the Trustee has or shall acquire any conflicting interest,
as defined in this Section, with respect to the Securities of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or, unless the Trustee's duty to
resign is stayed in accordance with Section 310(b) of the Trust Indenture Act of
1939, as amended, resign with respect to the Securities of that series in the
manner and with the effect hereinafter specified in this Article.

         (b)      In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section with respect to the Securities of
any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail to all Holders of Securities of that series, as
their names and addresses appear in the Security Register or as their names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a) of this Indenture, notice of such failure.

         (c)      For the purposes of this Section, the Trustee shall be deemed
to have a conflicting interest with respect to the Securities of any series if
the Securities of such series are in default (exclusive of any grace period or
notice requirement) and:

                  (1)      the Trustee is trustee under this Indenture with
         respect to the Outstanding Securities of any series other than that
         series or is trustee under another indenture under which any other
         securities, or certificates of interest or participation in any other
         securities, of the Company are outstanding, unless such other indenture
         is a collateral trust indenture under which the only collateral
         consists of Securities issued under this Indenture, provided that there
         shall be excluded from the operation of this paragraph this Indenture
         with respect to the Securities of any series other than that series or
         any indenture or indentures under which other securities, or
         certificates of interest or participation in other securities, of the
         Company are outstanding, if

                           (i)     this Indenture and such other indenture or
                  indentures are wholly unsecured and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 305(b) or Section 307(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  that series and one or more other series or the provisions of
                  such other indenture or indentures which are so likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with



                                      -40-
<PAGE>   48

                  respect to the Securities of that series and such other series
                  or under such other indenture or indentures, or

                           (ii)     the Company shall have sustained the burden
                  of proving, on application to the Commission and after
                  opportunity for hearing thereon, that trusteeship under this
                  Indenture with respect to the Securities of that series and
                  such other series or such other indenture or indentures is not
                  so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Indenture with respect to the Securities of that
                  series and such other series or under such other indenture or
                  indentures;

                  (2)      the Trustee or any of its directors or executive
         officers is an underwriter for the Company;

                  (3)      the Trustee directly or indirectly controls or is
         directly or indirectly controlled by or is under direct or indirect
         common control with an underwriter for the Company;

                  (4)      the Trustee or any of its directors or executive
         officers is a director, officer, partner, employee, appointee or
         representative of the Company, or of an underwriter (other than the
         Trustee itself) for the Company who is currently engaged in the
         business of underwriting, except that (i) one individual may be a
         director or an executive officer, or both, of the Trustee and a
         director or an executive officer, or both, of the Company but may not
         be at the same time an executive officer of both the Trustee and the
         Company; (ii) if and so long as the number of directors of the Trustee
         in office is more than nine, one additional individual may be a
         director or an executive officer, or both, of the Trustee and a
         director of the Company; and (iii) the Trustee may be designated by the
         Company or by any underwriter for the Company to act in the capacity of
         transfer agent, registrar, custodian, paying agent, fiscal agent,
         escrow agent or depositary, or in any other similar capacity, or,
         subject to the provisions of paragraph (1) of this Subsection, to act
         as trustee, whether under an indenture or otherwise;

                  (5)      10% or more of the voting securities of the Trustee
         is beneficially owned either by the Company or by any director, partner
         or executive officer thereof, or 20% or more of such voting securities
         is beneficially owned, collectively, by any two or more of such
         persons; or 10% or more of the voting securities of the Trustee is
         beneficially owned either by an underwriter for the Company or by any
         director, partner or executive officer thereof, or is beneficially
         owned, collectively, by any two or more such persons;

                  (6)      the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any



                                      -41-
<PAGE>   49

         other indenture under which the Trustee is also trustee, or (ii) 10% or
         more of any class of security of an underwriter for the Company;

                  (7)      the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 5% or more of the voting
         securities of any person who, to the knowledge of the Trustee, owns 10%
         or more of the voting securities of, or controls directly or indirectly
         or is under direct or indirect common control with, the Company;

                  (8)      the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), 10% or more of any class of
         security of any person who, to the knowledge of the Trustee, owns 50%
         or more of the voting securities of the Company;

