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                                                                     EXHIBIT 4.4











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                             EMMIS OPERATING COMPANY


                                       AND


                THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK

                                     TRUSTEE


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


                       FORM OF SUBORDINATED DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_









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                             EMMIS OPERATING COMPANY

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_

            TRUST INDENTURE ACT SECTION         INDENTURE SECTION
                   310(a)(1)                          6 09
                      (a)(2)                          6.09
                      (a)(3)                          Not Applicable
                      (a)(4)                          Not Applicable
                         (b)                          6.08, 6.10
                      311(a)                          6.13
                         (b)                          6.13
                      (b)(2)                          7.03(a), 7.03(b)
                      312(a)                          7.01, 7.02(a)
                         (b)                          7.02(b)
                         (c)                          7.02(c)
                      313(a)                          7.03(a)
                         (b)                          7.03(a)
                         (c)                          7.03(a), 7.03(b)
                         (d)                          7.03(b)
                      314(a)                          7.04
                         (b)                          Not Applicable
                      (c)(1)                          1.02
                      (c)(2)                          1.02
                      (c)(3)                          Not Applicable
                         (d)                          Not Applicable
                         (e)                          1.02
                      315(a)                          6.01(a)
                         (b)                          6.02, 7.03(a)
                         (c)                          6.01(b)
                         (d)                          6.01(c)
                      (d)(1)                          6.01(a), 6.01(c)
                      (d)(2)                          6.01(c)
                      (d)(3)                          6.01(c)
                         (e)                          5.14
                316(a)(1)(A)                          5.12
                   (a)(1)(B)                          5.02, 5.13
                      (a)(2)                          Not Applicable
                         (b)                          5.08
                         (c)                          1.04(e)
                   317(a)(1)                          5.03
                      (a)(2)                          5.04
                         (b)                          10.05
                      318(a)                          1.07





                                       i
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE 1 Definitions and Other Provisions of General Application..............1

     Section 1.01     Definitions..............................................1
     Section 1.02     Compliance Certificates and Opinions.....................9
     Section 1.03     Form of Documents Delivered to Trustee...................9
     Section 1.04     Acts of Holders.........................................10
     Section 1.05     Notices, Etc., to Trustee and Company...................12
     Section 1.06     Notice to Holders; Waiver...............................12
     Section 1.07     Conflict with Trust Indenture Act.......................13
     Section 1.08     Effect of Headings and Table of Contents................13
     Section 1.09     Successors and Assigns..................................13
     Section 1.10     Separability Clause.....................................13
     Section 1.11     Benefits of Indenture...................................13
     Section 1.12     Governing Law...........................................13
     Section 1.13     Legal Holidays..........................................13
     Section 1.14     No Recourse Against Others..............................14
     Section 1.15     Judgment Currency.......................................14
     Section 1.16     Counterparts............................................14

ARTICLE 2 Security Forms......................................................14

     Section 2.01     Forms Generally.........................................14
     Section 2.02     Form of Face of Security................................15
     Section 2.03     Form of Reverse of Security.............................17
     Section 2.04     Form of Trustee's Certificate of Authentication.........24
     Section 2.05     Securities in Global Form...............................24
     Section 2.06     Form of Legend for the Securities in Global Form........25

ARTICLE 3 The Securities......................................................25

     Section 3.01     Amount Unlimited; Issuable in Series....................25
     Section 3.02     Denominations...........................................28
     Section 3.03     Execution, Authentication, Delivery and Dating..........28
     Section 3.04     Temporary Securities....................................30
     Section 3.05     Registration, Registration of Transfer and Exchange.....31
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities........33
     Section 3.07     Payment of Interest; Interest Rights Preserved..........34
     Section 3.08     Persons Deemed Owners...................................35
     Section 3.09     Cancellation............................................36
     Section 3.10     Computation of Interest.................................36
     Section 3.11     CUSIP Number............................................36
     Section 3.12     Wire Transfers..........................................36


                                       ii
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                                                                            Page
                                                                            ----
ARTICLE 4 Satisfaction and Discharge..........................................37

     Section 4.01     Satisfaction and Discharge of Indenture.................37
     Section 4.02     Application of Trust Money..............................38
     Section 4.03     Application to a Specific Series of Securities..........38

ARTICLE 5 Remedies............................................................38

     Section 5.01     Events of Default.......................................38
     Section 5.02     Acceleration of Maturity; Rescission and Annulment......40
     Section 5.03     Collection of Indebtedness and Suits for
                      Enforcement by Trustee..................................41
     Section 5.04     Trustee May File Proofs of Claim........................42
     Section 5.05     Trustee May Enforce Claims Without Possession
                      of Securities...........................................42
     Section 5.06     Application of Money Collected..........................43
     Section 5.07     Limitation on Suits.....................................43
     Section 5.08     Unconditional Right of Holders to Receive
                      Principal, Premium and
                      Interest................................................44
     Section 5.09     Restoration of Rights and Remedies......................44
     Section 5.10     Rights and Remedies Cumulative..........................44
     Section 5.11     Delay or Omission Not Waiver............................44
     Section 5.12     Control by Holders......................................45
     Section 5.13     Waiver of Past Defaults.................................45
     Section 5.14     Undertaking for Costs...................................45

ARTICLE 6 The Trustee.........................................................46

     Section 6.01     Certain Duties and Responsibilities of the Trustee......46
     Section 6.02     Notice of Defaults......................................46
     Section 6.03     Certain Rights of Trustee...............................46
     Section 6.04     Not Responsible for Recitals or
                      Issuance of Securities..................................47
     Section 6.05     May Hold Securities.....................................48
     Section 6.06     Money Held in Trust.....................................48
     Section 6.07     Compensation and Reimbursement..........................48
     Section 6.08     Disqualification; Conflicting Interests.................49
     Section 6.09     Corporate Trustee Required; Eligibility.................49
     Section 6.10     Resignation and Removal; Appointment of Successor.......49
     Section 6.11     Acceptance of Appointment by Successor..................51
     Section 6.12     Merger, Conversion, Consolidation or
                      Succession to Business..................................52
     Section 6.13     Preferential Collection of Claims Against Company.......52
     Section 6.14     Appointment of Authenticating Agent.....................52
     Section 6.15     Compliance with Tax Laws................................54


                                       iii
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                                                                            Page
                                                                            ----
ARTICLE 7 Holders' Lists and Reports by Trustee and Company...................54

     Section 7.01     Company to Furnish Trustee Names
                      and Addresses of Holders................................54
     Section 7.02     Preservation of Information;
                      Communications to Holders...............................54
     Section 7.03     Reports by Trustee......................................56
     Section 7.04     Reports by Company......................................56

ARTICLE 8 Consolidation, Merger, Lease, Sale or Transfer......................57

     Section 8.01     When Company May Merge, Etc.............................57
     Section 8.02     Opinion of Counsel......................................57
     Section 8.03     Successor Corporation Substituted.......................57

