<PAGE>   1
                                                                     EXHIBIT 4.1

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


                        SERVICE CORPORATION INTERNATIONAL

                                       AND

                      THE CHASE MANHATTAN BANK, AS TRUSTEE


                                   ----------


                           2001 SUBORDINATED INDENTURE


                            Dated as of June 22, 2001



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



<PAGE>   2

                                TABLE OF CONTENTS

                                   ----------


<TABLE>
<S>                                                                                                              <C>
                                                    ARTICLE ONE
                                                    DEFINITIONS

   SECTION 1.1               .....................................................................................1
                             Affiliate............................................................................2
                             Associated Rights....................................................................2
                             Authenticating Agent.................................................................2
                             Bankruptcy Code......................................................................2
                             Board of Directors...................................................................2
                             Business Day.........................................................................2
                             Code.................................................................................2
                             Commission...........................................................................3
                             Common Stock.........................................................................3
                             Conversion Agent.....................................................................3
                             Conversion Price.....................................................................3
                             Corporate Trust Office...............................................................3
                             Date of Conversion...................................................................3
                             Depositary...........................................................................3
                             Event of Default.....................................................................3
                             Global Security......................................................................3
                             Holder, Holder of Securities, Securityholder.........................................3
                             Indebtedness.........................................................................4
                             Indenture............................................................................4
                             Interest.............................................................................4
                             Issuer...............................................................................5
                             Issuer Order.........................................................................5
                             Last Sale Price......................................................................5
                             Officer's Certificate................................................................5
                             Opinion of Counsel...................................................................5
                             Original issue date..................................................................5
                             Original issue discount..............................................................5
                             Original Issue Discount Security.....................................................5
                             Outstanding..........................................................................5
                             Paying Agent.........................................................................6
                             Periodic Offering....................................................................6
                             Person...............................................................................6
                             Place of Payment.....................................................................7
                             Principal............................................................................7
                             Principal amount.....................................................................7
                             Record date..........................................................................7
                             Registrar............................................................................7
                             Responsible Officer..................................................................7
                             Security or Securities...............................................................7
                             Senior Indebtedness..................................................................7
                             Subsidiary...........................................................................7
                             Trading Day..........................................................................8
                             Trust Indenture Act of 1939..........................................................8
                             Trustee..............................................................................8
</TABLE>



*        This Table of Contents is not part of the Indenture.

<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
                             U.S. Government Obligations..........................................................8
                             Vice president.......................................................................8
                             Yield to Maturity....................................................................8

                                                    ARTICLE TWO
                                                     SECURITIES

   SECTION 2.1               Forms Generally......................................................................8
   SECTION 2.2               Form of Trustee's Certificate of Authentication......................................9
   SECTION 2.3               Amount Unlimited; Issuable in Series.................................................9
   SECTION 2.4               Authentication and Delivery of Securities...........................................12
   SECTION 2.5               Execution of Securities.............................................................15
   SECTION 2.6               Certificate of Authentication.......................................................15
   SECTION 2.7               Denomination and Date of Securities; Payments
                             of Interest.........................................................................16
   SECTION 2.8               Registration, Transfer and Exchange.................................................16
   SECTION 2.9               Mutilated, Defaced, Destroyed, Lost and Stolen
                             Securities..........................................................................19
   SECTION 2.10              Cancellation of Securities; Disposition Thereof.....................................20
   SECTION 2.11              Temporary Securities................................................................20
   SECTION 2.12              Computation of Interest.............................................................21

                                                   ARTICLE THREE
                                              COVENANTS OF THE ISSUER

   SECTION 3.1               Covenants...........................................................................21
   SECTION 3.2               Payment of Principal and Interest...................................................21
   SECTION 3.3               Office for Notices and Payments, etc. ..............................................21
   SECTION 3.4               Appointments to Fill Vacancies in Trustee's Office..................................21
   SECTION 3.5               Provision as to Paying Agent........................................................22
   SECTION 3.6               Corporate Existence.................................................................23
   SECTION 3.7               Maintenance of Properties...........................................................23
   SECTION 3.8               Payment of Taxes and Other Claims...................................................23
   SECTION 3.9               Purchase of Securities at Option of the Holder upon
                             Change in Control...................................................................23
   SECTION 3.10              Effect of Change in Control Purchase Notice.........................................26
   SECTION 3.11              Deposit of Change in Control Purchase Price.........................................27
   SECTION 3.12              Covenant to Comply with Securities Laws upon
                             Purchase of Securities..............................................................27
   SECTION 3.13              Repayment to the Issuer.............................................................28

                                                    ARTICLE FOUR
                                      SECURITYHOLDERS LISTS AND REPORTS BY THE

   SECTION 4.1               Issuer to Furnish Trustee Information as to Names and
                             Addresses of Securityholders........................................................28
   SECTION 4.2               Preservation and Disclosure of Securityholders Lists................................28
   SECTION 4.3               Reports by the Issuer...............................................................30
   SECTION 4.4               Reports by the Trustee..............................................................31
</TABLE>



                                       ii

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<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
                                                    ARTICLE FIVE
                                    REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                                ON EVENT OF DEFAULT

   SECTION 5.1               Events of Default...................................................................32
   SECTION 5.2               Payment of Securities on Default; Suit Therefor.....................................35
   SECTION 5.3               Application of Moneys Collected by Trustee..........................................36
   SECTION 5.4               Proceedings by Securityholders......................................................37
   SECTION 5.5               Proceedings by Trustee..............................................................38
   SECTION 5.6               Remedies Cumulative and Continuing..................................................38
   SECTION 5.7               Direction of Proceedings; Waiver of Defaults by
                             Majority of  Securityholders........................................................39
   SECTION 5.8               Notice of Defaults..................................................................39
   SECTION 5.9               Undertaking to Pay Costs............................................................40
   SECTION 5.10              Trustee May Enforce Claims..........................................................40
   SECTION 5.11              Waiver of Stay or Extension Laws....................................................40

                                                    ARTICLE SIX
                                               CONCERNING THE TRUSTEE

   SECTION 6.1               Duties and Responsibilities of the Trustee; During
                             Default; Prior to Default...........................................................40
   SECTION 6.2               Certain Rights of the Trustee.......................................................42
   SECTION 6.3               Trustee Not Responsible for Recitals, Disposition of
                             Securities or Application of Proceeds Thereof.......................................43
   SECTION 6.4               Trustee and Agents May Hold Securities; Collections,
                             etc. ...............................................................................43
   SECTION 6.5               Moneys Held by Trustee..............................................................43
   SECTION 6.6               Compensation and Indemnification of Trustee and Its
                             Prior Claim.........................................................................43
   SECTION 6.7               Right of Trustee to Rely on Officer's Certificate, etc. ............................44
   SECTION 6.8               Qualification of Trustee; Conflicting Interests.....................................44
   SECTION 6.9               Persons Eligible for Appointment as Trustee.........................................50
   SECTION 6.10              Resignation and Removal; Appointment of Successor
                             Trustee.............................................................................51
   SECTION 6.11              Acceptance of Appointment by Successor Trustee......................................52
   SECTION 6.12              Merger, Conversion, Consolidation or Succession to
                             Business of Trustee.................................................................53
   SECTION 6.13              Preferential Collection of Claims Against the Issuer................................54
   SECTION 6.14              Appointment of Authenticating Agent.................................................57

                                                   ARTICLE SEVEN
                                           CONCERNING THE SECURITYHOLDERS

   SECTION 7.1               Evidence of Action Taken by Securityholders.........................................59
   SECTION 7.2               Proof of Execution of Instruments and of Holding of
                             Securities..........................................................................59
</TABLE>



                                       iii

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<PAGE>   5

<TABLE>
<S>                                                                                                             <C>
   SECTION 7.3               Holders to be Treated as Owners.....................................................59
   SECTION 7.4               Securities Owned by Issuer Deemed Not Outstanding...................................59
   SECTION 7.5               Right of Revocation of Action Taken.................................................60
   SECTION 7.6               Record Date for Consents and Waivers................................................60

                                                   ARTICLE EIGHT
                                              SUPPLEMENTAL INDENTURES

   SECTION 8.1               Supplemental Indentures Without Consent of
                             Securityholders.....................................................................61
   SECTION 8.2               Supplemental Indentures With Consent of
                             Securityholders.....................................................................62
   SECTION 8.3               Effect of Supplemental Indenture....................................................63
   SECTION 8.4               Documents to be Given to Trustee....................................................64
   SECTION 8.5               Notation on Securities in Respect of Supplemental
                             Indentures..........................................................................64
   SECTION 8.6               Subordination Unimpaired............................................................64

                                                    ARTICLE NINE
                                        CONSOLIDATION, MERGER, SALE, LEASE,
                                           EXCHANGE OR OTHER DISPOSITION

   SECTION 9.1               Issuer May Consolidate, etc., on Certain Terms......................................64
   SECTION 9.2               Successor Corporation to be Substituted.............................................65
   SECTION 9.3               Opinion of Counsel to be Given Trustee..............................................66
</TABLE>



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<PAGE>   6

<TABLE>
<S>                                                                                                            <C>
                                                    ARTICLE TEN
                                      SATISFACTION AND DISCHARGE OF INDENTURE;
                                                  UNCLAIMED MONEYS

   SECTION 10.1              Satisfaction and Discharge of Indenture.............................................66
   SECTION 10.2              Application by Trustee of Funds Deposited for Payment
                             of Securities.......................................................................69
   SECTION 10.3              Repayment of Moneys Held by Paying Agent............................................69
   SECTION 10.4              Return of Moneys Held by Trustee and Paying Agent
                             Unclaimed for Two Years.............................................................69
   SECTION 10.5              Indemnity for U.S. Government Obligations...........................................70

                                                   ARTICLE ELEVEN
                                              MISCELLANEOUS PROVISIONS

   SECTION 11.1              Partners, Incorporators, Stockholders, Officers and
                             Directors of Issuer Exempt from Individual Liability................................70
   SECTION 11.2              Provisions of Indenture for the Sole Benefit of Parties
                             and Holders of Senior Indebtedness and of Securities................................70
   SECTION 11.3              Successors and Assigns of Issuer Bound by Indenture.................................70
   SECTION 11.4              Notices and Demands on Issuer, Trustee and Holders
                             of Securities.......................................................................70
   SECTION 11.5              Officer's Certificates and Opinions of Counsel;
                             Statements to be Contained Therein..................................................71
   SECTION 11.6              Payments Due on Saturdays, Sundays and Holidays.....................................72
   SECTION 11.7              Conflict of Any Provision of Indenture with Trust
                             Indenture Act of 1939...............................................................72
   SECTION 11.8              Governing Law.......................................................................73
   SECTION 11.9              Counterparts........................................................................73
   SECTION 11.10             Effect of Headings..................................................................73
   SECTION 11.11             Separability Clause.................................................................73

                                                   ARTICLE TWELVE
                                     REDEMPTION OF SECURITIES AND SINKING FUNDS

   SECTION 12.1              Applicability of Article............................................................73
   SECTION 12.2              Notice of Redemption; Partial Redemptions...........................................73
   SECTION 12.3              Payment of Securities Called for Redemption.........................................75
   SECTION 12.4              Exclusion of Certain Securities from Eligibility for
                             Selection for Redemption............................................................76
   SECTION 12.5              Mandatory and Optional Sinking Funds................................................76
</TABLE>



                                        v

*        This Table of Contents is not part of the Indenture.
<PAGE>   7

<TABLE>
<S>                                                                                                             <C>
                                                  ARTICLE THIRTEEN
                                              CONVERSION OF SECURITIES

   SECTION 13.1              Applicability of Article............................................................78
   SECTION 13.2              Exercise of Conversion Privilege....................................................78
   SECTION 13.3              Fractional Interests................................................................79
   SECTION 13.4              Adjustment of Conversion Price......................................................80
   SECTION 13.5              Continuation of Conversion Privilege in Case of Merger,
                             Consolidation or Sale of Assets.....................................................83
   SECTION 13.6              Notice of Certain Events............................................................84
   SECTION 13.7              Taxes on Conversion.................................................................85
   SECTION 13.8              Issuer to Provide Stock.............................................................85
   SECTION 13.9              Disclaimer of Responsibility for Certain Matters....................................85
   SECTION 13.10             Return of Funds Deposited for Redemption of
                             Converted Securities................................................................86