                  (9)      the Trustee owns, on the date of default (exclusive
         of any grace period or notice requirement) upon the Securities of any
         series or any anniversary of such default while such default remains
         outstanding, in the capacity of executor, administrator, testamentary
         or inter vivos trustee, guardian, committee or conservator, or in any
         other similar capacity, an aggregate of 25% or more of the voting
         securities, or of any class of security, of any person, the beneficial
         ownership of a specified percentage of which would have constituted a
         conflicting interest under paragraph (6), (7) or (8) of this
         Subsection. As to any such securities of which the Trustee acquired
         ownership through becoming executor, administrator or testamentary
         trustee of an estate which included them, the provisions of the
         preceding sentence shall not apply, for a period of two years from the
         date of such acquisition, to the extent that such securities included
         in such estate do not exceed 25% of such voting securities or 25% of
         any such class of security. Promptly after the date of any such default
         and annually in each succeeding year that the Securities of any series
         remain in default, the Trustee shall make a check of its holdings of
         such securities in any of the above-mentioned capacities as of such
         date. If the Company fails to make payment in full of the principal of
         (or premium, if any) or interest, if any, on any of the Securities when
         and as the same becomes due and payable, and such failure continues for
         30 days thereafter, the Trustee shall make a prompt check of its
         holdings of such securities in any of the above-mentioned capacities as
         of the date of the expiration of such 30-day period, and after such
         date, notwithstanding the foregoing provisions of this paragraph, all
         such securities so held by the Trustee, with sole or joint control over
         such securities vested in it, shall, but only so long as such failure
         shall continue, be considered as though beneficially owned by the
         Trustee for the purposes of paragraphs (6), (7) and (8) of this
         Subsection; or

                  (10)     except under the circumstances described in
         paragraphs (1), (3), (4), (5) and (6) of Section 613(b) hereof, the
         Trustee shall be or shall become a creditor of the Company.



                                      -42-
<PAGE>   50

         The specification of percentages in paragraphs (5) through (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.

         For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (ii) an obligation shall be deemed to be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (C) any security
which it holds as agent for collection, or as custodian, escrow agent or
depositary, or in any similar representative capacity.

         (d)      For the purposes of this Section:

                  (1)      The term "underwriter," when used with reference to
         the Company, means every person who, within one year prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of any security of the Company outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2)      The term "director" means any director of a
         corporation or any individual performing similar functions with respect
         to any organization, whether incorporated or unincorporated.

                  (3)      The term "person" means an individual, a corporation,
         a partnership, an association, a joint-stock company, a trust, an
         unincorporated organization or a government or political subdivision
         thereof. As used in this paragraph, the term "trust" shall include only
         a trust where the interest or interests of the beneficiary or
         beneficiaries are evidenced by a security.

                  (4)      The term "voting security" means any security
         presently entitling the owner or holder thereof to vote in the
         direction or management of the affairs of a person, or any security
         issued under or pursuant to any trust, agreement or arrangement whereby



                                      -43-
<PAGE>   51

         a trustee or trustees or agent or agents for the owner or holder of
         such security are presently entitled to vote in the direction or
         management of the affairs of a person.

                  (5)      The term "Company" means any obligor upon the
         Securities.

                  (6)      The term "executive officer" means the president,
         every vice president, every trust officer, the cashier, the secretary
         and the treasurer of a corporation, and any individual customarily
         performing similar functions with respect to any organization whether
         incorporated or unincorporated, but shall not include the chairman of
         the board of directors.

         (e)      The percentages of voting securities and other securities
specified in this Section shall be calculated in accordance with the following
provisions:

                  (1)      A specified percentage of the voting securities of
         the Trustee, the Company or any other person referred to in this
         Section (each of whom is referred to as a "person" in this paragraph)
         means such amount of the outstanding voting securities of such person
         as entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person.

                  (2)      A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3)      The term "amount," when used in regard to securities,
         means the principal amount if relating to evidences of indebtedness,
         the number of shares if relating to capital shares and the number of
         units if relating to any other kind of security.

                  (4)      The term "outstanding" means issued and not held by
         or for the account of the issuer. The following securities shall not be
         deemed outstanding within the meaning of this definition:

                           (i)      securities of an issuer held in a sinking
                  fund relating to securities of the issuer of the same class;

                           (ii)     securities of an issuer held in a sinking
                  fund relating to another class of securities of the issuer, if
                  the obligation evidenced by such other class of securities is
                  not in default as to principal or interest or otherwise;

                           (iii)    securities pledged by the issuer thereof as
                  security for an obligation of the issuer not in default as to
                  principal or interest or otherwise; and

                           (iv)     securities held in escrow if placed in
                  escrow by the issuer thereof; provided, however, that any
                  voting securities of an issuer shall be deemed



                                      -44-
<PAGE>   52

                  outstanding if any person other than the issuer is entitled to
                  exercise the voting rights thereof.

                  (5)      A security shall be deemed to be of the same class as
         another security if both securities confer upon the holder or holders
         thereof substantially the same rights and privileges; provided,
         however, that, in the case of secured evidences of indebtedness, all of
         which are issued under a single indenture, differences in the interest
         rates or maturity dates of various series thereof shall not be deemed
         sufficient to constitute such series different classes; and provided,
         further, that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.


SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal, State
or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. No obligor
upon the Securities of any series or any person directly or indirectly
controlling, controlled by, or under common control with such obligor shall
serve as Trustee.


SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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



                                      -45-
<PAGE>   53
         (c)      The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d)      If at any time the Trustee shall fail to comply with Section
608(a) after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, the Company by a
Board Resolution may remove the Trustee with respect to the Securities of such
series or, subject to Section 514, any Holder who has been a bona fide Holder of
a Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to the Securities of such series and the
appointment of a successor Trustee.

         (e)      If at any time:

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

                  (2)      the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the
         Trustee or of its property shall be appointed or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation or
         liquidation, then, in any such case, (i) the Company by a Board
         Resolution may remove the Trustee with respect to all Securities, or
         (ii) subject to Section 514, any holder who has been a bona fide
         Holder of a Security for at least six months may, on behalf of
         himself and all others similarly situated, petition any court of
         competent jurisdiction for the removal of the Trustee with respect to
         all Securities and the appointment of a successor Trustee or Trustees.

         (f)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution or Officers' Certificate, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such series. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of the
Securities of such






                                      -46-
<PAGE>   54

series and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

         (g)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.


SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a)      In case of the appointment hereunder of a successor Trustee
with respect to all series of Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

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







                                      -47-
<PAGE>   55

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, upon payment
of its charges, duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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


SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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


SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         (a)      Subject to Subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
Subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities, as defined in
Subsection (c) of this Section:

                  (1)      an amount equal to any and all reductions in the
         amount due and owing upon any claim as such creditor in respect of
         principal or interest, effected after the beginning of such four month
         period and valid as against the Company and its other creditors, except
         any such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this Subsection, or from the
         exercise of any right






                                      -48-
<PAGE>   56

         of set-off which the Trustee could have exercised if a petition in
         bankruptcy had been filed by or against the Company upon the date of
         such default; and

                  (2)      all property received by the Trustee in respect of
         any claims as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such four month period, or an amount equal to the proceeds of any
         such property, if disposed of, subject, however, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

                  (A)      to retain for its own account (i) payments made on
         account of any such claim by any Person (other than the Company) who is
         liable thereon, and (ii) the proceeds of the bona fide sale of any such
         claim by the Trustee to a third Person, and (iii) distributions made in
         cash, securities or other property in respect of claims filed against
         the Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Code or applicable
         State law;

                  (B)      to realize, for its own account, upon any property
         held by it as security for any such claim, if such property was so held
         prior to the beginning of such four month period;

                  (C)      to realize, for its own account, but only to the
         extent of the claim hereinafter mentioned, upon any property held by it
         as security for any such claim, if such claim was created after the
         beginning of such four month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in Subsection (c) of this Section, would
         occur within four months; or

                  (D)      to receive payment on any claim referred to in
         paragraph (B) or (C), against the release of any property held as
         security for such claim as provided in paragraph (B) or (C), as the
         case may be, to the extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four month period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders






                                      -49-
<PAGE>   57

of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company of the funds and property in
such special account and before crediting to the respective claims of the
Trustee and the Holders and the holders of other indenture securities dividends
on claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceeding for reorganization is
pending shall have jurisdiction (i) to apportion among the Trustee, the Holders
of the Securities and the holders of other indenture securities, in accordance
with the provisions of this paragraph, the funds and property held in such
special account and proceeds thereof, or (ii) in lieu of such apportionment, in
whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and
the Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such claims,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

         Any Trustee which has resigned or been removed after the beginning of
such three month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

                  (i)      the receipt of property or reduction of claim, which
         would have given rise to the obligation to account, if such Trustee had
         continued as Trustee, occurred after the beginning of such four month
         period; and

                  (ii)     such receipt of property or reduction of claim
         occurred within four months after such resignation or removal.

         (b)      There shall be excluded from the operation of Subsection (a)
of this Section a creditor relationship arising from:





                                      -50-
<PAGE>   58


                  (1)      the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                  (2)      advances authorized by a receivership or bankruptcy
         court of competent jurisdiction or by this Indenture, for the purpose
         of preserving any property which shall at any time be subject to the
         lien of this Indenture or of discharging tax liens or other prior liens
         or encumbrances thereon, if notice of such advances and of the
         circumstances surrounding the making thereof is given to the Holders at
         the time and in the manner provided in this Indenture;

                  (3)      disbursements made in the ordinary course of
         business in the capacity of trustee under an indenture, transfer
         agent, registrar, custodian, escrow agent, paying agent, fiscal agent
         or depositary, or other similar capacity;

                  (4)      an indebtedness created as a result of services
         rendered or premises rented; or an indebtedness created as a result of
         goods or securities sold in a cash transaction, as defined in
         Subsection (c) of this Section;

                  (5)      the ownership of stock or of other securities of a
         corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; and

                  (6)      the acquisition, ownership, acceptance or
         negotiation of any drafts, bills of exchange, acceptances or
         obligations which fall within the classification of self-liquidating
         paper, as defined in Subsection (c) of this Section.