ARTICLE 9 Supplemental Indentures.............................................58

     Section 9.01     Supplemental Indentures Without Consent of Holders......58
     Section 9.02     Supplemental Indentures with Consent of Holders.........59
     Section 9.03     Execution of Supplemental Indentures....................60
     Section 9.04     Effect of Supplemental Indentures.......................61
     Section 9.05     Conformity with Trust Indenture Act.....................61
     Section 9.06     Reference in Securities to Supplemental Indentures......61
     Section 9.07     Subordination Unimpaired................................61

ARTICLE 10 Covenants..........................................................61

     Section 10.01    Payments of Securities..................................61
     Section 10.02    Maintenance of Office or Agency.........................61
     Section 10.03    Compliance Certificates.................................62
     Section 10.04    Waiver of Stay, Extension or Usury Laws.................62
     Section 10.05    Money for Securities Payments to Be Held in Trust.......62
     Section 10.06    Waiver of Certain Covenants.............................64

ARTICLE 11 Redemption of Securities...........................................64

     Section 11.01    Applicability of Article................................64
     Section 11.02    Election to Redeem; Notice to Trustee...................64
     Section 11.03    Selection by Trustee of Securities to Be Redeemed.......64
     Section 11.04    Notice of Redemption....................................65
     Section 11.05    Deposit of Redemption Price.............................66
     Section 11.06    Securities Payable on Redemption Date...................66
     Section 11.07    Securities Redeemed in Part.............................66

ARTICLE 12 Sinking Funds......................................................67

     Section 12.01    Applicability of Article................................67
     Section 12.02    Satisfaction of Sinking Fund Payments with Securities...67
     Section 12.03    Redemption of Securities for Sinking Fund...............67


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                                                                            Page
                                                                            ----
ARTICLE 13 Defeasance and Covenant Defeasance.................................68

     Section 13.01    Applicability of Article; Company's Option to
                      Effect Defeasance or Covenant Defeasance................68
     Section 13.02    Defeasance and Discharge................................68
     Section 13.03    Covenant Defeasance.....................................68
     Section 13.04    Conditions to Defeasance or Covenant Defeasance.........69
     Section 13.05    Deposited Money and Government Obligations
                      To Be Held in Trust.....................................70
     Section 13.06    Reinstatement...........................................71

ARTICLE 14 Subordination......................................................71

     Section 14.01    Securities Subordinated to Senior Debt..................71
     Section 14.02    Payment over of Proceeds upon Dissolution, Etc..........71
     Section 14.03    No Payment When Senior Debt in Default..................73
     Section 14.04    Payment Permitted If No Default.........................73
     Section 14.05    Subrogation to Rights of Holders of Senior Debt.........73
     Section 14.06    Provisions Solely to Define Relative Rights.............74
     Section 14.07    Trustee to Effectuate Subordination.....................74
     Section 14.08    No Waiver of Subordination Provisions...................74
     Section 14.09    Notice to Trustee.......................................75
     Section 14.10    Reliance on Judicial Order or Certificate
                      of Liquidating Agent....................................75
     Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt........76
     Section 14.12    Rights of Trustee as Holder of Senior Debt;
                      Preservation of Trustee's Rights........................76
     Section 14.13    Article Applicable to Paying Agents.....................76

ARTICLE 15 Guarantees.........................................................76

     Section 15.01    Guarantee...............................................76


                                       v
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     INDENTURE, dated as of ________________, 200_, between EMMIS OPERATING
COMPANY, an Indiana corporation (herein called the "COMPANY"), the GUARANTORS
listed on Schedule 1 hereto (herein called the "GUARANTORS") and THE BANK OF
NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company, 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
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
ratable benefit of the Holders of the Securities, as follows:

                                   ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

          (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, or defined by Commission
rule and not otherwise defined herein, have the meanings assigned to them
therein;

          (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

          (4) the word "INCLUDING" (and with correlative meaning "INCLUDE")
means including, without limiting the generality of, any description preceding
such term; and

          (5) 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.


<PAGE>   8
                                                                               2

     "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.04.

     "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 purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

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

     "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the board of directors of the Company; provided,
however, that when the context refers to actions or resolutions of the Board of
Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

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

     "BUSINESS DAY," when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities of any
series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or regulation to close.

     "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

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

<PAGE>   9
                                                                               3

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

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at The Bank of Nova Scotia Trust
Company of New York, One Liberty Plaza, New York, NY 10006; Attn: Corporate
Trust Administration.

     "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

     "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

     "CUSTODIAN" means any receiver, custodian, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

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

     "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

     "DEFEASANCE" has the meaning specified in Section 13.02.

     "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
Person designated as Depositary by the Company pursuant to Section 3.01 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" shall mean the Depositary with respect to the
Securities of that series.

     "DOLLARS" and "$" means lawful money of the United States of America.

     "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     "GAAP" means such accounting principles as are generally accepted in the
United States of America which are in effect on the date hereof.


<PAGE>   10
                                                                               4

     "GUARANTEE" means the guarantee by any Guarantor of the obligations under
this Indenture.

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

     "INDEBTEDNESS" means, with respect to any Person (without duplication for
indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

     "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 terms of particular series of Securities established as contemplated
hereunder.

     "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.

     "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

     "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.

     "NEW YORK BANKING DAY" has the meaning specified in Section 1.15.

     "OFFICER" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers of
the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.


<PAGE>   11
                                                                               5

     "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 5.02.

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

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

          (ii) Securities, or portions thereof, for 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 are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

          (iii) Securities which have been paid as provided herein 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 reasonably
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 which have been defeased pursuant to Section 13.02;

     provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) 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,


<PAGE>   12
                                                                               6

demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

     "PERSON" means any individual, corporation, partnership, joint venture,
association, limited liability company, 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 on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "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 3.06 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.

     "PROCEEDING" has the meaning specified in Section 14.02.

     "REDEMPTION DATE," when used with respect to any Security of any series 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 of any series to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Security issued hereunder and registered in
the Security Register.

     "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 3.01.

     "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

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


<PAGE>   13
                                                                               7

respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her 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.

     "SECURITIES PAYMENT" has the meaning specified in Section 14.02.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 3.05.

     "SENIOR DEBT" means the principal of and premium, if any and interest on
the following, whether outstanding at the date of execution of this Indenture or
thereafter incurred or created:

          (a) indebtedness of a Person for money borrowed, or evidenced by a
note or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities,

          (b) indebtedness of a Person to banks or financial institutions
evidenced by notes or other written obligations,

          (c) indebtedness of a Person evidenced by notes, debentures, bonds or
other securities issued under the provisions of an indenture or similar
instrument,

          (d) indebtedness of others of the kinds described in the preceding
clauses (a), (b) and (c) that such Person has assumed, guaranteed or otherwise
assured the payment thereof, directly or indirectly, and

          (e) deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not
there is any notice to or consent of the holders of Securities; except (i)
indebtedness and advances among the Company and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

     "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such term
in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as amended.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.


<PAGE>   14
                                                                               8

     "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, with respect to any Person:

          (1) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

          (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).

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

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

     "U.S. GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America for the 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 by the full
faith and credit of the United States of America which, in either case, are not
callable or redeemable at the option of the issuer thereof or otherwise subject
to prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company 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 authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount held 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.


<PAGE>   15
                                                                               9

     "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."