                                                  ARTICLE FOURTEEN
                                                   SUBORDINATION

   SECTION 14.1              Securities Subordinated to Senior Indebtedness......................................86
   SECTION 14.2              Reliance on Certificate of Liquidating Agent; Further
                             Evidence as to Ownership of Senior Indebtedness.....................................88
   SECTION 14.3              Payment Permitted If No Default.....................................................89
   SECTION 14.4              Disputes with Holders of Certain Senior Indebtedness................................89
   SECTION 14.5              Trustee Not Charged with Knowledge of Prohibition...................................90
   SECTION 14.6              Trustee to Effectuate Subordination.................................................90
   SECTION 14.7              Rights of Trustee as Holder of Senior Indebtedness..................................90
   SECTION 14.8              Article Applicable to Paying Agents.................................................90
   SECTION 14.9              Subordination Rights Not Impaired by Acts or missions
                             of the Issuer or Holders of Senior Indebtedness.....................................91
   SECTION 14.10             Trustee Not Fiduciary for Holders of Senior
                             Indebtedness........................................................................91
   SECTION 14.11             Trust Indenture Act Controls........................................................91
</TABLE>



                                       vi

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<PAGE>   8

                             CROSS REFERENCE SHEET(1)

                                   ----------

         Provisions of Trust Indenture Act of 1939 and 2001 Subordinated
Indenture to be dated as of June 22, 2001 between SERVICE CORPORATION
INTERNATIONAL and THE CHASE MANHATTAN BANK, Trustee:

<TABLE>
<CAPTION>
SECTION OF THE ACT                                                              SECTION OF INDENTURE
------------------                                                              --------------------
<S>                                                                             <C>
310(a)(1), (2) and (5)                                                          6.9
310(a)(3) and (4)                                                               Inapplicable
310(b)                                                                          6.8 and 6.10(a), (b) and (d)
310(c)                                                                          Inapplicable
311(a)                                                                          6.13(a) and (c)
311(b)                                                                          6.13(b) and (c)
311(c)                                                                          Inapplicable
312(a)                                                                          4.1 and 4.2(a)
312(b)                                                                          4.2(a) and (b)(i) and (ii)
312(c)                                                                          4.2(c)
313(a)                                                                          4.4(a)(i), (ii), (iii), (iv), (v),
                                                                                (vi) and (vii)
313(a)(b)                                                                       Inapplicable
313(b)(1)                                                                       Inapplicable
313(b)(2)                                                                       4.4(b)
313(c)                                                                          4.4(c)
313(d)                                                                          4.4(d)
314(a)                                                                          4.3
314(b)                                                                          Inapplicable
314(c)(1) and (2)                                                               11.5
314(c)(3)                                                                       Inapplicable
314(d)                                                                          Inapplicable
314(e)                                                                          11.5
314(f)                                                                          Inapplicable
315(a), (c) and (d)                                                             6.1
315(b)                                                                          5.8
315(e)                                                                          5.9
316(a)(1)                                                                       5.7
316(a)(2)                                                                       Not required
316(a) (last sentence)                                                          7.4
316(b)                                                                          5.4
316(c)                                                                          7.6
317(a)                                                                          5.2
317(b)                                                                          3.5(a)
318(a)                                                                          11.7
</TABLE>


----------

         (1)      This Cross Reference Sheet is not part of the Indenture.

<PAGE>   9

         THIS 2001 SUBORDINATED INDENTURE, dated as of June 22, 2001 between
SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Issuer"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as trustee (the
"Trustee").

                                   WITNESSETH:

         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured subordinated debentures, notes or other evidences of indebtedness
to be issued in one or more series (the "Securities") up to such principal
amount or amounts as may from time to time be authorized in accordance with the
terms of this Indenture;

         WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

         WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

         SECTION 1.1 For all purposes of this Indenture and of any indenture
supplemental hereto, the following terms shall have the respective meanings
specified in this Section 1.1 (except as otherwise expressly provided or unless
the context otherwise clearly requires). All other terms used in this Indenture
that are defined in the Trust Indenture Act of 1939, including terms defined
therein by reference to the Securities Act of 1933, shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of this Indenture (except as herein otherwise expressly
provided or unless the context otherwise clearly requires).

         All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "generally accepted accounting principles"
means such accounting principles as are generally accepted at the date of
execution and delivery of this Indenture.



                                       1
<PAGE>   10

         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. The expressions "date of this Indenture",
"date hereof," "date as of which this Indenture is dated" and "date of execution
and delivery of this Indenture" and other expressions of similar import refer to
the effective date of the original execution and delivery of this Indenture,
viz. June 22, 2001.

         The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

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

         "Associated Rights" means any rights to purchase shares of the Issuer's
capital stock or other securities that are associated with any class of stock
constituting Common Stock for purposes hereof if at the time of the issuance
thereof such rights are not separable from any class of stock except upon the
occurrence of a contingency, whether such rights exist at the date of the
execution hereof or are thereafter issued by the Issuer as a dividend on any
such class of stock or otherwise.

         "Authenticating Agent" shall have the meaning set forth in Section
6.14.

         "Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Code, Sections 101 et seq., or any successor statute thereto.

         "Board of Directors" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act on its behalf.

         "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect.

         "Business Day" means, with respect to any Security, a day that (a) in
the Place of Payment (or in any of the Places of Payment, if more than one) in
which amounts are payable, as specified in the form of such Security, and (b) in
the city in which the Corporate Trust Office is located, is not a day on which
banking institutions are authorized or required by law or regulation to close.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.



                                       2
<PAGE>   11

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution and delivery of this Indenture such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

         "Common Stock" means the common stock, par value $1.00 per share, of
the Issuer as the same exists at the date of execution and delivery of this
Indenture or other capital stock of the Issuer into which such common stock is
reclassified or changed from time to time.

         "Conversion Agent" shall have the meaning set forth in Section 3.3.

         "Conversion Price" shall have the meaning set forth in Section 13.4.

         "Corporate Trust Office" means the office of the Trustee in Dallas,
Texas or Houston, Texas, at which at any particular time its corporate trust
business shall be administered, which, as of the date hereof, is as follows: (a)
for payment, registration, transfer, exchange and tender of the Securities: The
Chase Manhattan Bank, 2001 Bryan Street, 9th Floor, Dallas, Texas 75201,
telephone: (800) 275-2048, telecopy: (214) 672-6122; and (b) for all other
communications relating to the Securities: The Chase Manhattan Bank, 600 Travis
Street, Suite 1150, Houston, Texas 77002, Attention: Global Trust Services for
Service Corporation International, telephone: (713) 216-6686, telecopy: (713)
216-5476.

         The term "covenant" shall have the meaning set forth in Section 3.1.

         "Date of Conversion" shall have the meaning set forth in Section 13.3.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 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" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

         "Event of Default" means any event or condition specified as such in
Section 5.1.

         "Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

         "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such Security
is registered in the



                                       3
<PAGE>   12

security register kept by the Issuer for that purpose in accordance with the
terms hereof.

         "Indebtedness" means, with respect to any Person,

                  (a) (i) the principal of and interest and premium, if any, on
         indebtedness for money borrowed of such Person evidenced by bonds,
         notes, debentures or similar obligations, including any guaranty by
         such Person of any indebtedness for money borrowed of any other Person,
         whether any such indebtedness or guaranty is outstanding on the date of
         this Indenture or is thereafter created, assumed or incurred, (ii) the
         principal of and interest and premium, if any, on indebtedness for
         money borrowed, incurred, assumed or guaranteed by such Person in
         connection with the acquisition by it or any of its subsidiaries of any
         other businesses, properties or other assets and (iii) lease
         obligations which such Person capitalizes in accordance with Statement
         of Financial Accounting Standards No. 13 promulgated by the Financial
         Accounting Standards Board or such other generally accepted accounting
         principles as may be from time to time in effect;

                  (b) any other indebtedness of such Person, including any
         indebtedness representing the deferred and unpaid balance of the
         purchase price of any property or interest therein, including any such
         balance that constitutes a trade account payable, and any guaranty,
         endorsement or other contingent obligation of such Person in respect of
         any indebtedness of another, which is outstanding on the date of this
         Indenture or is thereafter created, assumed or incurred by such Person;
         and

                  (c) any amendments, modifications, refundings, renewals or
         extensions of any indebtedness or obligation described as Indebtedness
         in clause (a) or (b) above.

         "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, including, for all purposes of this instrument and any such supplement,
the provisions of the Trust Indenture Act of 1939 that are deemed to be a part
of and govern this instrument and any such supplement, respectively, and shall
include the forms and terms of particular series of Securities established as
contemplated hereunder.

         The term "interest" means, when used with respect to non-interest
bearing Securities (including, without limitation, any Original Issue Discount
Security which by its terms bears interest only after maturity or upon default
in any other payment due on such Security), interest payable after maturity
(whether at stated maturity, upon acceleration or redemption or otherwise) or
after the date, if any, on which the Issuer becomes obligated to acquire a
Security, whether upon conversion, by purchase or otherwise.



                                       4
<PAGE>   13

         "Issuer" means Service Corporation International, a Texas corporation,
and, subject to Article Nine, its successors and assigns.

         "Issuer Order" means a written statement, request or order of the
Issuer which is signed in its name by the chairman of the Board of Directors,
the president, any vice president or the treasurer of the Issuer.

         "Last Sale Price" shall have the meaning set forth in Section 13.3.

         "Officer's Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5, if and to the extent required by the provisions of such Section
11.5. One of the officers signing any Officer's Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

         "Opinion of Counsel" means an opinion in writing signed by the general
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such
opinion shall include the statements provided for in Section 11.5, if and to the
extent required by the provisions of such Section 11.5.

         The term "original issue date" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

         The term "original issue discount" of any debt security, including any
Original Issue Discount Security, means the difference between the principal
amount of such debt security and the initial issue price of such debt security
(as set forth in the case of an Original Issue Discount Security on the face of
such Security).

         "Original Issue Discount Security" means any Security that 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 5.1.

         "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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



                                       5
<PAGE>   14

                  (b) Securities (other than Securities of any series as to
         which the provisions of Article Ten hereof shall not be applicable), or
         portions thereof, for the payment or redemption of which moneys or U.S.
         Government Obligations (as provided for in Section 10.1) in the
         necessary amount shall have been deposited in trust with the Trustee or
         with any Paying Agent (other than the Issuer) or shall have been set
         aside, segregated and held in trust by the Issuer for the Holders of
         such Securities (if the Issuer shall act as its own Paying Agent),
         provided that, if such Securities, or portions thereof, are to be
         redeemed prior to the maturity thereof, notice of such redemption shall
         have been given as herein provided, or provision satisfactory to the
         Trustee shall have been made for giving such notice;

                  (c) Securities which shall have been paid or in substitution
         for which other Securities shall have been authenticated and delivered
         pursuant to the terms of Section 2.9 (except with respect to any such
         Security as to which proof satisfactory to the Trustee is presented
         that such Security is held by a Person in whose hands such Security is
         a legal, valid and binding obligation of the Issuer); and

                  (d) Securities converted into Common Stock pursuant hereto
         prior to the applicable record date and, for purposes of selection for
         redemption, Securities not deemed Outstanding pursuant to Section 12.2;
         provided, however, that Securities surrendered for conversion during
         the period between the close of business on any record date for such
         Security and the opening of business on the related interest payment
         date (or on the related interest payment date) shall be considered
         Outstanding for purposes of payment of interest on such related
         interest payment date.

         In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee pursuant to an Officer's Certificate)
upon a declaration of acceleration of the maturity thereof pursuant to Section
5.1.

         "Paying Agent" shall have the meaning set forth in Section 3.3.