         (c)      For the purposes of this Section only:

                  (1)      the term "default" means any failure to make payment
         in full of the principal of (or premium, if any) or interest, if any,
         on any of the Securities or upon the other indenture securities when
         and as such principal (or premium, if any) or interest, if any,
         becomes due and payable;

                  (2)      the term "other indenture securities" means
         securities upon which the Company is an obligor outstanding under any
         other indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section, and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in the special account
         provided for in this Section;

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





                                      -51-
<PAGE>   59



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

                  (5)      the term "Company" means any obligor upon the
         Securities;

                  (6)      the term "Federal Bankruptcy Code" means Title 11 of
         the United States Code; and

                  (7)      for the purposes of this Section 613 only, the term
         "Securities" shall mean the securities of the series for which the
         Trustee is acting as trustee thereunder.


SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate and deliver Securities of such series with
respect to which it has been so designated, and Securities so authenticated and
delivered shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication or
the delivery of Securities to the Trustee for authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent and delivery of Securities to
the Authenticating Agent for authentication in place of the Trustee as the case
may be. Each Authenticating Agent shall be acceptable to the Company and shall
at all times be a bank or trust company or corporation organized and doing
business and in good standing under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act
as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal, State or
District of Columbia authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.





                                      -52-
<PAGE>   60

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

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

         The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, in accordance with
the provisions of Section 607. An Authenticating Agent will have all the same
rights to indemnification as are provided to the Trustee under this Article Six.

         Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:





                                      -53-
<PAGE>   61

         This is one of the Securities of the series designated therein issued
under the within-mentioned Indenture.

                                       SunTrust Bank,
                                         as Trustee



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



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



                                  ARTICLE SEVEN


                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee with
respect to the Securities of each series (a) semi-annually, either (i) not later
than June 30 and December 31 in each year in the case of Original Issue Discount
Securities which by their terms bear interest only after Maturity, or (ii) not
later than 15 days after each Regular Record Date in the case of Securities of
any other series, if and so long as Securities of such series are Outstanding,
and (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of such request, a list in such form as the
Trustee may reasonably require containing all the information in the possession
or control of the Company, or any of its Paying Agents other than the Trustee,
as to the names and addresses of the Holders obtained since the date as of which
the next previous list, if any, was furnished; provided, however, that any such
list may exclude names and addresses received by the Trustee in its capacity as
Security Registrar if it shall be so acting. Any such list may be dated as of a
date not more than 15 days prior to the time such information is furnished or
caused to be furnished and need not include information received after such
date.


SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent lists furnished to the Trustee as






                                      -54-
<PAGE>   62

provided in Section 701 and the names and addresses of Holders for each series
of Securities received by the Trustee in its capacity as Security Registrar or
Paying Agent, if so acting.

         The Trustee may (i) destroy any list furnished to it as provided in
Section 701 upon receipt of a new complete list so furnished, (ii) destroy any
information received by it as Paying Agent or Security Registrar (if so acting)
hereunder upon delivering to itself as Trustee, not earlier than 45 days after
June 30 and December 31 of each year, a list containing the names and addresses
of the Holders obtained from such information since the delivery of the next
previous list, if any, and (iii) destroy any list delivered to itself as Trustee
which was compiled from information received by it as Paying Agent or Security
Registrar (if so acting) hereunder upon the receipt of a new complete list so
delivered.


         (b)      If three or more Holders of Securities of any series (herein
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Security of such
series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other Holders of Securities of such series or with Holders of
all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either

                           (i)      afford such applicants access to the
                  information preserved at the time by the Trustee in
                  accordance with Section 702(a), or

                           (ii)     inform such applicants as to the approximate
                  number of Holders of Securities of such series or all
                  Securities as the case may be whose names and addresses appear
                  in the information preserved at the time by the Trustee in
                  accordance with Section 702(a), and as to the approximate cost
                  of mailing to such Holders the form of proxy or other
                  communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall upon the written request of such applicants mail
to each Holder of Securities of such series or all Securities as the case may be
whose name and address appear in the information preserved at the time by the
Trustee in accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders of Securities of
such series or all Securities as the case may be or would be in violation of
applicable law. Such written statement






                                      -55-
<PAGE>   63

shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

         (c)      Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any Paying Agent nor the Security Registrar nor any agent of any of them
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of holders in accordance with Section 702(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 702(b).


SECTION 703.  REPORTS BY TRUSTEE.

         (a)      Within 60 days after May 15 of each year commencing with the
May 15 following the date of this Indenture, if and so long as any Securities
are Outstanding hereunder, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a brief report dated
as of such May 15 that complies with Trust Indenture Act Section 313(a), if and
to the extent that a report is so required by that section. The Trustee shall
also comply with Trust Indenture Act Section 313(b).