     "VOTING STOCK" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     Section 1.02 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:

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

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

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

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

     Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any certificate or opinion of an Officer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless


<PAGE>   16
                                                                              10

such Officer actually knows 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 actually knows that the certificate or opinion or
representations with respect to such matters are erroneous.

     Any certificate, statement or opinion of an Officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such Officer or counsel, as the
case may be, actually knows that the certificate or opinion or representations
with respect to the accounting matters upon which his or her certificate,
statement or opinion is based 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 1.04 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 may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

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


<PAGE>   17
                                                                              11

          (d) 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 or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

          (e) 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 or pursuant to a 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, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. 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.

          (f) The Trustee shall set a record date, which shall not be more than
15 days prior to the date of commencement of solicitation of such action
contemplated by this section 1.04(f), for the purpose of determining the Holders
of Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section
5.02, (iii) any direction referred to in Section 5.12, (iv) any request to
institute proceedings referred to in Section 5.07(2) or (v) any waiver of past
defaults pursuant to Section 5.13, in each case with respect to Securities of
such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or 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 of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by 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. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding


<PAGE>   18
                                                                              12

Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's reasonable expense, shall cause notice of such record date and the
proposed action by Holders to be given to the Company in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section
1.06.

     Section 1.05 Notices, Etc., to Trustee and Company. 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,

          (a) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing and
mailed first-class postage prepaid, to or with the Trustee at The Bank of Nova
Scotia Trust Company of New York, One Liberty Plaza, 23rd Floor, New York, New
York 10006, Attention: Corporate Trust Administration; or

          (b) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at Emmis Operating Company, Attention: Secretary, or at any other address
previously furnished in writing to the Trustee by the Company.

     Section 1.06 Notice to Holders; Waiver. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security 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 Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. 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 or the validity of the proceedings to which
such notice relates.

     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.

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

     Where this Indenture or any Security 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


<PAGE>   19
                                                                              13

of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.

     Section 1.08 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 1.09 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 1.10 Separability Clause. In case any provision in this Indenture
or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

     Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Holders and to the extent
specifically set forth herein the holders of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

     Section 1.12 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of New York.

     Section 1.13 Legal Holidays. In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is


<PAGE>   20
                                                                              14

made on such next succeeding Business Day or otherday set out in such Officers'
Certificate.

     Section 1.14 No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have any
liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

     Section 1.15 Judgment Currency. The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the purpose
of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the "REQUIRED CURRENCY") into a currency in which a judgment will
be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, "NEW YORK BANKING
Day" means any day except a Saturday, Sunday or a legal holiday in The City of
New York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

     Section 1.16 Counterparts. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                   ARTICLE 2

                                 SECURITY FORMS

     Section 2.01 Forms Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,


<PAGE>   21
                                                                              15

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 Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

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

     Section 2.02 Form of Face of Security.



                             EMMIS OPERATING COMPANY

                             .......................

No. _______       [$]________

     Emmis Operating Company, a corporation duly organized and existing under
the laws of Indiana (herein called the "COMPANY," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of _______________ [Dollars] on _______________ [if the Security
is to bear interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert-- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such


<PAGE>   22
                                                                              16

Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

     [If the Securities are floating or adjustable rate securities with respect
to which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

     [If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that 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].

     [If applicable, insert-- So long as all of the Securities of this series
are represented by Securities in global form, the principal of, premium, if any,
and interest, if any, on this global Security shall be paid in same day funds to
the Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its


<PAGE>   23
                                                                              17

normal procedures. Payments of interest with respect to such certificated
Securities other than at Maturity may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

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

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

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

                                                     EMMIS OPERATING COMPANY


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

Attest:

                                                     [SEAL]
-------------------------
                                                     200_

     Section 2.03 Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $__________].

     [-- The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by first class mail, [if applicable,
insert-- (1) on __________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at a Redemption Price


<PAGE>   24
                                                                              18

equal to 100% of the principal amount, and (2)] at any time [on or after
__________, _____], as a whole or in part, at the election of the Company, at
the following Redemption Prices (expressed as percentages of the principal
amount):

     If redeemed [on or before _______________, _____%, and if redeemed] during
the 12-month period beginning _______________ of the years indicated,

                                               REDEMPTION
                         YEAR                     PRICE
               --------------------------------------------------



     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption [if applicable, insert--
(whether through operation of the sinking fund or otherwise)] with accrued and
unpaid interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.]

     [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by first class
mail, (1) on _______________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:

     If redeemed during a 12-month period beginning _________________ of the
years indicated,


<PAGE>   25
                                                                              19

        REDEMPTION PRICE           REDEMPTION PRICE FOR
         FOR REDEMPTION            REDEMPTION OTHERWISE
        THROUGH OPERATION              THAN THROUGH
             OF THE                  OPERATION OF THE
          SINKING FUND                 SINKING FUND              YEAR
--------------------------------------------------------------------------------


     and thereafter at a Redemption Price equal to _____% of the principal
amount, together in the case of any such redemption (whether through operation
of the sinking fund or otherwise) with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities of this series as contemplated by [clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than _____% per annum.]

     [The sinking fund for this series provides for the redemption on __________
in each year beginning with the year _____ and ending with the year _____ of
[not less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

     [If the Security is not an Original Issue Discount Security, insert-- If
any Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert-- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal --insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally


<PAGE>   26
                                                                              20

enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

     [This Security is subject to defeasance and covenant defeasance as
described in the Indenture [if applicable, insert -- and the supplemental
indenture].]

     [This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

     [This Security is subject to subordination as provided in the Indenture [if
applicable, insert -- and the supplemental indenture].]

     The Indenture may be modified by the Company and the Trustee without
consent of any Holder with respect to certain matters as described in the
Indenture. In addition, the Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of a majority in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall bind such Holder and all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security.

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

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

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series


<PAGE>   27
                                                                              21

are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

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

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or
the Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security.

     [If applicable, insert -- A director, officer, employee or stockholder, as
such, of the Guarantor shall not have any liability for any obligations of the
Company or such Guarantor under this Security or the Indenture [if applicable,
insert -- or the supplemental indenture] or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder, by
accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of this Security.]

     [If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

     [If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness


<PAGE>   28
                                                                              22

or accuracy of such numbers as printed on the Securities of this series and
reliance may be placed only on the other identification numbers printed hereon.]

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


<PAGE>   29
                                                                              23

                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

         ---------------------------------------------
         (Insert assignee's social security or tax I.D. number)

         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         ---------------------------------------------
         (Print or type assignee's name, address and zip code)

     and irrevocably appoint ___________________________________ agent to
transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Dated: __________          Your Signature: _____________________________________
                           (Sign exactly as your name appears on the other side
                           of this Security)

                           Signature Guaranty: _________________________________
                           [Signatures must be guaranteed by
                           an "eligible guarantor institution" meeting the
                           requirements of the Transfer Agent, which
                           requirements will include membership or participation
                           in STAMP or such other "signature guarantee program"
                           as may be determined by the Transfer Agent in
                           addition to, or in substitution for, STAMP, all in
                           accordance with the Exchange Act.]