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption and conversion provisions, if any, with
respect thereto, are to be determined by the Issuer or its agents upon the
issuance of such Securities.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint stock company, trust, estate,



                                       6
<PAGE>   15

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 interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

         The term "principal" of a debt security, including any Security, means
the amount (including, without limitation, if and to the extent applicable, any
premium and, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of any date and for any purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Issuer, upon any purchase or exchange at the option of the Issuer
or the holder of such debt security and upon any acceleration of the maturity of
such debt security).

         The term "principal amount" of a debt security, including any Security,
means the principal amount as set forth on the face of such debt security.

         The term "record date" shall have the meaning set forth in Section 2.7.

         "Registrar" shall have the meaning set forth in Section 3.3.

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

         "Security" or "Securities" has the meaning stated in the first recital
of this Indenture or, as the case may be, securities that have been
authenticated and delivered pursuant to this Indenture.

         "Senior Indebtedness" means Indebtedness of the Issuer outstanding at
any time except (a) any Indebtedness as to which, by the terms of the instrument
creating or evidencing the same, it is provided that such Indebtedness is not
senior in right of payment to the Securities, (b) the Securities, (c) existing
subordinated indebtedness of the Issuer, (d) any Indebtedness of the Issuer to a
wholly-owned Subsidiary of the Issuer, (e) interest accruing after the filing of
a petition initiating any proceeding referred to in Sections 5.1(e) and 5.1(f)
unless such interest is an allowed claim enforceable against the Issuer in a
proceeding under federal or state bankruptcy laws and (f) trade accounts
payable.

         "Subsidiary" means any corporation of which the Issuer, or the Issuer
and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling any one or more of the Issuer and its
Subsidiaries to elect a majority of the directors of such corporation, either at
all times or so long as there is no default or contingency which permits the
holders of any other class or classes of securities to vote for the election of
one or more directors.



                                       7
<PAGE>   16

         "Trading Day" shall have the meaning set forth in Section 13.3.

         "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1, 8.2 and 13.5) means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

         "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also 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 the Securities of such series.

         "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

         The term "vice president", when used with respect to the Issuer 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."

         "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

                                   ARTICLE TWO
                                   SECURITIES

         SECTION 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officer's Certificate detailing such establishment) or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner permitted by the
rules of



                                       8
<PAGE>   17

any securities exchange on which the Securities may be listed, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

                                       THE CHASE MANHATTAN BANK, as Trustee



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

         If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
certificate of authentication which shall be substantially as follows:

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

                                       THE CHASE MANHATTAN BANK, as Trustee



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


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

         SECTION 2.3 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series and the Securities
of each such series shall rank equally and pari passu with the Securities of
each other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
Fourteen, to all Senior Indebtedness. There shall be established in or pursuant
to one or more Board



                                       9
<PAGE>   18

Resolutions (and, to the extent established pursuant to rather than set forth in
a Board Resolution, in an Officer's Certificate detailing such establishment) or
established in one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series:

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

                           (2) whether the Securities will be convertible into
                  Common Stock (or cash in lieu thereof) and, if so, the terms
                  and conditions upon which such conversion will be effected
                  including the initial Conversion Price and any adjustments
                  thereto in addition to or different from those set forth in
                  Section 13.4, the conversion period and other provisions in
                  addition to or in lieu of those set forth herein;

                           (3) any limit upon the aggregate principal amount of
                  the Securities of the series that may be authenticated and
                  delivered under this Indenture (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of the
                  series pursuant to Section 2.8, 2.9, 2.11, 8.5, 12.3 or 13.2);

                           (4) the date or dates on which the principal of the
                  Securities of the series is payable;

                           (5) the rate or rates at which the Securities of the
                  series shall bear interest, if any, the date or dates from
                  which any such interest shall accrue, the dates or dates on
                  which any such interest shall be payable and the date or dates
                  on which a record shall be taken for the determination of
                  Holders to whom any such interest is payable or the method by
                  which such rate or rates or date or dates shall be determined
                  or both;

                           (6) the place or places where and the manner in which
                  the principal of and any interest on Securities of the series
                  shall be payable and the office or agency for the Securities
                  of the series maintained by the Issuer pursuant to Section 3.3
                  (if other than as provided in Section 3.3);

                           (7) any provisions relating to the issuance of
                  Securities of such series at an original issue discount
                  (including, without limitation, the issue price thereof, the
                  rate or rates at which such original issue discount shall
                  accrue, if any, and the date or dates from or to which or
                  period or periods during which such original issue discount
                  shall accrue at such rate or rates);



                                       10
<PAGE>   19

                           (8) the right, if any, of the Issuer to redeem,
                  purchase or repay Securities of the series, in whole or in
                  part, at its option and the period or periods within which,
                  the price or prices (or the method by which such price or
                  prices shall be determined or both) at which, the form or
                  method of payment therefor if other than in cash and any terms
                  and conditions upon which and the manner in which (if
                  different from the provisions of Article Twelve) Securities of
                  the series may be so redeemed, purchased or repaid, in whole
                  or in part, pursuant to any sinking fund or otherwise;

                           (9) the obligation, if any, of the Issuer to redeem,
                  purchase or repay Securities of the series, in whole or in
                  part, pursuant to any mandatory redemption, sinking fund or
                  analogous provisions or at the option of a Holder thereof and
                  the period or periods within which, the price or prices (or
                  the method by which such price or prices shall be determined
                  or both) at which, the form or method of payment therefor if
                  other than in cash and any terms and conditions upon which and
                  the manner in which (if different from the provisions of
                  Article Twelve) Securities of the series shall be redeemed,
                  purchased or repaid, in whole or in part, pursuant to such
                  obligation;

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

                           (11) if other than the principal amount thereof, the
                  portion of the principal amount of Securities of the series
                  which shall be payable upon acceleration of the maturity
                  thereof;

                           (12) whether the Securities of the series will be
                  issuable as Global Securities;

                           (13) if the Securities of such series are to be
                  issuable in definitive form (whether upon original issue or
                  upon exchange of a temporary Security of such series) only
                  upon receipt of certain certificates or other documents or
                  satisfaction of other conditions, the form and terms of such
                  certificates, documents or conditions;

                           (14) any trustees, depositaries, authenticating or
                  paying agents, transfer agents or registrars, conversion
                  agents or any other agents with respect to the Securities of
                  such series;

                           (15) any deleted, modified or additional events of
                  default or remedies or any deleted, modified or additional
                  covenants with respect to the Securities of such series;



                                       11
<PAGE>   20

                           (16) whether the provisions of Section 10.1(C) will
                  be applicable to Securities of such series;

                           (17) if the amounts of payments of principal of and
                  interest on the Securities of such series are to be determined
                  with reference to an index, the manner in which such amounts
                  shall be determined; and

                           (18) any other terms of the series (which terms shall
                  not be inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officer's Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any such indenture
supplemental hereto.

         Any such Board Resolution or Officer's Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of this Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officer's Certificate were
set forth herein in full.

         SECTION 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. In authenticating the Securities
of such series and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at or before
the time of the first request of the Issuer to the Trustee to authenticate
Securities of such series) and (subject to Section 6.1) shall be fully protected
in relying upon, unless and until such documents have been superseded or
revoked:

                           (1) an Issuer Order requesting such authentication
                  and setting forth delivery instructions if the Securities of
                  such series are not to be delivered to the Issuer, provided
                  that, with respect to Securities of a series subject to a
                  Periodic Offering, (a) such Issuer Order may be



                                       12
<PAGE>   21

                  delivered by the Issuer to the Trustee prior to the delivery
                  to the Trustee of such Securities for authentication and
                  delivery, (b) the Trustee shall authenticate and deliver
                  Securities of such series for original issue from time to
                  time, in an aggregate principal amount not exceeding the
                  aggregate principal amount established for such series,
                  pursuant to an Issuer Order or pursuant to procedures
                  acceptable to the Trustee as may be specified from time to
                  time by an Issuer Order, (c) the maturity date or dates,
                  original issue date or dates, interest rate or rates, if any,
                  and any other terms of Securities of such series shall be
                  determined by an Issuer Order or pursuant to such procedures,
                  (d) if provided for in such procedures, such Issuer Order may
                  authorize authentication and delivery pursuant to electronic
                  instructions from the Issuer or its duly authorized agent or
                  agents, and (e) after the original issuance of the first
                  Security of such series to be issued, any separate request by
                  the Issuer that the Trustee authenticate Securities of such
                  series for original issuance will be deemed to be a
                  certification by the Issuer that it is in compliance with all
                  conditions precedent provided for in this Indenture relating
                  to the authentication and delivery of such Securities;

                           (2) the Board Resolution, Officer's Certificate or
                  executed supplemental indenture referred to in Sections 2.1
                  and 2.3 by or pursuant to which the form or forms and terms of
                  the Securities of such series were established;

                           (3) an Officer's Certificate setting forth the form
                  or forms and terms of the Securities stating that the form or
                  forms and terms of the Securities have been established
                  pursuant to Sections 2.1 and 2.3 and comply with this
                  Indenture and covering such other matters as the Trustee may
                  reasonably request; and

                           (4) at the option of the Issuer, either an Opinion of
                  Counsel, or a letter from legal counsel addressed to the
                  Trustee permitting it to rely on an Opinion of Counsel,
                  substantially to the effect that:

                           (a) in the case of an underwritten offering, the
                  Securities of such series are in the form or forms
                  contemplated by this Indenture and have been duly and validly
                  authorized as contemplated by this Indenture;

                           (b) in the case of an offering that is not
                  underwritten, the Securities of such series are in the form or
                  forms contemplated by this Indenture, certain terms of the
                  Securities of such series have been established pursuant to a
                  Board Resolution, an Officer's Certificate or a supplemental
                  indenture in accordance with this Indenture, and when such
                  other terms as are to be established pursuant to procedures
                  set forth in an Issuer Order shall have been established, all
                  such terms will



                                       13
<PAGE>   22

                  have been duly authorized by the Issuer and will have been
                  established in conformity with the provisions of this
                  Indenture;

                           (c) when the Securities of such series have been
                  executed by the Issuer and authenticated by the Trustee in
                  accordance with the provisions of this Indenture and delivered
                  to and duly paid for by the purchasers thereof, they will have
                  been duly issued under this Indenture and will be valid and
                  legally binding obligations of the Issuer, enforceable in
                  accordance with their respective terms, and will be entitled
                  to the benefits of this Indenture; and

                           (d) (1) the execution and delivery by the Issuer of,
                  and the performance by the Issuer of its obligations under,
                  the Securities of such series will not contravene (i) any
                  provision of applicable law or the articles of incorporation
                  or by-laws of the Issuer or any agreement or other instrument
                  binding upon the Issuer or any of its Subsidiaries that is
                  material to the Issuer and its Subsidiaries, considered as one
                  enterprise, or (ii) to such counsel's knowledge after the
                  inquiry indicated therein, any judgment, order or decree of
                  any governmental agency or any court having jurisdiction over
                  the Issuer or any Subsidiary; and (2) no consent, approval or
                  authorization of any governmental body or agency is required
                  for the performance by the Issuer of its obligations under the
                  Securities, except such as are specified and have been
                  obtained and such as may be required by the securities or blue
                  sky laws of the various states in connection with the offer
                  and sale of the Securities.

         In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Texas and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees or
Responsible Officers shall determine that



                                       14
<PAGE>   23

such action would expose the Trustee to personal liability to existing Holders
or would adversely affect the Trustee's own rights, duties or immunities under
the Securities, this Indenture or otherwise.

         If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the 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."

         Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

         SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of the Board of Directors, the president,
any vice president or the treasurer of the Issuer, under its corporate seal
which may, but need not, be attested by its secretary or one of its assistant
secretaries. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. 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.

         In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

         SECTION 2.6 Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore



                                       15
<PAGE>   24

recited, executed by the Trustee by the manual signature of one of its
authorized signatories, or its Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee, or its Authenticating Agent, upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

         SECTION 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

         Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest, if any, shall be payable on the dates, established as contemplated by
Section 2.3.

         The Person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered (a) at the close of business on a subsequent record date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date or (b) as determined by such other procedure as is
mutually acceptable to the Issuer and the Trustee. The term "record date" as
used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date
specified as such in the terms of the Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the fifteenth day of
the next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month, whether
or not such record date is a Business Day.