         (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each securities exchange,
if any, upon which any Securities of any series are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities
are listed on any securities exchange.


SECTION 704.  REPORTS BY COMPANY.

         The Company shall:

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




                                      -56-
<PAGE>   64

                  Commission, in accordance with rules and regulations
                  prescribed from time to time by the Commission, such of the
                  supplementary and periodic information, documents and reports
                  which may be required pursuant to Section 13 of the
                  Securities Exchange Act of l934 in respect of a security
                  listed and registered on a national securities exchange as
                  may be prescribed from time to time in such rules and
                  regulations;

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

                           (3)      transmit by mail to all Holders, as their
                  names and addresses appear in the Security Register, within
                  30 days after the filing thereof with the Trustee, such
                  summaries of any information, documents and reports required
                  to be filed by the Company pursuant to paragraphs (1) and
                  (2) of this Section as may be required by rules and
                  regulations prescribed from time to time by the Commission;
                  and

                           (4)      furnish to the Trustee, at least annually, a
                  brief certificate from the principal executive officer,
                  principal financial officer or principal accounting officer as
                  to his or her knowledge of the Company's compliance with all
                  conditions and covenants under this Indenture, such compliance
                  to be determined without regard to any grace periods or notice
                  requirements.


                                  ARTICLE EIGHT


              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person (other than a transfer of properties and assets to
one or more wholly-owned subsidiaries of the Company), and the Company shall not
permit any Person to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless:

                           (1)      in case the Company shall consolidate with
                  or merge into another corporation or convey, transfer or lease
                  its properties and assets substantially as an entirety to any
                  Person (other than a transfer of properties and assets to one
                  or more wholly-owned subsidiaries of the Company), the
                  corporation formed by





                                      -57-
<PAGE>   65

                  such consolidation or into which the Company is merged or the
                  Person which acquires by conveyance or transfer, or which
                  leases, the properties and assets of the Company
                  substantially as an entirety shall be a corporation
                  organized and existing under the laws of the United States
                  of America, any State thereof or the District of Columbia
                  and shall expressly assume, by an indenture supplemental
                  hereto, executed and delivered to the Trustee, in form
                  satisfactory to the Trustee, the due and punctual payment of
                  the principal of (and premium, if any) and interest on all
                  the Securities and the performance of every covenant of this
                  Indenture on the part of the Company to be performed or
                  observed;

                           (2)      immediately after giving effect to such
                  transaction and treating any indebtedness which becomes an
                  obligation of the Company or a Subsidiary as a result of such
                  transaction as having been incurred by the Company or such
                  Subsidiary at the time of such transaction, no Event of
                  Default, and no event which, after notice or lapse of time or
                  both, would become an Event of Default, shall have occurred
                  and be continuing; and

                           (3)      in case the Company shall consolidate with
                  or merge into any other corporation or convey, transfer or
                  lease its properties and assets substantially as an entirety
                  to any Person (other than a transfer of properties and assets
                  to one or more wholly-owned subsidiaries of the Company), the
                  Company has delivered to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that such
                  consolidation, merger, conveyance, transfer or lease and such
                  supplemental indenture comply with this Article and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with.


SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.

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





                                      -58-
<PAGE>   66


                                  ARTICLE NINE


                             SUPPLEMENTAL INDENTURES


SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holder, the Company, when authorized by a
Board Resolution or Officers' Certificate, 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 of the Company for
                  the benefit of the Holders of all or any series of Securities
                  (and if such covenants are to be for the benefit of less than
                  all series of Securities, stating that such covenants are
                  expressly being included solely for the benefit of such
                  series) or to surrender any right or power herein conferred
                  upon the Company; provided, however, that in respect of any
                  such additional covenant, such supplemental indenture may
                  provide for a particular period of grace after default in the
                  performance of such covenant (which period may be shorter or
                  longer than that allowed in the case of other defaults) or may
                  provide for an immediate enforcement upon such default or may
                  limit the remedies available to the Trustee upon such default;
                  or

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

                           (4)      to add to or change or eliminate any of the
                  provisions of this Indenture to such extent as shall be
                  necessary to permit or facilitate the issuance of Securities
                  in bearer form, registrable or not registrable as to
                  principal, and with or without interest coupons; or

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

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

                           (7)      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






                                      -59-
<PAGE>   67

                  provide for or facilitate the administration of the trusts
                  hereunder by more than one Trustee, pursuant to the
                  requirements of Section 611(b); or