                           Social Security Number or
                           Taxpayer Identification Number:

                           -----------------------------------------------------
<PAGE>   30
                                                                              24

     Section 2.04 Form of Trustee's Certificate of Authentication. The Trustee's
certificate of authentication shall be in substantially the following form:

Dated:_______________

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

                                        ____________________________________
                                        As Trustee


                                        By _________________________________
                                           Authorized Signatory


     Section 2.05 Securities in Global Form. If Securities of or within a series
are issuable in whole or in part in global form, then any such Security of such
series may provide that it shall represent the aggregate or a specified amount
of the Outstanding Securities of such series from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

     The provisions of the last paragraph of Section 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby.

     Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

<PAGE>   31
                                                                              25


     Section 2.06 Form of Legend for the Securities in Global Form. Any Security
in global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
                  A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
                  A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
                  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
                  NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
                  SUCCESSOR DEPOSITARY."

                                   ARTICLE 3

                                 THE SECURITIES

     Section 3.01 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 from time to time in one or more series. Prior
to the issuance of Securities of any series, there shall be established in or
pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

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

          (2) the purchase price, denomination and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07);

          (3) the date or dates on which the principal of and premium, if any,
on the Securities of the series is payable or the method of determination
thereof;

<PAGE>   32
                                                                              26


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

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

          (6) the place or places where the Securities may be exchanged or
transferred;

          (7) the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which, and the
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, and, if other than as
provided in Section 11.03, the manner in which the particular Securities of such
series (if less than all Securities of such series are to be redeemed) are to be
selected for redemption;

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

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

          (10) if other than U.S. dollars, the currency or currencies (including
currency unit or units) in which payments of principal of, premium, if any, and
interest on the Securities of the series shall or may by payable, or in which
the Securities of the series shall be denominated, and the particular provisions
applicable thereto;

          (11) if the payments of principal of, premium, if any, or interest on
the Securities of the series are to be made, at the election of the Company or a
Holder, in a currency or currencies (including currency unit or units) other
than that in which such Securities are denominated or designated to be payable,
the currency or currencies (including currency unit or units) in which such
payments are to be made, the terms and conditions of such payments and the
manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

          (12) if the amount of payments of principal of, premium, if any, and
interest on the Securities of the series shall be determined with

<PAGE>   33
                                                                              27


reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

          (13) 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 5.02 or
the method by which such portion shall be determined;

          (14) any modifications of or additions to the Events of Default or the
covenants of the Company set forth herein with respect to Securities of the
series and whether and the conditions under which the Holders of the Securities
of the series may waive any such Event of Default or compliance with any such
covenant relating to the Securities of such series;

          (15) if either or both of Section 13.02 and Section 13.03 shall be
inapplicable, in whole or in part, to the Securities of the series (provided
that if no such inapplicability shall be specified, then both Section 13.02 and
Section 13.03 shall be applicable to the Securities of the series) and any
modification to either such section as it relates to such series of Securities;

          (16) if other than the Trustee, the identity of the Registrar and any
Paying Agent;

          (17) if the Securities of the series shall be issued in whole or in
part in global form, (i) the Depositary for such global Securities, (ii) the
form of any legend in addition to or in lieu of that in Section 2.06 which shall
be borne by such global Security, (iii) whether beneficial owners of interests
in any Securities of the series in global form may exchange such interests for
certificated Securities of such series and of like tenor of any authorized form
and denomination, and (iv) if other than as provided in Section 3.05, the
circumstances under which any such exchange may occur;

          (18) if the Holders of the Securities of the series may convert or
exchange the Securities of the series into or for securities of the Company or
of other entities or other property (or the cash value thereof), the specific
terms of and period during which such conversion or exchange may be made;

          (19) if the Securities of the series shall have the benefits of any
Guarantee and, if so, the identity of the Guarantor or Guarantors and the terms
and provisions applicable to any such Guarantee;

          (20) any provisions for the satisfaction and discharge of the
Securities of the series, including provisions in addition to or modifying the
provisions of Article 4 as they pertain to Securities of the series;

          (21) any addition to or change in the covenants set forth in Article
10 which applies to Securities of the series;

<PAGE>   34
                                                                              28


          (22) the subordination of the Securities of such series to other
Indebtedness of the Company, including without limitation, the Securities of any
other series; and

          (23) any other terms of the series, including any terms which may be
required by or advisable under the laws of the United States of America or
regulations thereunder or advisable (as determined by the Company) in connection
with the marketing of Securities of the series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided (i) by a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

     If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

     Section 3.02 Denominations. The Securities of each series shall be issuable
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. In the absence of any such provisions 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.

     Section 3.03 Execution, Authentication, Delivery and Dating. The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, its Chief Financial Officer, or its
Chief Accounting Officer 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. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     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.

<PAGE>   35
                                                                              29


     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

          (a) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.01, that such terms have
been established in conformity with the provisions of this Indenture; and

          (b) that such Securities, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other similar
laws affecting the enforcement of creditors' rights generally and by the effect
of general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

     If such terms have been so established, the Trustee shall not be required
to authenticate such Securities 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, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

     Notwithstanding the provisions of Section 3.01 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution
and the Officers' Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to the second
preceding paragraph at or prior to the time of authentication of each Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be issued.

     If the Company shall establish pursuant to Section 3.01 that the Securities
of a series are to be issued in whole or in part in the form of one or more
global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to the
authentication and delivery of such series, authenticate and deliver one or more
Securities of such series in global form that

<PAGE>   36
                                                                              30


(i) shall be in an aggregate amount equal to the aggregate principal amount of
the Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be registered in the name of the
Depositary for such Security or Securities in global form or its nominee, and
(iii) shall be made available for delivery by the Trustee to such Depositary or
pursuant to such Depositary's instruction.

     The Trustee shall have no responsibility to determine if the Depositary is
so registered. Each Depositary shall enter into an agreement with the Trustee
and the Company governing the respective duties and rights of such Depositary,
the Company and the Trustee with regard to Securities issued in global form.

     Unless otherwise provided for in the form of Security, each Security shall
be dated the date of its authentication.

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

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.04 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
of such series which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive

<PAGE>   37
                                                                              31


Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange therefor
a like principal amount of definitive Securities of the same series of
authorized denominations and of like tenor. 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 3.05 Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of 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 and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, 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 aggregate principal amount and Stated Maturity.

     At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

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

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or

<PAGE>   38
                                                                              32


another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary.

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

          (i) to each Person specified by such Depositary a new certified
Security or Securities of the same series of like tenor, of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Security in global
form; and

          (ii) to such Depositary a new Security in global form of like tenor in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Security in global form and the aggregate principal amount of
certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be canceled by the
Trustee.

<PAGE>   39
                                                                              33


Securities issued in exchange for a Security in global form pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Security in global form, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Persons in whose names
such Securities are so registered.

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

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

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

     Unless otherwise provided in the Securities to be transferred or exchanged,
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 3.04, 9.06 or 11.07 not involving any transfer.

     If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (i) to issue, register
the transfer of or exchange Securities of such series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, 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.

     The foregoing provisions relating to registration, transfer and exchange
may be modified, supplemented or superseded with respect to any series of
Securities by a Board Resolution or in one or more indentures supplemental
hereto.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

<PAGE>   40
                                                                              34


     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount 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 such Security.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and 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 3.07 Payment of Interest; Interest Rights Preserved. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.