         SECTION 2.8 Registration, Transfer and Exchange. The Issuer will keep
at the office of each Registrar for each series of Securities a register or
registers in which,



                                       16
<PAGE>   25

subject to such reasonable regulations as it may prescribe, it will provide for
the registration of Securities of each series and the registration of transfer
of Securities of such series. Each such register shall be in written form in the
English language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such register or registers
shall be open for inspection and available for copying by the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at the office of any Registrar, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series, maturity date,
interest rate, if any, and original issue date in authorized denominations for a
like aggregate principal amount.

         All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

         At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the office of the Registrar.

         The Issuer 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 of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

         The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

         Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.



                                       17
<PAGE>   26

         If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities in exchange for such Global Security or
Securities.

         The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer shall execute, and the Trustee, upon receipt of an Officer's
Certificate for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, Securities of such series in definitive
registered form, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such Securities, in exchange for such Global Security or
Securities.

         If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

                  (i) to the Person specified by such Depositary, a new Security
         or Securities of the same series, of any authorized denominations as
         requested by such Person, in an aggregate principal amount equal to and
         in exchange for such Person's beneficial interest in the Global
         Security; and

                  (ii) to such Depositary a new Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Security and the aggregate principal
         amount of Securities authenticated and delivered pursuant to clause (i)
         above.

         Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form



                                       18
<PAGE>   27

issued in exchange for a Global Security pursuant to this Section 2.8 shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee or an agent of the Issuer
or the Trustee. The Trustee or such agent shall deliver at its office such
Securities to or as directed by the Persons in whose names such Securities are
so registered.

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

         SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee, in the absence of
notice to the Trustee that such Security has been acquired by a bona fide
purchaser, shall authenticate and deliver a new Security of the same series,
maturity date, interest rate, if any, and original issue date, bearing a number
or other distinguishing symbol not contemporaneously outstanding, in exchange
and substitution for the mutilated or defaced Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by the Trustee to indemnify and defend and to save each of the
Trustee and the Issuer harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

         Upon the issuance of any substitute Security, the Issuer 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 or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full or is being surrendered for conversion in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of
issuing a substitute Security, pay or authorize the payment of the same or the
conversion of such Security (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment or conversion
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to hold each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of the
Issuer or the Trustee evidence to the Trustee's satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section 2.9 by virtue of the fact that any such Security is
destroyed, lost or stolen



                                       19
<PAGE>   28

shall constitute an additional contractual obligation of the Issuer, 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 (but shall be subject to all
the limitations of rights set forth in) this Indenture equally and
proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement, payment or conversion
of mutilated, defaced, destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement, payment or
conversion of negotiable instruments or other securities without their
surrender.

         SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, purchase, redemption, registration of
transfer, exchange or conversion, or for credit against any payment in respect
of a sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities held by it, or hold such
Securities in accordance with its standard retention policy, and deliver a
certificate of disposition or retention to the Issuer. If the Issuer or its
agent shall acquire any of the Securities, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee or its agent for
cancellation.

         SECTION 2.11 Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.3 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this



                                       20
<PAGE>   29

Indenture as definitive Securities of such series, unless otherwise established
pursuant to Section 2.3.

         SECTION 2.12 Computation of Interest. Except as otherwise specified as
contemplated by Section 2.1 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                  ARTICLE THREE
                             COVENANTS OF THE ISSUER

         SECTION 3.1 Covenants. The term "covenants", whenever used herein with
respect to the covenants of the Issuer applicable to Securities of any series,
includes without limitation the covenants set forth in this Article Three,
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the Board Resolution or supplemental
indenture establishing such series of Securities or in the form of Security for
such series.

         SECTION 3.2 Payment of Principal and Interest. The Issuer covenants and
agrees that it will duly and punctually pay or cause to be paid the principal of
and interest, if any, on each of the Securities at the place, at the respective
times and in the manner provided in the Securities.

         SECTION 3.3 Office for Notices and Payments, etc. So long as any of the
Securities are Outstanding, the Issuer will maintain in each Place of Payment,
an office or agency where the Securities may be presented for payment ("Paying
Agent"), an office or agency where the Securities may be presented for
registration of transfer and for exchange ("Registrar") and, if applicable, an
office or agency where the Securities may be presented for conversion
("Conversion Agent") as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. The Issuer hereby initially designates the Corporate
Trust Office for each such purpose and appoints the Trustee as Registrar, Paying
Agent, Conversion Agent and as the agent upon whom notices and demands may be
served with respect to the Securities.

         SECTION 3.4 Appointments to Fill Vacancies in Trustee's Office. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.



                                       21
<PAGE>   30

         SECTION 3.5 Provision as to Paying Agent.

         (a) If the Issuer shall appoint a Paying Agent other than the Trustee,
it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.5,

                           (1) that it will hold all sums held by it as such
                  agent for the payment of the principal of or interest, if any,
                  on the Securities (whether such sums have been paid to it by
                  the Issuer or by any other obligor on the Securities) in trust
                  for the benefit of the Holders of the Securities or the
                  Trustee; and

                           (2) that it will give the Trustee notice of any
                  failure by the Issuer (or by any other obligor on the
                  Securities) to make any payment of the principal of or
                  interest, if any, on the Securities when the same shall be due
                  and payable; and

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

         (b) If the Issuer shall act as its own Paying Agent, it will, on or
before each due date of the principal of or interest, if any, on the Securities,
set aside, segregate and hold in trust for the benefit of the Holders of the
Securities a sum sufficient to pay such principal or interest, if any, so
becoming due and will notify the Trustee of any failure to take such action and
of any failure by the Issuer (or by any other obligor under the Securities) to
make any payment of the principal of or interest, if any, on the Securities when
the same shall become due and payable.

         (c) Anything in this Section 3.5 to the contrary notwithstanding, the
Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any Paying Agent hereunder, as
required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

         (d) Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any Paying Agent to hold sums in trust as provided
in this Section 3.5 is subject to Sections 10.3 and 10.4.

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



                                       22
<PAGE>   31

         SECTION 3.6 Corporate Existence. Subject to, and except as otherwise
provided in, Article Nine, the Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence,
and franchise to be a corporation, and will remain qualified as a foreign
corporation in good standing in each jurisdiction wherein the ownership of its
assets or the conduct of its business requires it to be so qualified, except
where the failure to so qualify would not have a material adverse effect on the
Issuer and its Subsidiaries taken as a whole.

         SECTION 3.7 Maintenance of Properties. The Issuer will cause all
properties used or useful in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times; provided, however, that nothing in this Section shall prevent the
Issuer from discontinuing the operation or maintenance of any of such properties
if such discontinuance is, in the judgment of the Issuer, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

         SECTION 3.8 Payment of Taxes and Other Claims. The Issuer will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Issuer or any Subsidiary; provided, however, that the Issuer
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

         SECTION 3.9 Purchase of Securities at Option of the Holder upon Change
in Control.

         (a) If on or prior to maturity, there shall have occurred a Change in
Control (as defined herein), the Securities shall be purchased, at the option of
the holder thereof, by the Issuer at the purchase price specified in the
Securities (the "Change in Control Purchase Price"), on the date that is 35
Business Days after the occurrence of the Change in Control (the "Change in
Control Purchase Date"), subject to Article Fourteen and satisfaction by or on
behalf of the holder of the requirements set forth in Section 3.9(c). A "Change
in Control" shall be deemed to have occurred at such time as any of the
following events shall occur:

                  (i) Any person (for purposes of paragraph (i) of this Section
         3.9 only, the term "person" shall mean a "person" as defined in or for
         purposes of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act of
         1934 (as defined herein), or any successor provision to either of the
         foregoing, including any "group" acting



                                       23
<PAGE>   32

         for the purpose of acquiring, holding or disposing of securities within
         the meaning of Rule 13d-5(b)(1) under the Exchange Act of 1934),
         together with its Affiliates and Associates (as defined herein), shall
         file a report under or in response to Schedule 13D or 14D-1 (or any
         successor schedule, form or report) pursuant to the Exchange Act of
         1934 (including any rule or regulation promulgated pursuant thereto)
         disclosing that such person has become the beneficial owner (as the
         term "beneficial owner" is defined in Rule 13(d)(3) under the Exchange
         Act of 1934, or any successor provision) of either (A) 50% or more of
         the shares of Common Stock then outstanding or (B) 50% or more of the
         voting power of the Voting Stock (as defined herein) of the Issuer then
         outstanding; provided, however, that for purposes of paragraph (i) of
         this Section 3.9, a person shall not be deemed the beneficial owner of
         (1) any securities tendered pursuant to a tender offer or exchange
         offer made by or on behalf of such person, or its Affiliates or
         Associates, until such tendered securities are accepted for purchase or
         exchange thereunder, or (2) any securities in respect of which
         beneficial ownership by such person arises solely as a result of a
         revocable proxy delivered in response to a proxy or consent
         solicitation that is made pursuant to, and in accordance with, the
         Exchange Act of 1934 and the applicable rules and regulations
         thereunder and not then reportable on Schedule 13D (or any successor
         schedule, form or report) under the Exchange Act of 1934.

                  (ii) There shall be consummated any sale, transfer, lease or
         conveyance of all or substantially all of the properties and assets of
         the Issuer to any other corporation or corporations or other person or
         persons (other than a Subsidiary of the Issuer).

                  (iii) There shall be consummated any consolidation of the
         Issuer with or merger of the Issuer with or into any other corporation
         or corporations or entity or entities (whether or not affiliated with
         the Issuer) in which the Issuer is not the sole surviving or continuing
         corporation or pursuant to which the shares of Common Stock outstanding
         immediately prior to the consummation of such consolidation or merger
         are converted into cash, securities or other property, other than a
         consolidation or merger in which the holders of shares of Common Stock
         receive, directly or indirectly, (A) 75% or more of the common stock of
         the sole surviving or continuing corporation outstanding immediately
         following the consummation of such consolidation or merger and (B)
         securities representing 75% or more of the combined voting power of the
         Voting Stock of the sole surviving or continuing corporation
         outstanding immediately following the consummation thereof of such
         consolidation or merger.

                  "Exchange Act of 1934" shall mean the Securities Exchange Act
         of 1934, as amended, including any successor statute or any rule or
         regulation promulgated pursuant thereto.



                                       24
<PAGE>   33

                  "Voting Stock" shall mean, with respect to any person, the
         capital stock of such person having general voting power under ordinary
         circumstances to elect at least a majority of the board of directors,
         managers or trustees of such person (irrespective of whether or not at
         the time capital stock of any other class or classes shall have or
         might have voting power by reason of the happening of any contingency).

                  "Associate" shall have the meaning ascribed to such term in
          Rule l2b-2 under the Exchange Act of 1934, as in effect on the date
          hereof.

         (b) Within 15 Business Days after the occurrence of a Change in
Control, the Issuer shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law, including, without limitation, Rule 13e-4) and shall
cause a copy of such notice to be published at least once in the national
edition of The Wall Street Journal or another daily newspaper of national
circulation. The notice shall include or transmit a form of Change in Control
Purchase Notice (as described below) to be completed by the holder and shall
state:

                           (1) the events causing a Change in Control and the
                  date of such Change in Control;

                           (2) the date by which the Change in Control Purchase
                  Notice pursuant to this Section 3.9 must be given;

                           (3) the Change in Control Purchase Date;

                           (4) the Change in Control Purchase Price;

                           (5) the name and address of the Trustee and the
                  office or agency referred to in Section 3.3;

                           (6) that the Securities must be surrendered to the
                  Trustee or the office or agency referred to in Section 3.3 to
                  collect payment;

                           (7) that the Change in Control Purchase Price for any
                  Security as to which a Change in Control Purchase Notice has
                  been duly given and not withdrawn will be paid promptly
                  following the later of the Change in Control Purchase Date or
                  the time of surrender of such Securities as described in (6);

                           (8) the procedures the holder must follow to exercise
                  rights under this Section 3.9 and a brief description of those
                  rights; and



                                       25
<PAGE>   34

                           (9) the procedures for withdrawing a Change in
                  Control Purchase Notice.