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


SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series (each such series
voting as a separate class) affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution or Officers' Certificate, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such 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 of or interest on, any
                  Security, or reduce the principal amount thereof or the rate
                  of interest thereon or any premium payable upon the redemption
                  thereof, or modify the manner of determination of the rate of
                  interest thereon so as to affect adversely the interest of
                  such Holder or reduce the amount of the principal of an
                  Original Issue Discount Security that would be due and
                  payable upon a declaration of acceleration of the Maturity
                  thereof pursuant to Section 502, or change any Place of
                  Payment where, or the coin or currency in which, any
                  Security or any premium or the interest thereon is payable,
                  or impair the right to institute suit for the enforcement of
                  any such payment on or after the Stated Maturity thereof (or,
                  in the case of redemption, on or after the Redemption Date),
                  or

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

                           (3)      modify any of the provisions of this
                  Section or Section 513, except to increase any such
                  percentage or to provide that certain other provisions of
                  this Indenture cannot be modified or waived without the
                  consent of the Holder of each






                                      -60-
<PAGE>   68

                  Outstanding Security affected thereby, provided, however,
                  that this clause shall not be deemed to require the consent of
                  any Holder with respect to changes in the references to the
                  "Trustee" and concomitant changes in this Section, or the
                  deletion of this proviso, in accordance with the requirements
                  of Sections 611(b) and 901(7), or

                           (4)      make any change in Article Twelve that
                  adversely affects the rights of any Holder.

         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 any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.


SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that such supplemental indenture,
when executed and delivered by the Company, will constitute a valid and binding
obligation of the Company in accordance with its terms. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.


SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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


SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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






                                      -61-
<PAGE>   69

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURE.

         Promptly after the execution by the Company and the appropriate Trustee
of any supplemental indenture pursuant to Section 902, the Company shall
transmit, in the manner and to the extent provided in Section 106, to all
Holders of any series of the Securities affected by the terms and provisions of
such supplemental indenture, notice setting forth in general terms the substance
of such supplemental indenture.


                                   ARTICLE TEN


                                    COVENANTS


SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees that it will duly and punctually pay
the principal of (and premium, if any) and interest, if any, on the Securities
of each series in accordance with the terms of the Securities of such series and
this Indenture.


SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

         The Company will cause to be maintained in each Place of Payment for
any series of Securities an office or agency where Securities of that series may
be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. With respect to the Securities of any series, such office or agency and
each Place of Payment shall be as specified as contemplated in Section 301. If
at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.






                                      -62-
<PAGE>   70

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment 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 office
or agency.


SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

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

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

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

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





                                      -63-
<PAGE>   71


         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to he held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money. Upon the satisfaction and discharge of the indebtedness in respect
of all Outstanding Securities of any series, all sums then held by any Paying
Agent (other than the Trustee) in respect thereof shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such money.

         The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or securities held by them at any time in excess of
amounts necessary to satisfy amounts payable to the Holders, the Trustee and the
Paying Agent.

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


SECTION 1004.  CORPORATE EXISTENCE.

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






                                      -64-
<PAGE>   72

longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.


SECTION 1005.  STATEMENT AS TO COMPLIANCE.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate (which need not comply with Section 102), stating as to each signer
thereof that

                          (1)       a review of the activities of the Company
                  during such year and of performance under this Indenture
                  has been made under his supervision, and

                          (2)       as of the end of such year and at the date
                  of the Officers' Certificate to the best of his knowledge,
                  based on such review, (a) the Company is not in default in the
                  fulfillment of any of its obligations under this Indenture, or
                  specifying each such default known to him and the nature and
                  status thereof and (b) no event has occurred and is continuing
                  which is or after notice or lapse of time or both would become
                  an Event of Default, or, if such an event has occurred and is
                  continuing, specifying each such event known to him and the
                  nature and status thereof.


                                 ARTICLE ELEVEN


                            REDEMPTION OF SECURITIES


SECTION 1101.  APPLICABILITY OF ARTICLE.

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


SECTION 1102.  ELECTION TO REDEEM; NOTICE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or an Officers' Certificate. In case of any redemption at
the election of the Company of less than all the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice, but not less than 30 days, shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities 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
Officers' Certificate evidencing compliance with such restriction.





                                      -65-
<PAGE>   73


SECTION 1103.  SELECTION OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected by the Trustee not more
than 60 days prior to the Redemption Date, from the Outstanding Securities of
such series not previously called for redemption, by lot or such other method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. In any case
where Securities of such series are registered in the same name, the Trustee in
its discretion may treat the aggregate principal amount so registered as if it
were represented by one Security of such series. If the Securities of any series
to be redeemed consist of Securities having different Stated Maturities or
different rates of interest (or methods of computing interest), then the Company
may, by written notice to the Trustee, direct that the Securities of such series
to be redeemed shall be selected from among groups of such Securities having
specified Stated Maturities or rates of interest (or methods or computing
interest) and the Trustee shall thereafter select the particular Securities to
be redeemed in the manner set forth above from among the groups of such
Securities so specified.