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

          (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of

<PAGE>   41
                                                                              35


Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment (which shall be not less than 25 days after the
receipt by the Trustee of such notice, unless such Trustee shall consent to an
earlier date), 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 reasonably 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 reasonable
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
(2), 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 3.08 Persons Deemed Owners. Prior to due presentment of a Security
for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial

<PAGE>   42
                                                                              36


ownership interest. Notwithstanding the foregoing, with respect to any Security
in global form, nothing herein shall prevent the Company or the Trustee or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such Depositary and owners of beneficial interests in such Security
in global form, the operation of customary practices governing the exercise of
the right of such Depositary (or its nominee) as holder of such Security in
global form.

     Section 3.09 Cancellation. 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 canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

     Section 3.10 Computation of Interest. Except as otherwise specified as
contemplated by Section 3.01 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a year of twelve
30-day months.

     Section 3.11 CUSIP Number. The Company in issuing Securities of any series
may use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in
notices of redemption or exchange as a convenience to Holders of such series;
provided, that any such notice may state that no representation is made as to
the correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.

     Section 3.12 Wire Transfers. Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment of moneys required
to be deposited with the Trustee on account of principal of, or premium, if any,
or interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or before
the date and time such moneys are to be paid to the Holders of the Securities in
accordance with the terms hereof.

<PAGE>   43
                                                                              37

                                   ARTICLE 4

                           SATISFACTION AND DISCHARGE

     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Securities and replacement of such Securities which
may have been lost, stolen or mutilated as herein expressly provided for or in
the form of Security for such series), when the Trustee, upon Company Request
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when

          (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 3.06 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 10.05) 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 reasonably
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

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

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

          (4) no event or condition shall exist on the date of such deposit
that, pursuant to the provisions of Section 14.02 or 14.03, would prevent the
Company from making payments of the principal of or interest on the Securities
of such series on the date of such deposit.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been

<PAGE>   44
                                                                              38


deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

          Section 4.02 Application of Trust Money. Subject to the provisions of
the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

          Section 4.03 Application to a Specific Series of Securities. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                   ARTICLE 5

                                    REMEDIES

     Section 5.01 Events of Default. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "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 to be effected by reason of Article 14
hereof or by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental
body):

          (1) the Company defaults in the payment of interest on any Security of
that series when such interest becomes due and payable and the default continues
for a period of 30 days; or

          (2) the Company defaults in the payment of the principal of, or
premium, if any, on any Security of that series when the same becomes due and
payable at Maturity or on redemption or otherwise; or

          (3) the Company fails to deposit any sinking fund payment, for five
days after it becomes due by the terms of a Security of that series; or
<PAGE>   45
                                                                              39


          (4) the Company fails to observe or perform in any material respect
any of its other covenants, agreements or warranties in the Securities of that
series or this Indenture (other than a covenant, agreement or warranty 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 the failure to
observe or perform continues for the period and after the notice specified in
the last paragraph of this Section; or

          (5) an event of default, as defined in any mortgage, indenture, or
instrument under which there may be issued, or by which there may be secured or
evidenced, any Indebtedness of the Company (including Securities of another
series) (other than the Securities of such series) (whether such Indebtedness
now exists or shall hereafter be created or incurred) shall occur, which event
of default (i) is caused by a failure to pay principal of or premium, if any, or
interest on such Indebtedness at final maturity after the expiration of the
grace period provided in such Indebtedness on the date of such event of default,
and (ii) results in Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, and such
default in payment is not cured or such acceleration shall not be rescinded or
annulled within 30 days after written notice to the Company from the Trustee or
to the Company and to the Trustee from the Holders of at least twenty-five
percent in aggregate principal amount of the Outstanding Securities of that
series specifying such event of default and requiring the Company to cure such
default in payment or cause such acceleration to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder; provided, however,
that it shall not be an Event of Default if the principal amount of Indebtedness
which is not paid at maturity or the maturity of which is accelerated is equal
to or less than $20,000,000; provided further that if, prior to a declaration of
acceleration of the maturity of the Securities of that series or the entry of
judgment in favor of the Trustee in a suit pursuant to Section 5.03, such
default shall be remedied or cured by the Company or waived by the holders of
such Indebtedness, then the Event of Default hereunder by reason thereof shall
be deemed likewise to have been thereupon remedied, cured or waived without
further action upon the part of either the Trustee or any of the Holders of the
Securities of that series; or

          (6) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law (a) commences a voluntary case or
proceeding under any Bankruptcy Law with respect to itself, (b) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (c) consents to or acquiesces in
the institution of bankruptcy or insolvency proceedings against it, (d) applies
for, consents to or acquiesces in the appointment of or taking possession by a
Custodian of it or for all or substantially all of its property, (e) makes a
general assignment for the benefit of its creditors or (f) takes any corporate
action in furtherance of or to facilitate, conditionally or otherwise, any of
the foregoing; or

          (7) (i) a court of competent jurisdiction enters a judgment, decree or
order for relief in an involuntary case or proceeding under any Bankruptcy Law
which shall (a) approve as properly filed a petition seeking



<PAGE>   46
                                                                              40


reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

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

     A Default under clause (4) above is not an Event of Default until the
Trustee or the Holders of at least twenty-five percent in aggregate principal
amount of the Outstanding Securities of that series notify the Company of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default." When a Default under clause
(4) above is cured within such 60-day period, it ceases to be a Default.

     Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series (other than an Event
of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (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) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

     If an Event of Default specified in clause (6) or (7) of Section 5.01
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series (or specified principal amount) shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of any Security of that series.

     Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

     At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of


<PAGE>   47
                                                                              41


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 notice to the Trustee may rescind an acceleration
and its consequences if (i) all existing Events of Default, other than the
nonpayment of the principal of and interest on the Securities of that series
that has become due solely by such declaration of acceleration, have been cured
or waived, (ii) to the extent the payment of such interest is lawful, interest
on overdue installments of interest and overdue principal that has become due
otherwise than by such declaration of acceleration have been paid, (iii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

     Section 5.03 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, or

          (3) default is made in the payment of any sinking or analogous
obligation when the same becomes due by the terms of the Securities of any
series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

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

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

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial



<PAGE>   48
                                                                              42


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
secure any other proper remedy.

     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Securities and
to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel) and of the Holders allowed in such judicial proceedings, 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 6.07.

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

     Section 5.05 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.


<PAGE>   49
                                                                              43


     Section 5.06 Application of Money Collected. Any money collected by the
Trustee pursuant to this Article in respect of the Securities of any series
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,
premium, if any, or interest, upon presentation of the Securities in respect of
which moneys have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

     First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

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

     Third: To the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.06. At least ten (10) days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.07 Limitation on Suits. 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) such Holder has previously given written notice to the Trustee of
a continuing Event of Default with respect to the Securities of that series;

          (2) the Holders of at least twenty-five percent 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 shall 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


<PAGE>   50
                                                                              44


majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series.

     Section 5.08 Unconditional Right of Holders to Receive Principal, Premium
and Interest. Notwithstanding any other provision in this Indenture but subject
to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest 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 5.09 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 has been
instituted.