         (c) A holder may exercise its rights specified in Section 3.9(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Trustee or to the office or agency referred to in Section 3.3 at any time
prior to the close of business on the Change in Control Purchase Date, stating:

                           (1) the certificate number or numbers of the Security
                  or Securities which the holder will deliver to be purchased;

                           (2) the portion of the principal amount of the
                  Security or Securities which the holder will deliver to be
                  purchased, which portion must be $1,000 or an integral
                  multiple thereof; and

                           (3) that such Security or Securities shall be
                  purchased on the Change in Control Purchase Date pursuant to
                  the terms and conditions specified in the Securities.

         The delivery of the Securities by hand or by registered mail prior to,
on or after the Change in Control Purchase Date (together with all necessary
endorsements), to the Trustee or to the office or agency referred to in Section
3.3 shall be a condition precedent to the obligation of the Issuer to pay to the
Holder the Change in Control Purchase Price therefor; provided, however, that
such Change in Control Purchase Price shall be so paid pursuant to this Section
3.9 only if the Securities so delivered to the Trustee or such office or agency
shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Trustee or to the office or agency referred to in Section 3.3, the Change
in Control Purchase Notice contemplated by this Section 3.9(c) shall have the
right to withdraw such Change in Control Purchase Notice at any time prior to or
on the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Trustee or to such office or agency in accordance with Section
3.10.

         (d) Upon receipt by the Issuer of the Change in Control Purchase Notice
specified in Section 3.9(c), the Holder of the Securities in respect of which
such Change in Control Purchase Notice was given shall (unless such Change in
Control Purchase Notice is withdrawn as specified in the following paragraph)
thereafter be entitled to receive solely the Change in Control Purchase Price
with respect to such Securities. Such Change in Control Purchase Price shall be
paid to such Holder promptly following the later of (x) the Change in Control
Purchase Date, as the case may be, with respect to such Securities (provided the
conditions in Section 3.9(c), as applicable, have been satisfied) and (y) the
time of delivery of such Securities to the Trustee or to the office or agency
referred to in Section 3.3 by the holder thereof in the manner required by
Section 3.9(c), as applicable. Securities in respect of which a



                                       26
<PAGE>   35

Change in Control Purchase Notice has been given by the Holder thereof may not
be converted into shares of Common Stock on or after the date of the delivery of
such Change in Control Purchase Notice, unless such Change in Control Purchase
Notice has first been validly withdrawn as specified in the following paragraph.

         A Change in Control Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Trustee or to the
office or agency referred to in Section 3.3 at any time prior to the close of
business on the Change in Control Purchase Date, specifying:

                           (1) the certificate number or numbers of the Security
                  or Securities in respect of which such notice of withdrawal is
                  being submitted;

                           (2) the principal amount of the Security or
                  Securities with respect to which such notice of withdrawal is
                  being submitted; and

                           (3) the principal amount, if any, of such Security or
                  Securities which remains subject to the original Change in
                  Control Purchase Notice, and which has been or will be
                  delivered for purchase by the Issuer.

         There shall be no purchase of any Securities pursuant to Section 3.9 if
there has occurred and is continuing an Event of Default (other than a default
in the payment of the Change in Control Purchase Price).

         (e) Prior to 12:00 Noon (local time in the City of New York) on the
business day following the Change in Control Purchase Date, the Issuer shall
deposit with the Trustee (or, if the Issuer or a Subsidiary or an Affiliate of
either of them is acting as paying agent, shall segregate and hold in trust as
provided in Section 3.5(b)) an amount of cash in immediately available funds or
securities, if expressly permitted hereunder, sufficient to pay the aggregate
Change in Control Purchase Price, of all the Securities or portions thereof
which are to be purchased. If a deposit is made with the Trustee of the
aforesaid amount of cash or securities, the Securities or portions thereof with
respect to which a Change in Control Purchase Notice has been delivered and not
validly withdrawn shall become due and payable as of the business day following
the applicable Change in Control Purchase Date, and on and after such date
interest on such Securities shall cease and all other rights of the holders
thereof shall terminate, other than the right to receive the Change in Control
Purchase Price upon delivery of such Securities to the Trustee.

         (f) In connection with any purchase of securities under this Section
3.9, the Issuer shall (i) comply with Rule 13e-4, Rule 14e-1 and any other
tender offer rules under the Exchange Act of 1934 which may then be applicable,
(ii) file the related Schedule 13E-4 (or any successor schedule, form or report)
under the Exchange Act of 1934, if applicable, and (iii) otherwise comply with
all Federal and state securities laws regulating the purchase of the Securities
(including positions of the Commission under



                                       27
<PAGE>   36

applicable no-action letters) so as to permit the rights and obligations under
this Section 3.9 to be exercised in the time and in the manner specified herein.

         (g) The Trustee shall return to the Issuer any cash, together with
interest or dividends, if any, thereon (subject to the provisions of Section
6.5) held by it for the payment of the Change in Control Purchase Price of the
Securities that remain unclaimed as provided in the Securities; provided,
however, that to the extent that the aggregate amount of cash deposited by the
Issuer pursuant to Section 3.9(e) exceeds the aggregate Change in Control
Purchase Price of the Securities or portions thereof to be purchased, then
promptly after the Change in Control Purchase Date, the Trustee shall return any
such excess to the Issuer, together with interest or dividends, if any, thereon
(subject to the provisions of Section 6.5).

                                  ARTICLE FOUR
                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

         SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may require containing all the
information in the possession or control of the Issuer or any of its Paying
Agents (other than the Trustee) regarding the names and addresses of the Holders
of the Securities of each series as of a date not more than 15 days prior to the
time such information is furnished:

         (a) semiannually and not more than 15 days after each March 1 and
September 1; and

         (b) at such other times as the Trustee may request in writing, within
30 days after receipt by the Issuer of any such request;

provided that if and so long as the Trustee shall be the Registrar for such
series, such list shall not be required to be furnished.

         SECTION 4.2 Preservation and Disclosure of Securityholders Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1, and (ii) received by it in the capacity of Registrar
or Paying Agent for such series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.



                                       28
<PAGE>   37

         (b) In case three or more Holders of Securities (hereinafter 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 of
Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities, and such application
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 to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.2, or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series or of all Securities, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 4.2, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.

         If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, 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 of
Securities of such series or of all Securities, as the case may be, 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 the objections so sustained have
been met, and shall enter an order so declaring, the Trustee shall mail copies
of such material to all such Securityholders 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.



                                       29
<PAGE>   38

         (c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section 4.2, 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 such subsection (b).

         SECTION 4.3 Reports by the Issuer. The Issuer covenants:

         (a) to file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Issuer is not required to file information, documents or
reports pursuant to either of such Sections, then to 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
Securities Exchange Act of 1934 in respect of a debt security listed and
registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

         (b) to 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
Issuer with the conditions and covenants provided for in this Indenture as may
be required from time to time by such rules and regulations;

         (c) to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission; and

         (d) furnish to the Trustee, not less than annually, an Officer's
Certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.



                                       30
<PAGE>   39

         SECTION 4.4 Reports by the Trustee. (a) Within 60 days after September
15 of each year commencing with the year 2001, the Trustee shall transmit by
mail to the Holders of Securities, as provided in subsection (c) of this Section
4.4, a brief report dated as of such September 15 with respect to any of the
following events which may have occurred within the last 12 months (but if no
such event has occurred within such period, no report need be transmitted):

                  (i) any change to its eligibility under Section 6.9 and its
         qualification under Section 6.8;

                  (ii) the creation of, or any material change to, a
         relationship specified in paragraph (i) through (x) of Section 6.8(c);

                  (iii) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof made by the Trustee (as such) which remain unpaid on the date
         of such report and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities of any series,
         on any property or funds held or collected by it as Trustee, except
         that the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of all Securities Outstanding on the
         date of such report;

                  (iv) the amount, interest rate, if any, and maturity date of
         all other indebtedness owing by the Issuer (or by any other obligor on
         the Securities) to the Trustee in its individual capacity on the date
         of such report, with a brief description of any property held as
         collateral security therefor, except any indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6.13(b)(2), (3), (4) or (6);

                  (v) any change to the property and funds, if any, physically
         in the possession of the Trustee (as such) on the date of such report;

                  (vi) any additional issue of Securities which the Trustee has
         not previously reported; and

                  (vii) any action taken by the Trustee in the performance of
         its duties under this Indenture which it has not previously reported
         and which in its opinion materially affects the Securities, except
         action in respect of a default, notice of which has been or is to be
         withheld by it in accordance with the provisions of Section 5.8.

         (b) The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section 4.4, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so to
state, the



                                       31
<PAGE>   40

circumstances surrounding the making thereof) made by the Trustee, as such,
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 4.4 (or if no such report has yet been so
transmitted, since the date of this Indenture) for the reimbursement of which it
claims or may claim a lien or charge prior to that of the Securities of such
series on property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
all Securities Outstanding at such time, such report to be transmitted within 90
days after such time.

         (c) Reports pursuant to this Section shall be transmitted by mail:

                  (i) to all Holders of Securities, as the names and addresses
         of such Holders appear upon the registry books of the Issuer; and

                  (ii) to all other Persons to whom such reports are required to
         be transmitted pursuant to Section 313(c) of the Trust Indenture Act of
         1939.

         (d) A copy of each such report shall, at the time of such transmission
to Securityholders, be furnished to the Issuer and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable series are
listed and also with the Commission. The Issuer agrees to notify the Trustee
with respect to any series when and as the Securities of such series become
admitted to trading on any national securities exchange.

                                  ARTICLE FIVE
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 5.1 Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one or more of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Fourteen or otherwise), unless it is
either inapplicable to a particular series or is specifically deleted or
modified in or pursuant to the Board Resolution or supplemental indenture
establishing such series of Securities or in the form of Security for such
series:

         (a) default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

         (b) default in the payment of the principal of any of the Securities of
such series as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or



                                       32
<PAGE>   41

         (c) default in the payment or satisfaction of any sinking fund or other
purchase obligation with respect to Securities of such series, as and when such
obligation shall become due and payable; or

         (d) failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series or in this Indenture continued for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Issuer by the Trustee by registered mail, or to the
Issuer and the Trustee by the Holders of at least 25 percent in aggregate
principal amount of the Securities of such series then Outstanding; or

         (e) without the consent of the Issuer a court having jurisdiction shall
enter an order for relief with respect to the Issuer under the Bankruptcy Code
or without the consent of the Issuer a court having jurisdiction shall enter a
judgment, order or decree adjudging the Issuer a bankrupt or insolvent, or enter
an order for relief for reorganization, arrangement, adjustment or composition
of or in respect of the Issuer under the Bankruptcy Code or applicable state
insolvency law and the continuance of any such judgment, order or decree is
unstayed and in effect for a period of 60 consecutive days; or

         (f) the Issuer shall institute proceedings for entry of an order for
relief with respect to the Issuer under the Bankruptcy Code or for an
adjudication of insolvency, or shall consent to the institution of bankruptcy or
insolvency proceedings against it, or shall file a petition seeking, or seek or
consent to reorganization, arrangement, composition or relief under the
Bankruptcy Code or any applicable state law, or shall consent to filing of such
petition or to the appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator or similar official of the Issuer or of substantially all
of its property, or the Issuer shall make a general assignment for the benefit
of creditors as recognized under the Bankruptcy Code; or

         (g) default under any bond, debenture, note or other evidence of
Indebtedness for money borrowed by the Issuer or under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Issuer, whether such
Indebtedness exists on the date hereof or shall hereafter be created, which
default shall have resulted in such Indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, or any default in payment of such Indebtedness (after the expiration of
any applicable grace periods and the presentation of any debt instruments, if
required), if the aggregate amount of all such Indebtedness which has been so
accelerated and with respect to which there has been such a default in payment
shall exceed $50,000,000, without each such default and acceleration having been
rescinded or annulled within a period of 30 days after there shall have been
given to the Issuer by the Trustee by registered mail, or to the Issuer and the
Trustee by the Holders of at least 25 percent in aggregate principal amount of
the Securities of such series then Outstanding, a



                                       33
<PAGE>   42

written notice specifying each such default and requiring the Issuer to cause
each such default and acceleration to be rescinded or annulled and stating that
such notice is a "Notice of Default" hereunder; or

         (h) any other Event of Default provided with respect to the Securities
of such series.