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

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


SECTION 1104.  NOTICE OF REDEMPTION.

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

         All notices of redemption shall state;

                           (1)      the Redemption Date,

                           (2)      the Redemption Price,

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




                                      -66-
<PAGE>   74


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

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

                           (6)      the place of places where such Securities
                  are to be surrendered for payment of the Redemption Price, and

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

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


SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

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


SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest 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 Date according to their terms and the provisions of
Section 307.

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





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SECTION 1107.  SECURITIES REDEEMED IN PART.

         Any security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series of like tenor and form,
of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.


                                 ARTICLE TWELVE


                           SUBORDINATION OF SECURITIES


SECTION 1201.  AGREEMENT TO SUBORDINATE.

         The Company agrees, and each Holder by accepting a Security agrees,
that the indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and the manner provided in this Article, to the prior
payment in full of all Senior Debt, and that the subordination is for the
benefit of the holders of Senior Debt. Money and securities held in trust
pursuant to Article Four are not subject to the provisions of this Article
Twelve.


SECTION 1202.  CERTAIN DEFINITIONS.

         "Representative" means the indenture trustee or other trustee, agent or
representative for an issue of Senior Debt.

         "Senior Debt" means the principal and unpaid interest on (1) all
indebtedness of the Company (other than the Securities), whether outstanding on
the date of execution of this Indenture or thereafter created, incurred or
assumed, which is (a) for money borrowed, (b) evidenced by a note or similar
instrument given in connection with the acquisition of any business, properties
or assets, including securities, (c) evidenced by notes, debentures, bonds or
other instruments of indebtedness for the payment of which the Company is
responsible or liable, by guarantees or otherwise, whether outstanding on the
date of execution of the Indenture or thereafter created, incurred or assumed,
(d) with respect to an obligation under a swap agreement to exchange payments of
a differing rate or rates or in differing currency or currencies, or (e) with
respect to any other obligation of the Company which by agreement of the Company
with or for the benefit of the holder of such obligation is expressly made
superior in right of payment to the Securities, and (2) amendments, renewals,
modifications, extensions and refundings of any such indebtedness, liabilities,
obligations or guarantees; unless in any instrument or instruments evidencing or
securing the same or pursuant to which the same is outstanding, or in any such







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<PAGE>   76

amendment, renewal, extension or refunding, it is provided that such
indebtedness, liabilities, obligations or guarantees are not superior in right
of payment to the Securities or that such indebtedness, liabilities, obligations
or guarantees are pari passu with or junior in right of payment to the
Securities. Notwithstanding the foregoing, Senior Debt shall not be deemed to
include: (1) the 10 5/8% Senior Subordinated Notes issued pursuant to an
indenture by and between the Company and The First National Bank of Maryland,
dated as of December 1, 1987; (2) any indebtedness, liability or obligation of
the Company to any Subsidiary or Affiliate of the Company or any Subsidiary; or
(3) any indebtedness, liability, guaranty or obligation of the Company which
provides by its terms that such indebtedness, liability, guaranty or obligation
is subordinated in right of payment to any other indebtedness, liability,
guaranty or obligation of the Company. The Securities shall rank pari passu with
respect to the Company's 10 5/8% Senior Subordinated Notes referred to above.


SECTION 1203.  LIQUIDATION, DISSOLUTION, BANKRUPTCY.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property:

                           (1)      holders of indebtedness constituting Senior
                  Debt shall be entitled to receive payment in full of the
                  principal and interest (including interest accruing after the
                  commencement of any such proceeding to the extent permitted in
                  any such proceeding) to the date of payment on such
                  indebtedness, and the holders of other liabilities or
                  obligations constituting Senior Debt shall be entitled to
                  receive the amount of such liability or obligation in
                  accordance with the terms thereof, before Holders of
                  Securities shall be entitled to receive any payment of
                   principal or interest on the Securities; and

                           (2)      until the Senior Debt is paid in full, any
                  distribution to which Holders of Securities would be entitled
                  but for this Article shall be made to holders of Senior Debt
                  as their interests may appear, except that Holders of
                  Securities may receive securities that are subordinated to
                  Senior Debt to at least the same extent as the Securities.

         A distribution may consist of cash, securities, or other property.


SECTION 1204.  DEFAULT ON SENIOR DEBT.