     Section 5.10 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 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities 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.
<PAGE>   51
                                                                              45


     Section 5.12 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; and

          (3) subject to Section 6.01, the Trustee need not take any action
which might involve the Trustee in personal liability or be unduly prejudicial
to the Holders not joining therein.

     Section 5.13 Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may by
written notice to the Trustee on behalf of the Holders of all the Securities of
such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

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

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

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

     Section 5.14 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, 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 ten percent 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


<PAGE>   52
                                                                              46


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).

                                   ARTICLE 6

                                  THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities of the Trustee.

          (a) Except during the continuance of an Event of Default, the
Trustee's duties and responsibilities under this Indenture shall be governed by
Section 315(a) of the Trust Indenture Act.

          (b) In case an Event of Default has occurred and is continuing, and is
known to the Trustee, the Trustee shall exercise the rights and powers vested in
it by this Indenture, and shall 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) None of the provisions of Section 315(d) of the Trust Indenture
Act shall be excluded from this Indenture.

          (d) Every provision of this Indenture which pertains to the Trustee
shall be subject to this Section 6.01.

     Section 6.02 Notice of Defaults. Within 90 days after the occurrence of any
Default or Event of Default with respect to the Securities of any series, the
Trustee shall give to all Holders of Securities of such series, as their names
and addresses appear in the Security Register, notice of such Default or Event
of Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.

     Section 6.03 Certain Rights of Trustee. Subject to the provisions of the
Trust Indenture Act:

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

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



<PAGE>   53
                                                                              47


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) prior to the occurrence of an Event of Default with respect to the
Securities of any series and after the curing or waiving of all such Events of
Default which may have occurred, 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, approval or other paper or document, or the books and records of the
Company, unless requested in writing to do so by the Holders of a majority in
principal amount of the Outstanding Securities of any series; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;

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

          (h) the Trustee shall not be required to 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 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.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The
recitals herein and in the Securities, except the Trustee's certificates of
authentication,


<PAGE>   54
                                                                              48


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 representations as to the validity or sufficiency of this
Indenture or of the Securities, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder, and that the statements made
by it or to be made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate. 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 6.05 May Hold Securities. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 6.08 and 6.13, 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 6.06 Money Held in Trust. Money held by the Trustee in trust
hereunder (including amounts held by the Trustee as Paying Agent) need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing with the Company.

     Section 6.07 Compensation and Reimbursement. The Company agrees:

          (1) to pay to the Trustee from time to time reasonable compensation as
negotiated between the Company and the Trustee 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 for, and to hold it harmless against, any
loss, liability, damage, claim or expense, including taxes (other than taxes
based upon or determined or measured by the income of the Trustee), incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(6) or Section 5.01(7), the expenses


<PAGE>   55
                                                                              49


(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

     The provisions of this Section 6.07 shall survive this Indenture and the
resignation or removal of the Trustee.

     Section 6.08 Disqualification; Conflicting Interests. The Trustee shall be
disqualified only where such disqualification is required by Section 310(b) of
the Trust Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State 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. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     Section 6.10 Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

          (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 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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


<PAGE>   56
                                                                              50


          (d) If at any time:

               (i) the Trustee shall fail to comply with Section 310(b) of the
Trust Indenture Act 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

               (ii) the Trustee shall cease to be eligible under Section 6.09
and shall fail to resign after written request therefor by the Company or by any
such Holder of a Security who has been a bona fide Holder of a Security for at
least six months; or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder 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.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. 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
6.11, 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 Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, 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.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each


<PAGE>   57
                                                                              51


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 6.11 Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the 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 some (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Trustee all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.
<PAGE>   58
                                                                              52


          (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 the Trust Indenture Act.

     Section 6.12 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, consolidation or otherwise as permitted hereunder) 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 6.13 Preferential Collection of Claims Against Company. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated therein.

     Section 6.14 Appointment of Authenticating Agent. At any time when any of
the Securities remain Outstanding the Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of, and subject to the direction of, the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then


<PAGE>   59
                                                                              53


for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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 Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

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

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:     ____________________

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



<PAGE>   60
                                                                              54

                                                    ----------------------------
                                                    As Trustee


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


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


     Section 6.15 Compliance with Tax Laws. The Trustee hereby agrees to comply
with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                   ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The
Company will furnish or cause to be furnished to the Trustee:

          (a) semi-annually, not later than 15 days after the Regular Record
Date for each series of Securities, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of Securities as
of such Regular Record Date (unless the Trustee has such information), or if
there is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

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

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

     Section 7.02 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
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.


<PAGE>   61
                                                                              55


          (b) If three or more Holders (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 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 with respect to their
rights under this Indenture or under the 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 7.02(a); or

               (ii) inform such applicants as to the approximate number of
Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.02(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 whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(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 interests of the Holders
or would be in violation of applicable law. Such written statement 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 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 agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(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 7.02(b).
<PAGE>   62
                                                                              56


     Section 7.03 Reports by Trustee.

          (a) Within 60 days after ______ of each year commencing with the year
200_, the Trustee shall transmit by mail to all Holders of Securities as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as
of ______, if required by and in compliance with Section 313(a) of the Trust
Indenture Act. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

          (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange or inter-dealer
quotation system upon which any Securities are listed, with the Commission and
with the Company. The Company will notify the Trustee when any Securities are
listed on any stock exchange or inter-dealer quotation system.

     Section 7.04 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 Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act 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 or cause to be transmitted by mail to all Holders, as
their names and addresses appear in the Security Register, (a) as promptly as
reasonably practicable following the furnishing of the same to its stockholders,
the Company's annual report to stockholders, containing certified financial
statements, and any other financial reports which the Company generally
furnishes to its stockholders, and (b) within 30 days after the filing thereof
with the Trustee, such summaries of any other 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, on ___________ of each year, a brief
certificate from the principal executive officer, principal financial


<PAGE>   63
                                                                              57


officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.

                                   ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

     Section 8.01 When Company May Merge, Etc. Except as may be otherwise
provided as contemplated by Section 3.01 relating to Securities of a series, the
Company shall not consolidate with, or merge with or into, any other Person
(whether or not the Company shall be the surviving corporation or entity), or
convey, transfer or lease all or substantially all of its properties and assets
as an entirety or substantially as an entirety to any Person or group of
affiliated Persons, in one transaction or a series of related transactions,
unless:

          (1) either the Company shall be the continuing Person or the Person
(if other than the Company) formed by such consolidation or with which or into
which the Company is merged or the Person (or group of affiliated Persons) to
which all or substantially all the properties and assets of the Company as an
entirety or substantially as an entirety are conveyed, transferred or leased
shall be a corporation or other entity (group of affiliated corporations or
entities) organized and existing under the laws of the United States of America
or 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
reasonably satisfactory to the Trustee, all the obligations of the Company under
the Securities and this Indenture; and

          (2) immediately after giving effect to such transaction or series of
related transactions, no Event of Default, and no Default, shall have occurred
and be continuing.