         If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the unpaid principal amount (or, if the Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all the
Securities of such series and the interest, if any, accrued thereon to be due
and payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the
Securities of such series contained to the contrary notwithstanding. This
provision, however, is subject to the condition that, if at any time after the
unpaid principal amount (or such specified amount) of the Securities of such
series shall have been so declared due and payable and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest, if any, upon all of
the Securities of such series and the principal of any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest, if any, to the extent that payment
of such interest is enforceable under applicable law and on such principal at
the rate borne by the Securities of such series to the date of such payment or
deposit) and the reasonable compensation, disbursements, expenses and advances
of the Trustee, its agents, attorneys and counsel, and any and all defaults
under this Indenture, other than the nonpayment of such portion of the principal
amount of and accrued interest, if any, on Securities of such series which shall
have become due by acceleration, shall have been cured or shall have been waived
in accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor -- then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon. If any Event of Default with respect to the
Issuer specified in Section 5.1(e) or 5.1(f) occurs, the unpaid principal amount
(or, if the Securities of any series then Outstanding are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of each such series) and accrued interest on all Securities of each
series then Outstanding shall ipso facto become and



                                       34
<PAGE>   43

be immediately due and payable without any declaration or other act by the
Trustee or any Securityholder.

         If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Issuer, the
Trustee and the Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceeding had been taken.

         Except with respect to an Event of Default pursuant to Section 5.1(a),
(b) or (c), the Trustee shall not be charged with knowledge of any Event of
Default unless written notice thereof shall have been given to a Responsible
Officer by the Issuer, a Paying Agent or any Securityholder.

         SECTION 5.2 Payment of Securities on Default; Suit Therefor. The Issuer
covenants that (a) if default shall be made in the payment of any installment of
interest upon any of the Securities of any series then Outstanding as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days, or (b) if default shall be made in the payment of the
principal of any of the Securities of such series as and when the same shall
have become due and payable, whether at maturity of the Securities of such
series or upon redemption or by declaration or otherwise -- then, upon demand of
the Trustee, the Issuer will pay to the Trustee, for the benefit of the Holders
of the Securities, the whole amount that then shall have become due and payable
on all such Securities of such series for principal or interest, if any, or
both, as the case may be, with interest upon the overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) upon
the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents, attorneys and counsel, and any expenses or liabilities incurred by
the Trustee hereunder other than through its negligence or bad faith.

         If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or any other obligor on the
Securities of such series and collect in the manner provided by law out of the
property of the Issuer or any other obligor on the Securities of such series,
wherever situated, the moneys adjudged or decreed to be payable.

         If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then



                                       35
<PAGE>   44

Outstanding under any bankruptcy, insolvency or other similar law now or
hereafter in effect, or if a receiver or trustee or similar official shall have
been appointed for the property of the Issuer or such other obligor, or in the
case of any other similar judicial proceedings relative to the Issuer or other
obligor upon the Securities of such series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of such series 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 pursuant to the provisions of this Section
5.2, shall be entitled and empowered by intervention in such proceedings or
otherwise to file and prove a claim or claims for the whole amount of principal
and interest, if any, owing and unpaid in respect of the Securities of such
series, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee and of the Securityholders allowed in such judicial
proceedings relating to the Issuer or any other obligor on the Securities of
such series, its or their creditors, or its or their property, and to collect
and receive any moneys or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and
expenses, and any receiver, assignee or trustee or similar official in
bankruptcy or reorganization is hereby authorized by each of the Securityholders
to make such payments to the Trustee, and, if the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
any amount due it for compensation and expenses, including counsel fees incurred
by it up to the date of such distribution. To the extent that such payment of
reasonable compensation, expenses and counsel fees out of the estate in any such
proceedings shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
moneys, securities and other property which the Holders of the Securities of
such series may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Securities of the series in respect of which such judgment has been recovered.

         SECTION 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:



                                       36
<PAGE>   45

                  FIRST: To the payment of costs and expenses of collection and
         reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and of all other expenses and liabilities incurred, and all
         advances made, by the Trustee pursuant to Section 6.6 except as a
         result of its negligence or bad faith;

                  SECOND: If the principal of the Outstanding Securities of such
         series shall not have become due and be unpaid, to the payment of
         interest, if any, on the Securities of such series, in the order of the
         maturity of the installments of such interest, if any, with interest
         (to the extent that such interest has been collected by the Trustee)
         upon the overdue installments of interest, if any, at the rate borne by
         the Securities of such series, such payment to be made ratably to the
         Persons entitled thereto;

                  THIRD: If the principal of the Outstanding Securities of such
         series shall have become due, by declaration or otherwise, to the
         payment of the whole amount then owing and unpaid upon the Securities
         of such series for principal and interest, if any, with interest on the
         overdue principal and (to the extent that such interest has been
         collected by the Trustee) upon overdue installments of interest, if
         any, at the rate borne by the Securities of such series; and in case
         such moneys shall be insufficient to pay in full the whole amounts so
         due and unpaid upon the Securities of such series, then to the payment
         of such principal and interest, if any, without preference or priority
         of principal over interest, or of interest over principal, or of any
         installment of interest over any other installment of interest, or of
         any Security over any other Security, ratably to the aggregate of such
         principal and accrued and unpaid interest; and

                   FOURTH: To the payment of any surplus then remaining to the
         Issuer, its successors or assigns, or to whomsoever may be lawfully
         entitled to receive the same.

         No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

         SECTION 5.4 Proceedings by Securityholders. No Holder of any Securities
of any series then Outstanding shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or the
Securities or for the appointment of a receiver or trustee or similar official,
or for any other remedy hereunder or thereunder, unless such Holder previously
shall have given to the



                                       37
<PAGE>   46

Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless the Holders of not less than 25 percent in
aggregate principal amount of the Securities of such series then Outstanding
shall have made written request to the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding, it being
understood and intended, and being expressly covenanted by the Holder of every
Security of such series with every other taker and Holder and the Trustee, that
no one or more Holders of Securities of such series shall have any right in any
manner whatever by virtue of or by availing of any provision of this Indenture
or of the Securities to affect, disturb or prejudice the rights of any other
Holder of such Securities of such series, or to obtain or seek to obtain
priority over or preference as to any other such Holder, or to enforce any right
under this Indenture or the Securities, except in the manner herein provided and
for the equal, ratable and common benefit of all Holders of Securities of such
series.

         Notwithstanding any other provisions in this Indenture, but subject to
Article Fourteen, the right of any Holder of any Security to receive payment of
the principal of and interest, if any, on such Security, on or after the
respective due dates expressed in such Security, or, if applicable, to convert
such Security as provided in Article Thirteen, or to institute suit for the
enforcement of any such payment on or after such respective dates or for the
enforcement of any such right to convert shall not be impaired or affected
without the consent of such Holder.

         SECTION 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceedings in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         SECTION 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to



                                       38
<PAGE>   47

time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

         SECTION 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding 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 Securities of such series; provided, however, that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine upon advice of counsel that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, its executive committee, or a trust
committee of directors or Responsible Officers or both shall determine that the
action or proceeding so directed would involve the Trustee in personal
liability. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding may on behalf of the Holders of all of
the Securities of such series waive any past default or Event of Default
hereunder and its consequences except a default in the payment of interest, if
any, on, or the principal of, the Securities of such series. Upon any such
waiver, the Issuer, the Trustee and the Holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively,
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been waived as permitted by this Section 5.7, said
default or Event of Default shall for all purposes of the Securities and this
Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.8 Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of a default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Security register, notice of all
defaults known to the Trustee with respect to such series, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in clauses (a), (b), (c), (d), (e), (f), (g) and (h) of Section 5.1, not
including periods of grace, if any, provided for therein and irrespective of the
giving of the written notice specified in said clause (d) or (g) but in the case
of any default of the character specified in said clause (d) or (g) no such
notice to Securityholders shall be given until at least 60 days after the giving
of written notice thereof to the Issuer pursuant to said clause (d) or (g), as
the case may be); provided, however, that, except in the case of default in the
payment of the principal of or interest, if any, on any of the Securities, or in
the payment or satisfaction of any sinking fund or other purchase obligation,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or Responsible Officers or both of the Trustee in good faith determine that the
withholding of such notice is in the best interests of the Securityholders.



                                       39
<PAGE>   48

         SECTION 5.9 Undertaking to Pay 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the cost 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 5.9 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Securityholder
or group of Securityholders, holding in the aggregate more than ten percent in
principal amount of the Securities of any series then Outstanding, or to any
suit instituted by any Securityholders for the enforcement of the payment of the
principal of, or interest, if any, on any Security against the Issuer on or
after the due date expressed in such Security or for the enforcement of the
right to convert any Security in accordance with Article Thirteen.

         SECTION 5.10 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 proceedings relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 5.11 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE SIX
                             CONCERNING THE TRUSTEE

         SECTION 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform



                                       40
<PAGE>   49

such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived) the Trustee shall
exercise with respect to such series of Securities such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

         (a) 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 with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
         the Securities of any series shall be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such statements, certificates or opinions which by any provision
         hereof are specifically required to be furnished to the Trustee, the
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform to the requirements of this Indenture (but need not
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein);

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

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders pursuant to Section 5.7 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there



                                       41
<PAGE>   50

shall be reasonable ground for believing that the repayment of such funds or
adequate indemnity against such liability is not reasonably assured to it.

         SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officer's Certificate or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security 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, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officer's Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;

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

         (d) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Section 5.1), unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities (including attorney's fees
and expenses) which might be incurred therein or thereby;

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

         (f) prior to the occurrence of an Event of Default hereunder and after
the curing or waiving of all Events of Default, the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, coupon, security, or other
paper or document unless requested in writing so to do by the Holders of not
less than a majority in aggregate principal amount of the Securities of all
series affected then Outstanding; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every



                                       42
<PAGE>   51

such investigation shall be paid by the Issuer or, if paid by the Trustee or any
predecessor Trustee, shall be repaid by the Issuer upon demand; and

         (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 not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

         SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

         SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer or the Trustee in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

         SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

         SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection



                                       43
<PAGE>   52

with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim or liability in the premises. The obligations
of the Issuer under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder, shall survive the satisfaction and discharge
of this Indenture or the resignation or removal of the Trustee and shall not be
subordinate to the payment of the Senior Indebtedness pursuant to Article
Fourteen. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1 or in connection with Article Five hereof,
the expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the services in connection therewith are intended to constitute
expenses of administration under any bankruptcy law.

         SECTION 6.7 Right of Trustee to Rely on Officer's Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 6.8 Qualification of Trustee; Conflicting Interests.

         (a) If the Trustee has or shall acquire any conflicting interest (as
defined in subsection (c)), then within 90 days after ascertaining that it has
such conflicting interest, and if the default (as defined in subsection (c)) to
which such conflicting interest relates has not been cured or duly waived or
otherwise eliminated before the end of such 90-day period, the Trustee shall
either eliminate such conflicting interest or, except as otherwise provided
below, resign, and the Issuer shall take prompt steps to have a successor
appointed in the manner provided in Section 6.10.

         (b) If the Trustee shall fail to comply with the provisions of
subsection (a), the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice of such failure to the Securityholders in the
manner and to the extent provided in Section 4.4 and, subject to the provisions
of Section 5.9, unless the Trustee's duty to resign is stayed as provided below,
any Securityholder who has been a bona fide holder of Securities 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



                                       44
<PAGE>   53

Trustee, and the appointment of a successor, if the Trustee fails, after written
request thereof by such Securityholder, to comply with the provisions of
subsection (a).

         Except in the case of a default in the payment of the principal of or
interest on any Security, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 6.8 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that

                   (i) the default under this Indenture may be cured or waived
         during a reasonable period and under the procedures described in such
         application, and

                   (ii) a stay of the Trustee's duty to resign will not be
         inconsistent with the interests of Holders of the Securities.

         The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of a
successor trustee in accordance with the provisions of Section 6.10 and such
successor's acceptance of such an appointment.