         The Company may not pay principal or interest on the Securities and may
not acquire any Securities for cash or property other than capital stock of the
Company or securities that are subordinated to Senior Debt to at least the same
extent as the Securities if:






                                      -69-
<PAGE>   77

                           (1)      any principal of any Senior Debt is not
                  paid when due or any other default on Senior Debt occurs and
                  is continuing that permits the holders of such Senior Debt to
                  accelerate its maturity, and

                           (2)      that payment or nonpayment or default is the
                  subject of judicial proceedings or the Company receives a
                  notice of the default from a person who may give it pursuant
                  to Section 1212. If the Company receives any such notice, a
                  similar notice received within nine months thereafter relating
                  to the same issue of Senior Debt shall not be effective for
                  purposes of this Section 1204.

         The Company may resume payments on the Securities and may acquire them
when:

                           (1)      the default is cured or waived, or

                           (2)      120 days pass after the notice is given if
                  the default is not the subject of judicial proceedings, if
                  this Article otherwise permits the payment or acquisition at
                  that time.

         Notwithstanding the foregoing, nothing shall prevent (a) any payment by
the Trustee to Holders of amounts deposited with it pursuant to Article Four or
(b) any payment to Holders otherwise permitted by Section 1212.


SECTION 1205.  ACCELERATION OF SECURITIES.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.


SECTION 1206.  WHEN DISTRIBUTION MUST BE PAID OVER.

         If a distribution is made to Holders of Securities that because of this
Article should not have been made to them, the Holders of Securities who receive
the distribution shall hold it in trust for holders of Senior Debt and pay it
over to them as their interests may appear.


SECTION 1207.  NOTICE BY COMPANY.

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of principal or
interest on the Securities to violate this Article.


SECTION 1208.  SUBROGATION.

         After all Senior Debt is paid in full and until the Securities are paid
in full, Holders shall be subrogated to the rights of holders of Senior Debt to
receive distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the







                                      -70-
<PAGE>   78

payment of Senior Debt. A distribution made under this Article to holders of
Senior Debt which otherwise would have been made to Holders is not, as between
the Company and Holders, a payment by the Company on Senior Debt.


SECTION 1209.  RELATIVE RIGHTS.

         This Article defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

                           (1)      impair, as between the Company and Holders,
                  the obligation of the Company, which is absolute and
                  unconditional, to pay principal and interest on the Securities
                  in accordance with their terms;

                           (2)      affect the relative rights of Holders and
                  creditors of the Company other than holders of Senior Debt; or

                           (3)      prevent the Trustee or any Holder from
                  exercising its available remedies upon a default or Event of
                  Default, subject to the rights of holders of Senior Debt to
                   receive distributions otherwise payable to Holders.

         If the Company fails because of this Article to pay principal or
interest on a Security on the due date, the failure is still a default or Event
of Default.


SECTION 1210.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

         No right of any holder of Senior Debt to enforce the subordination of
the indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.


SECTION 1211.  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.


SECTION 1212.  RIGHTS OF TRUSTEE AND PAYING AGENT.

         The Trustee or Paying Agent may continue to make payments on the
Securities until it receives notice satisfactory to it that payments may not be
made under this Article. Only the Company, a Representative or a holder of
Senior Debt that has no Representative may give the notice.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a person representing himself to be a holder of Senior Debt
(or a Representative on behalf of such holder) to establish that such notice has
been given by a holder of Senior Debt or a Representative on






                                      -71-
<PAGE>   79

behalf of any such holder. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
who is a holder of Senior Debt to participate in any payment or distribution
pursuant to this Article, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such person, the extent to which such person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such person under this Article, and if such evidence is not furnished
the Trustee may defer any payment to such person pending judicial determination
as to the right of such person to receive such payment or until such time as the
Trustee shall be otherwise satisfied as to the right of such person to receive
such payment.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. The Registrar
and co-registrar and the Paying Agent may do the same with like rights.

         If there occurs an event referred to in Section 1203 or 1204, the
Company shall promptly give to the Trustee an Officers' Certificate (on which
the Trustee may conclusively rely) identifying all holders of Senior Debt and
the principal amount of Senior Debt then outstanding held by each such holder
and stating the reasons why such Officers' Certificate is being delivered to the
Trustee.

                                      * * *

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






                                      -72-
<PAGE>   80




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

                                          THE RYLAND GROUP, INC.


(SEAL)                                    By /s/ GORDON A. MILNE
Assest:                                     ----------------------------------
                                            [NAME] Gordon A. Milne
                                            [TITLE] Senior Vice President and
                                                    Chief Financial Officer


By /s/ TIMOTHY J. GECKLE
  --------------------------
  [NAME] Timothy J. Geckle
  [TITLE] Senior Vice President,
          General Counsel and Secretary



                                          SUNTRUST BANK
                                            as TRUSTEE


(SEAL)
                                          By /s/ B.A. DONALDSON
                                            ----------------------------------
                                            [NAME] B.A. Donaldson
                                            [TITLE] Vice President

Attest:


By /s/ OLGA G. WARREN
  -----------------------------
  [NAME] Olga G. Warren
  [TITLE] Vice President






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