     Notwithstanding the foregoing, the Company may (a) consolidate with, or
merge with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

     Section 8.02 Opinion of Counsel. The Company shall deliver to the Trustee
prior to the proposed transaction(s) covered by Section 8.01 an Officers'
Certificate and an Opinion of Counsel stating that the transaction(s) and such
supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of the transaction(s) under this Indenture have
been met.

     Section 8.03 Successor Corporation Substituted. Upon any consolidation by
the Company with or merger by the Company into any other corporation


<PAGE>   64
                                                                              58


or other entity or any conveyance, transfer or lease all or substantially all of
the property and assets of the Company in accordance with Section 8.01, the
successor corporation or other entity formed by such consolidation or into which
the Company is merged or the successor corporation or entity or affiliated group
of corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Holders. Without
notice to or the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form reasonably 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; or

          (3) to add any additional Events of Default with respect to all or any
series of Securities; or

          (4) to add or change 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 secure the Securities; or


<PAGE>   65
                                                                              59


          (7) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

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

          (9) to cure any ambiguity, defect or inconsistency or to correct or
supplement any provision herein which may be inconsistent with any other
provision herein; or

          (10) to make any change that does not materially adversely affect the
interests of the Holders of Securities of any series then Outstanding; or

          (11) to add Guarantees with respect to any or all of the Securities;
or

          (12) to provide for uncertificated Securities in addition to or in
place of certificated Securities (provided that the uncertificated Securities
are issued in registered form for purposes of Section 163(f) of the Internal
Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

     Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the
Trustee of the documents described in (and subject to the last sentence of)
Section 9.03, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture.

     Section 9.02 Supplemental Indentures with Consent of Holders. With the
written consent of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 premium, if
any, or any installment of principal of or premium, if any, or interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon


<PAGE>   66
                                                                              60


or any premium payable upon the redemption, repurchase or repayment thereof, or
change the manner in which the amount of any principal thereof or premium, if
any, or interest thereon is determined, or reduce the amount of the principal of
any Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or
change any Place of Payment where, or the coin or currency or currency unit in
which, any Security or any premium or 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);

          (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 Defaults or
Events of Default hereunder and their consequences provided for in this
Indenture; or

          (3) modify any of the provisions of this Section, Section 5.13 or
Section 10.06, except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

     A supplemental indenture which changes or eliminates any covenant or other
provisions 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 9.03 Execution of Supplemental Indentures. The Trustee shall sign
any supplemental indenture authorized pursuant to this Article, subject to the
last sentence of this Section 9.03. 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 6.01) shall be fully protected
in relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
<PAGE>   67
                                                                              61


     Section 9.04 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 9.05 Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

     Section 9.06 Reference in Securities to Supplemental Indentures. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     Section 9.07 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any of the Outstanding Securities without the written
consent of each holder of Senior Debt then outstanding that would be adversely
affected thereby.

                                   ARTICLE 10

                                    COVENANTS

     Section 10.01 Payments of Securities. With respect to each series of
Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

     Section 10.02 Maintenance of Office or Agency. The Company will maintain an
office or agency in each Place of Payment where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 1.05 hereof.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations. The Company
will


<PAGE>   68
                                                                              62


give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

     Section 10.03 Compliance Certificates.

          (a) The Company shall deliver to the Trustee within 90 days after the
end of each fiscal year of the Company (which fiscal year currently ends on
February 28 (29)), an Officers' Certificate stating whether or not the signer
knows of any Default or Event of Default by the Company that occurred prior to
the end of the fiscal year and is then continuing. If the signer does know of
such a Default or Event of Default, the certificate shall describe each such
Default or Event of Default and its status and the specific section or sections
of this Indenture in connection with which such Default or Event of Default has
occurred. The Company shall also promptly notify the Trustee in writing should
the Company's fiscal year be changed so that the end thereof is on any date
other than the date on which the Company's fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

          (b) The Company shall deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration which with the giving of notice
and the lapse of time would be an Event of Default within the meaning of Section
5.01(5) hereof.

          (c) The Company shall deliver to the Trustee forthwith upon becoming
aware of a Default or Event of Default (but in no event later than 10 days after
the occurrence of each Default or Event of Default that is continuing), an
Officers' Certificate setting forth the details of such Default or Event of
Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred.

     Section 10.04 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to take the benefit or advantage of,
any stay or extension law or any usury law or other law, which would prohibit or
forgive the Company from paying all or any portion of the principal of and/or
interest on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

     Section 10.05 Money for Securities Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit


<PAGE>   69
                                                                              63


of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

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

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

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

          (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 on the Securities of that series;
and

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for one
year after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such



<PAGE>   70
                                                                              64


trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee of such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in New York, New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

          Section 10.06 Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
Article 8, Article 10 (other than Sections __ or __) or any covenant specified
as contemplated under Section 3.01 with respect to the Securities of any series
if before the time for such compliance the Holders of not less than a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

          Section 11.01 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
3.01 for Securities of any series) in accordance with this Article.

          Section 11.02 Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 30 and not more than 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee 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.

          Section 11.03 Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal


<PAGE>   71
                                                                              65


national securities exchange, if any, on which such Securities are listed, 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; provided that in case the Securities of such series have different
terms and maturities, the Securities to be redeemed shall be selected by the
Company and the Company shall give notice thereof to the Trustee.

     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 the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 45 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;

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

          (5) the place or places where such Securities are to be surrendered
for payment of the Redemption Price;

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

          (7) the CUSIP number, if any, of the Securities to be redeemed.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.
<PAGE>   72
                                                                              66


     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) 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 on, all the Securities which are to be redeemed on that date.

     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

     Section 11.06 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
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 or Special Record Dates according to their
terms and the provisions of Section 3.07.

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

     Section 11.07 Securities Redeemed in Part. Any Security which is to be
redeemed only in part shall be surrendered at an office or agency of the Company
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 and Stated Maturity, 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.



<PAGE>   73
                                                                              67


                                   ARTICLE 12

                                  SINKING FUNDS

     Section 12.01 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities. The
Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03 Redemption of Securities for Sinking Fund. Not less than 45
days (or such shorter period reasonably acceptable to the Trustee) prior to each
sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

<PAGE>   74
                                                                              68

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 13.01 Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

     Section 13.02 Defeasance and Discharge. Upon the Company's exercise of the
option provided in Section 13.01 to defease the Outstanding Securities of a
particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.

     Section 13.03 Covenant Defeasance. Upon the Company's exercise of the
option provided in Section 13.01 to obtain a covenant defeasance with respect to
the Outstanding Securities of a particular series, the Company shall be released
from its obligations under this Indenture and any applicable supplemental
indenture (except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09,
6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, "COVENANT DEFEASANCE").
Covenant defeasance shall mean that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no

<PAGE>   75
                                                                              69

liability in respect of any term, condition or limitation set forth in this
Indenture and any applicable supplemental indenture (except its obligations
under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04
and 10.05), whether directly or indirectly by reason of any reference elsewhere
herein or by reason of any reference to any other provision herein or in any
other document, and such omission to comply shall not constitute an Event of
Default under Section 5.01(4) or any such supplemental indenture with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.

     Section 13.04 Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

          (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
applicable to it), under the terms of an irrevocable trust agreement in form and
substance reasonably satisfactory to such Trustee, as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than the due date of any payment, money
in an amount, or (C) a combination thereof, in each case sufficient, after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee, 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 other qualifying trustee) to pay and
discharge, (i) the principal of (and premium, if any, on) and each installment
of principal of (and premium, if any) and interest on the Outstanding Securities
of such series 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 the Outstanding 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) No Default or Event of Default with respect to the Securities of
such series shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit.

          (3) Such deposit, defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any other material
debt agreement or instrument to which the Company is a party or by which it is
bound.

          (4) In the case of an election with respect to Section 13.02, the
Company shall have delivered to the Trustee either (a) a ruling

<PAGE>   76
                                                                              70

directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

          (5) the case of an election with respect to Section 13.03, the Company
shall have delivered to the Trustee an Opinion of Counsel or a ruling directed
to the Trustee received from the Internal Revenue Service to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for federal income tax purposes as a result of such covenant
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

          (6) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

          (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

     Section 13.05 Deposited Money and Government Obligations To Be Held in
Trust. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such 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 Holders of such Securities of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 13.04 or the principal and interest received in
respect thereof, other

<PAGE>   77
                                                                              71

than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities of such series.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series 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 be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

     Section 13.06 Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

     Section 14.01 Securities Subordinated to Senior Debt. Except as otherwise
specified or contemplated by Section 3.01 or the other provisions of this
Agreement, the Company covenants and agrees, and each holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

     Section 14.02 Payment over of Proceeds upon Dissolution, Etc. In the event
of (a) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors or to its assets, or (b)
any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary and whether or not involving insolvency or bankruptcy,
or (c) any assignment for the benefit

<PAGE>   78
                                                                              72

of creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event,
if any, a "PROCEEDING") the holders of Senior Debt shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities,
on account of principal of or premium, if any, or interest on the Securities or
on account of any purchase or other acquisition of Securities by the Company, or
any Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "SECURITIES
PAYMENT"), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

     In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the holder of any Security shall have received any
Securities Payment before all Senior Debt is paid in full or payment thereof
provided for in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, and if such fact shall, at or prior to the time
of such Securities Payment, have been made known to the Trustee or, as the case
may be, such holder, then and in such event such Securities Payment shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

     For purposes of this Article only, the words "any payment or distribution
of any kind or character, whether in cash, property or securities" shall not be
deemed to include a payment or distribution of stock or securities of the
Company provided for by a plan of reorganization or readjustment authorized by
an order or decree of a court of competent jurisdiction in a reorganization
proceeding under any applicable bankruptcy law or of any other corporation
provided for by such plan of reorganization or readjustment which stock or
securities are subordinated in right of payment to all then outstanding Senior
Debt to substantially the same extent as the Securities are so subordinated as
provided in this Article. The consolidation of the Company with, or the merger
of the Company into, another Person or the liquidation or dissolution of the
Company following the conveyance, transfer, sale or lease of all or
substantially all of its properties and assets to another Person upon the terms
and conditions set forth in Article 8 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer, sale or lease such properties and assets, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer, sale or lease
comply with the conditions set forth in Article 8.

<PAGE>   79
                                                                              73

     Section 14.03 No Payment When Senior Debt in Default. In the event that any
series of Securities are declared due and payable before their maturity, then
and in such event the holders of the Senior Debt outstanding at the time such
series of Securities so become due and payable shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of such Senior
Debt, before the holders of the Securities of such series are entitled to
receive any Securities Payment.

     In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

     In the event that, notwithstanding the foregoing, the Company shall make
any Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 14.02 would be applicable.

     Section 14.04 Payment Permitted If No Default. Nothing contained in this
Article or elsewhere in this Indenture or in any of the Securities shall prevent
(a) the Company, at any time except during the pendency of any Proceeding
referred to in Section 14.02 or under the conditions described in Section 14.03,
from making Securities Payments, or (b) the application by the Trustee of any
money deposited with it hereunder to Securities Payments or the retention of
such Securities Payment by the holders, if at the time of such application by
the Trustee, it did not have actual knowledge that such Securities Payment would
have been prohibited by the provisions of this Article.

     Section 14.05 Subrogation to Rights of Holders of Senior Debt. Subject to
the payment in full of all amounts due or to become due on or in respect of
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the holders of
the Securities shall be subrogated to the rights of the holders of such Senior
Debt to receive payments and distributions of cash, property and securities
applicable to the Senior Debt until the principal of and premium, if any, and
interest on the Securities shall be paid in full. For

<PAGE>   80
                                                                              74

purposes of such subrogation, no payments or distributions to the holders of the
Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Debt by holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt and the
holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.

     Section 14.06 Provisions Solely to Define Relative Rights. The provisions
of this Article are and are intended solely for the purpose of defining the
relative rights of the holders on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall (a) impair, as among the Company,
its creditors other than holders of Senior Debt and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the holders of the Securities the principal of and premium,
if any, and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such holder.

     Section 14.07 Trustee to Effectuate Subordination. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     Section 14.08 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

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

<PAGE>   81
                                                                              75

the same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

     Section 14.09 Notice to Trustee. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company or a holder of
Senior Debt or from any trustee therefor or representative thereof; and, prior
to the receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
one full Business Day prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of and premium, if any, or interest on any Security), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within one full Business Day
prior to such date.

     Subject to the provisions of Section 6.01, 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 trustee therefor or representative thereof)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior 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 rights of such Person to receive such payment.

     Section 14.10 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.01, and the
holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the holders
of Securities, for the purpose of ascertaining the Persons entitled

<PAGE>   82
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to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

     Section 14.11 Trustee Not Fiduciary for Holders of Senior Debt. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if it shall in good faith mistakenly pay
over or distribute to holders of Securities or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise. The Trustee shall not be
charged with knowledge of the existence of Senior Debt or of any facts that
would prohibit any payment hereunder unless a Responsible Officer of the Trustee
shall have received notice to that effect at the address of the Trustee set
forth in Section 1.05. With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Debt shall be read into this
Indenture against the Trustee.

     Section 14.12 Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07.

     Section 14.13 Article Applicable to Paying Agents. In case at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "TRUSTEE" as used in this Article shall in
such case (unless the context otherwise requires) be construed as extending to
and including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 14.09 and 14.12 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

     Section 15.01 Guarantee. Any series of Securities may be guaranteed by one
or more of the Guarantors. The terms and the form of any such Guarantee will be
established in the manner contemplated by Section 3.01 for that particular
series of Securities.

<PAGE>   83
                                                                              77

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

                                              EMMIS OPERATING COMPANY

                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------


       Attest:

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

Name:
       ------------------------------

Title:
       ------------------------------

                                              THE BANK OF NOVA SCOTIA TRUST
                                              COMPANY OF NEW YORK
                                              as Trustee

                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------

       Attest:

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

Name:
       ------------------------------

Title:
       ------------------------------

<PAGE>   84
                                                                              78

                                              [GUARANTOR]


                                              By:
                                                     --------------------------
                                              Name:
                                                     --------------------------
                                              Title:
                                                     --------------------------

Attest:
       ------------------------------
Name:
       ------------------------------
Title:
       ------------------------------