         (c) For the purposes of this Section 6.8, the Trustee shall be deemed
to have a conflicting interest with respect to Securities of any series if the
Securities of such series are in default (as determined in accordance with the
provisions of Section 5.1, but exclusive of any period of grace or requirement
of notice) and

                  (i) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any other series or is a trustee under
         another indenture under which any other securities, or certificates of
         interest or participation in any other securities, of the Issuer are
         outstanding, unless such other indenture is a collateral trust
         indenture under which the only collateral consists of Securities issued
         under this Indenture; provided that there shall be excluded from the
         operation of this paragraph, this Indenture with respect to the
         Securities of any other series and there shall also be so excluded any
         other indenture or indentures under which other securities, or
         certificates of interest or participation in other securities, of the
         Issuer are outstanding if (x) this Indenture is and, if applicable,
         this Indenture and any series issued pursuant to this Indenture and
         such other indenture or indentures are wholly unsecured and rank
         equally, and such other indenture or indentures are hereafter qualified
         under the Trust Indenture Act of 1939, unless the Commission shall have
         found and declared by order pursuant to Section 305(b) or Section
         307(c) of the Trust Indenture Act of 1939, that differences exist
         between the provisions of this Indenture with respect to Securities of
         such series and one or more other series, or the provisions of this
         Indenture and the provisions of such other indenture or indentures
         which are so likely to involve a material conflict of interest as to
         make it necessary in the public interest or for the protection of



                                       45
<PAGE>   54

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

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

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

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

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

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



                                       46
<PAGE>   55

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

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

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

                  (ix) the Trustee owns on the date of default (as determined in
         accordance with the provisions of Section 5.1, but exclusive of any
         period of grace or requirement of notice) or on any anniversary of such
         default while such default remains outstanding, in the capacity of
         executor, administrator, testamentary or inter vivos trustee, guardian,
         committee or conservator, or in any other similar capacity, an
         aggregate of 25% or more of the voting securities, or of any class of
         security, of any person, the beneficial ownership of a specified
         percentage of which would have constituted a conflicting interest under
         paragraphs (vi), (vii) or (viii) of this subsection. As to any such
         securities of which the Trustee acquired ownership through becoming
         executor, administrator, or testamentary trustee of an estate which
         included them, the provisions of the preceding sentence shall not
         apply, for a period of two years from the date of such acquisition, to
         the extent that such securities included in such estate do not exceed
         25% of such voting securities or 25% of any such class of security.
         Promptly after the dates of any such default and annually in each
         succeeding year that the Securities remain in default, the Trustee
         shall make a check of its holdings of such securities in any of the
         above-mentioned capacities as of such dates. If the Issuer fails to
         make payment in full of principal of or interest on any of the
         Securities when and as the same becomes due and payable, and such
         failure continues for 30 days thereafter, the Trustee shall make a
         prompt check of its holdings of such Securities in any of the
         above-mentioned capacities as of the date of the expiration of such
         30-day period, and after such date, notwithstanding the foregoing
         provisions of this paragraph, all such Securities so held by the
         Trustee, with sole or joint control over such Securities vested in it,
         shall, but only so long as such failure shall continue, be considered
         as though beneficially owned by the Trustee for the purposes of
         paragraphs (vi), (vii) and (viii) of this subsection; or

                  (x) except under the circumstances described in paragraphs
         (1), (3), (4), (5) or (6) of Section 6.13(b), the Trustee shall be or
         shall become a creditor of the Issuer.



                                       47
<PAGE>   56

         For purposes of subsection (c)(i), the term "series of securities" or
"series" means a series, class or group of securities issuable under an
indenture pursuant to whose terms holders of one such series may vote to direct
the Trustee, or otherwise take action pursuant to a vote of such holders,
separately from holders of another such series; provided, that "series of
securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

         The specification of percentages in subsections (c)(v) to (ix),
inclusive, of this Section 6.8 shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of subsections (c)(iii) or (vii) of this Section 6.8.

         For the purposes of subsections (c)(vi), (vii), (viii) and (ix) of this
Section 6.8, only,

                           (i) the terms "security" and "securities" shall
                  include only such securities as are generally known as
                  corporate securities, but shall not include any note or other
                  evidence of indebtedness issued to evidence an obligation to
                  repay moneys lent to a person by one or more banks, trust
                  companies, or banking firms, or any certificate of interest or
                  participation in any such note or evidence of indebtedness;

                           (ii) an obligation shall be deemed to be in default
                  when a default in payment of principal shall have continued
                  for 30 days or more and shall not have been cured; and

                           (iii) the Trustee shall not be deemed to be the owner
                  or holder of (x) any security which it holds as collateral
                  security, as trustee or otherwise, for an obligation which is
                  not in default as defined in clause (ii) above, or (y) any
                  security which it holds as collateral security under this
                  Indenture, irrespective of any default hereunder, or (z) any
                  security which it holds as agent for collection, or as
                  custodian, escrow agent, or depositary, or in any similar
                  representative capacity.

         Except as provided above, the word "security" or "securities" as used
in this Section 6.8 shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.



                                       48
<PAGE>   57

         (d) For purposes of this Section 6.8:

                  (i) the term "underwriter" when used with reference to the
         Issuer shall mean every person who, within a one year period prior to
         the time as of which the determination is made, was an underwriter of
         any security of the Issuer outstanding at the time of the
         determination;

                  (ii) the term "director" shall mean any director of a
         corporation or any individual performing similar functions with respect
         to any organization whether incorporated or unincorporated;

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

                  (iv) the term "voting security" shall mean any security
         presently entitling the owner or holder thereof to vote in the
         direction or management of the affairs of a person, or any security
         issued under or pursuant to any trust, agreement or arrangement whereby
         a trustee or trustees or agent or agents for the owner or holder of
         such security are presently entitled to vote in the direction or
         management of the affairs of a person;

                  (v) the term "Issuer" shall mean any obligor upon the
         Securities; and

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

         (e) The percentages of voting securities and other securities specified
in this Section 6.8 shall be calculated in accordance with the following
provisions:

                  (i) a specified percentage of the voting securities of the
         Trustee, the Issuer or any other person referred to in this Section 6.8
         (each of whom is referred to as a "person" in this paragraph) means
         such amount of the outstanding voting securities of such person as
         entitles the holder or holders thereof to cast such specified
         percentage of the aggregate votes which the holders of all the
         outstanding voting securities of such person are entitled to cast in
         the direction or management of the affairs of such person;

                  (ii) a specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding;



                                       49
<PAGE>   58

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

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

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

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

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

                           (D) securities held in escrow if placed in escrow by
                  the issuer thereof;

provided, that any voting securities of an issuer shall be deemed outstanding if
any person other than the issuer is entitled to exercise the voting rights
thereof; and

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

         SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee
for each series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any state or the District of Columbia having a combined capital and surplus
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by federal,
state or District of Columbia authority, or a corporation or other Person
permitted to act as trustee by the Commission. If such corporation publishes
reports of condition at least annually,



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<PAGE>   59

pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 6.9, 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. No
obligor upon the Securities or any Affiliate of such obligor shall serve as
Trustee upon the Securities. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.9, the Trustee
shall resign immediately in the manner and with the effect specified in Section
6.10.

         SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and by mailing notice of such
resignation to the Holders of then Outstanding Securities of each series
affected at their addresses as they shall appear on the registry books. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee or trustees. If no successor trustee shall have
been so appointed with respect to any series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Securityholder who has been a bona fide Holder of a
Security or Securities of the applicable series for at least six months may,
subject to the provisions of Section 5.9, on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

                  (i) the Trustee shall fail to comply with the provisions of
         Section 6.8 with respect to any series of Securities after written
         request therefor by the Issuer or by any Securityholder who has been a
         bona fide Holder of a Security or Securities of such series for at
         least six months; or

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 6.9 and shall fail to resign after written
         request therefor by the Issuer or by any such Securityholder; or

                  (iii) the Trustee shall become incapable of acting with
         respect to any series of Securities, or shall be adjudged a bankrupt or
         insolvent, or a receiver or liquidator 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;



                                       51
<PAGE>   60

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.9, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

         (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

         SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

          If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor trustee and each
successor trustee



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<PAGE>   61

with respect to the Securities of any applicable series shall execute and
deliver an indenture supplemental hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the predecessor trustee with respect to the Securities of
any series as to which the predecessor trustee is not retiring shall continue to
be vested in the predecessor trustee, and 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 under separate indentures.

          No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Issuer.

SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee. 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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate



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<PAGE>   62

of authentication of any predecessor Trustee or to authenticate Securities of
any series in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

         SECTION 6.13 Preferential Collection of Claims Against the Issuer.

         (a) Subject to the provisions of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Issuer within three months prior to a default, as defined in subsection (c) of
this Section 6.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holders of other indenture securities (as defined in this
Section 6.13):

                           (1) an amount equal to any and all reductions in the
                  amount due and owing upon any claim as such creditor in
                  respect of principal or interest, effected after the beginning
                  of such three month period and valid as against the Issuer and
                  its other creditors, except any such reduction resulting from
                  the receipt or disposition of any property described in
                  subsection (a)(2) of this Section, or from the exercise of any
                  right of set-off which the Trustee could have exercised if a
                  petition in bankruptcy had been filed by or against the Issuer
                  upon the date of such default; and

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

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

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

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



                                       54
<PAGE>   63

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

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

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

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned
between the Trustee, the Securityholders and the holders of other indenture
securities in such manner that the Trustee, such Securityholders and the holders
of other indenture securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Code or applicable state law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account
of the receipt by it from the Issuer of the funds and property in such special
account and before crediting to the respective claims of the Trustee, such
Securityholders and the holders of other indenture securities dividends on
claims filed against the Issuer in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Bankruptcy Code or applicable state law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim, in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Bankruptcy Code or applicable
state law, whether such distribution is made in cash, securities or other
property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion between the Trustee, such Securityholders and the holders of
other indenture securities, in accordance with the provisions of this paragraph,
the



                                       55
<PAGE>   64

funds and property held in such special account and the proceeds thereof, or
(ii) in lieu of such apportionment, in whole or in part, to give to the
provisions of this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, such Securityholders and the
holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

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

         (b) There shall be excluded from the operation of this Section 6.13 a
creditor relationship arising from:

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

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

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



                                       56
<PAGE>   65

                           (4) an indebtedness created as a result of services
                  rendered or premises rented or an indebtedness created as a
                  result of goods or securities sold in a cash transaction as
                  defined in subsection (c)(2) of this Section 6.13;

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

                           (6) the acquisition, ownership, acceptance or
                  negotiation of any drafts, bills of exchange, acceptances or
                  obligations which fall within the classification of
                  self-liquidating paper as defined in subsection (c)(3) of this
                  Section 6.13.

         (c) As used in this Section 6.13:

                           (1) the term "default" shall mean any failure to make
                  payment in full of the principal of or interest on any of the
                  Securities when and as such principal or interest becomes due
                  and payable;

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

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

                           (4) the term "Issuer" shall mean any obligor upon the
                  Securities.

         SECTION 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the



                                       57
<PAGE>   66

"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a certificate of authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any state or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

         Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer. 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 Issuer.

         Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

         Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.



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<PAGE>   67

                                  ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article Seven.

         SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

         (a) The fact and date of the execution by any Holder of any instrument
may be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the person executing such instruments acknowledged to him the execution
thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or other such officer. Where such execution is by or on behalf of
any legal entity other than an individual, such certificate or affidavit shall
also constitute sufficient proof of the authority of the person executing the
same.

         (b) The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar.

         SECTION 7.3 Holders to be Treated as Owners. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the Person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest, if any, on such
Security and for all other purposes; and neither the Issuer nor the Trustee nor
any agent of the Issuer or the Trustee shall be affected by any notice to the
contrary.

         SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by



                                       59
<PAGE>   68

any Affiliate of the Issuer or any other obligor on the Securities with respect
to which such determination is being made shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination, except that for the
purpose of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver only Securities which the Trustee knows are 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 Issuer or any other obligor upon the
Securities or any Affiliate of the Issuer or any other obligor on the
Securities. In case of a dispute as to such right, the advice of counsel shall
be full protection in respect of any decision made by the Trustee in accordance
with such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described Persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

         SECTION 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security, provided that such revocation shall not become effective until
three business days after such filing. Except as aforesaid any such action taken
by the Holder of any Security shall be conclusive and binding upon such Holder
and upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer
thereof irrespective of whether or not any notation in regard thereto is made
upon any such Security. Any action taken by the Holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Indenture in connection with such action shall be
conclusively binding upon the Issuer, the Trustee and the Holders of all the
Securities affected by such action.

         SECTION 7.6 Record Date for Consents and Waivers. The Issuer may, but
shall not be obligated to, direct the Trustee to establish a record date for the
purpose of determining the Persons entitled to (i) waive any past default with
respect to the Securities of such series in accordance with Section 5.7 of this
Indenture, (ii) consent to any supplemental indenture in accordance with Section
8.2 of this Indenture, or (iii) waive compliance with any term, condition or
provision of any covenant hereunder. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and any such Persons, shall
be entitled to waive any such past default,



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<PAGE>   69

consent to any such supplemental indenture or waive compliance with any such
term, condition or provision, whether or not such Holder remains a Holder after
such record date; provided, however, that unless such waiver or consent is
obtained from the Holders, or duly designated proxies, of the requisite
principal amount of Outstanding Securities of such series prior to the date
which is the 180th day after such record date, any such waiver or consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                                  ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

         SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a resolution of the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:

         (a) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer pursuant to Article Nine;

         (b) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the protection of less than all series of Securities, stating that the
same are expressly being included solely for the protection of such series), and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default;

         (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or



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<PAGE>   70

desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities;

         (d) to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3 and to provide for adjustment of conversion
rights pursuant to Section 13.5; and

         (e) 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.

         The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee 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.

         Any supplemental indenture authorized by the provisions of this Section
8.1 may be executed without the consent of the Holders of any of the Securities
then Outstanding, notwithstanding any of the provisions of Section 8.2.

         SECTION 8.2 Supplemental Indentures With Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding of any series affected by such supplemental indenture, the Issuer,
when authorized by a resolution of the Board of Directors (which resolution may
provide general terms or parameters for such action and may provide that the
specific terms of such action may be determined in accordance with or pursuant
to an Issuer Order), and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of such series; provided, that no such supplemental indenture
shall (a) extend the final maturity of any Security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest, if
any, thereon (or, in the case of an Original Issue Discount Security, reduce the
rate of accrual of original issue discount thereon), or reduce or alter the
method of computation of any amount payable on redemption, repayment or purchase
by the Issuer (or the time at which any such redemption, repayment or purchase
may be made), or make the principal thereof (including any amount in respect of
original issue discount), or interest, if any, thereon payable in any coin or
currency other than that provided in the Securities or in accordance with the
terms of the Securities, or reduce



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<PAGE>   71

the portion of the principal amount of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 5.1 or the amount thereof provable in bankruptcy pursuant to Section
5.2 or impair or affect the right of any Securityholder to institute suit for
the payment or conversion thereof or materially and adversely affect the right
to convert the Securities in accordance herewith or, if the Securities provide
therefor, any right of repayment or purchase at the option of the
Securityholder, in each case without the consent of the Holder of each Security
so affected, or (b) reduce the aforesaid percentage of Securities of any series,
the consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of each Security so affected. No
consent of any Holder of any Security shall be necessary under this Section 8.2
to permit the Trustee and the Issuer to execute supplemental indentures pursuant
to Sections 8.1, 9.2 and 13.5.

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

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

         SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and



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<PAGE>   72

be deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Issuer and the Holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes and every Holder of Securities of each series affected thereby
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

         SECTION 8.4 Documents to be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2 shall be entitled to receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture.

         SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

         SECTION 8.6 Subordination Unimpaired. This Indenture may not be amended
to alter the subordination of any Outstanding Securities without the written
consent of each holder of Senior Indebtedness then outstanding that would be
adversely affected thereby.

                                  ARTICLE NINE
        CONSOLIDATION, MERGER, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION

         SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms. Subject to
the provisions of Section 9.2, nothing contained in this Indenture or in any of
the Securities shall prevent any consolidation or merger of the Issuer with or
into any other corporation or corporations (whether or not affiliated with the
Issuer), or successive consolidations or mergers in which the Issuer or its
successor or successors shall be a party or parties, or shall prevent any sale,
lease, exchange or other disposition of all or substantially all the property
and assets of the Issuer to any other corporation (whether or not affiliated
with the Issuer) authorized to acquire and operate the same; provided however,
and the Issuer hereby covenants and agrees, that any such consolidation, merger,
sale, lease, exchange or other disposition shall be



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<PAGE>   73

upon the conditions that (a) immediately after such consolidation, merger, sale,
lease, exchange or other disposition the corporation (whether the Issuer or such
other corporation) formed by or surviving any such consolidation or merger, or
to which such sale, lease, exchange or other disposition shall have been made,
shall not be in default in the performance or observance of any of the terms,
covenants and conditions of this Indenture to be kept or performed by the
Issuer; (b) the corporation (if other than the Issuer) formed by or surviving
any such consolidation or merger, or to which such sale, lease, exchange or
other disposition shall have been made, shall be a corporation organized under
the laws of the United States of America, any state thereof or the District of
Columbia; and (c) the due and punctual payment of the principal of and interest,
if any, on all the Securities, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions of
this Indenture to be performed by the Issuer, shall be expressly assumed and the
conversion rights, if any, shall be provided for in accordance with this
Indenture, by supplemental indenture satisfactory in form to the Trustee
executed and delivered to the Trustee, by the corporation (if other than the
Issuer) formed by such consolidation, or into which the Issuer shall have been
merged, or by the corporation which shall have acquired or leased such property.

         SECTION 9.2 Successor Corporation to be Substituted. In case of any
such consolidation, merger, sale, lease, exchange or other disposition and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and interest, if any, on all of the
Securities and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Issuer, such successor
corporation shall succeed to and be substituted for the Issuer, with the same
effect as if it had been named herein as the party of the first part, and the
Issuer (including any intervening successor to the Issuer which shall have
become the obligor hereunder) shall be relieved of any further obligation under
this Indenture and the Securities; provided, however, that in the case of a
lease of the property and assets of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall continue
to be liable on its obligations under this Indenture and the Securities to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any, on the Securities at the time, places and rate prescribed in
this Indenture and the Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Issuer, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Issuer and delivered to the Trustee; and, upon the
order of such successor corporation instead of the Issuer and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the Issuer to the Trustee for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the
Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in
accordance



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<PAGE>   74

with the terms of this Indenture as though all of such Securities had been
issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale, lease, exchange or
other disposition such changes in phraseology and form (but not in substance)
may be made in the Securities, thereafter to be issued, as may be appropriate.

         SECTION 9.3 Opinion of Counsel to be Given Trustee. The Trustee,
subject to Sections 6.1 and 6.2, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, lease, exchange or other disposition and any such assumption and any such
provision for conversion rights comply with the provisions of this Article Nine.

                                   ARTICLE TEN
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

         SECTION 10.1 Satisfaction and Discharge of Indenture.

                           (A) If at any time (a) the Issuer shall have paid or
                  caused to be paid the principal of and interest, if any, on
                  all the Securities Outstanding (other than Securities which
                  have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 2.9) as and when the
                  same shall have become due and payable, or (b) the Issuer
                  shall have delivered to the Trustee for cancellation all
                  Securities theretofore authenticated (other than Securities
                  which have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 2.9); and if, in any
                  such case, the Issuer shall also pay or cause to be paid all
                  other sums payable hereunder by the Issuer, then this
                  Indenture shall cease to be of further effect, and the
                  Trustee, on demand of the Issuer accompanied by an Officer's
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent relating to the satisfaction and
                  discharge contemplated by this provision have been complied
                  with, and at the cost and expense of the Issuer, shall execute
                  proper instruments acknowledging such satisfaction and
                  discharging this Indenture. The Issuer agrees to reimburse the
                  Trustee for any costs or expenses thereafter reasonably and
                  properly incurred, and to compensate the Trustee for any
                  services thereafter reasonably and properly rendered, by the
                  Trustee in connection with this Indenture or the Securities.

                           (B) If at any time (a) the Issuer shall have paid or
                  caused to be paid the principal of and interest, if any, on
                  all the Securities of any series Outstanding (other than
                  Securities of such series which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 2.9) as and when the same shall have become due



                                       66
<PAGE>   75

                  and payable, or (b) the Issuer shall have delivered to the
                  Trustee for cancellation all Securities of any series
                  theretofore authenticated (other than any Securities of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 2.9), or (c)
                  in the case of any series of Securities with respect to which
                  the exact amount described in clause (ii) below can be
                  determined at the time of making the deposit referred to in
                  such clause (ii), (i) all the Securities of such series not
                  theretofore delivered to the Trustee for cancellation shall
                  have become due and payable, or are by their terms to become
                  due and payable within one year or are to be called for
                  redemption within one year under arrangements satisfactory to
                  the Trustee for the giving of notice of redemption, and (ii)
                  the Issuer shall have irrevocably deposited or caused to be
                  deposited with the Trustee as funds in trust, specifically
                  pledged as security for, and dedicated solely to, the benefit
                  of the Holders of Securities of such series, cash in an amount
                  (other than moneys repaid by the Trustee or any Paying Agent
                  to the Issuer in accordance with Section 10.4) or direct
                  obligations of the United States of America, backed by its
                  full faith and credit ("U.S. Government Obligations"),
                  maturing as to principal and interest, if any, at such times
                  and in such amounts as will insure the availability of cash,
                  or a combination thereof, sufficient in the opinion of a
                  nationally recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay (A) the principal of and interest, if any, on
                  all Securities of such series on each date that such principal
                  or interest, if any, is due and payable, and (B) any mandatory
                  sinking fund payments on the dates on which such payments are
                  due and payable in accordance with the terms of this Indenture
                  and the Securities of such series; then the Issuer shall be
                  deemed to have paid and discharged the entire indebtedness on
                  all the Securities of such series on the date of the deposit
                  referred to in clause (ii) above and the provisions of this
                  Indenture with respect to the Securities of such series shall
                  no longer be in effect (except, in the case of clause (c) of
                  this Section 10.1(B), as to (i) rights of registration of
                  transfer and exchange of Securities of such series, (ii)
                  substitution of mutilated, defaced, destroyed, lost or stolen
                  Securities of such series, (iii) rights of Holders of
                  Securities of such series to receive payments of principal
                  thereof and interest, if any, thereon upon the original stated
                  due dates therefor (but not upon acceleration), and remaining
                  rights of the Holders of Securities of such series to receive
                  mandatory sinking fund payments, if any, (iv) the rights,
                  obligations, duties and immunities of the Trustee hereunder,
                  (v) the rights of the Holders of Securities of such series as
                  beneficiaries hereof with respect to the property so deposited
                  with the Trustee payable to all or any of them, (vi) the
                  obligations of the Issuer under Section 3.3 with respect to
                  Securities of such series and (vii) the obligations of the
                  Issuer under Article Thirteen) and the Trustee, on demand of
                  the Issuer accompanied by an Officer's Certificate and an
                  Opinion of Counsel, each stating that all conditions precedent
                  contemplated by this provision have



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<PAGE>   76

                  been complied with, and at the cost and expense of the Issuer,
                  shall execute proper instruments acknowledging the same.

                           (C) The following provisions shall apply to the
                  Securities of each series (other than Securities that are
                  convertible into Common Stock) unless specifically otherwise
                  provided in a Board Resolution, Officer's Certificate or
                  indenture supplemental hereto provided pursuant to Section
                  2.3. In addition to discharge of this Indenture pursuant to
                  the next preceding paragraph, in the case of any series of
                  Securities with respect to which the exact amount described in
                  subparagraph (a) below can be determined at the time of making
                  the deposit referred to in such subparagraph (a), the Issuer
                  shall be deemed to have paid and discharged the entire
                  indebtedness on all the Securities of such a series on the
                  91st day after the date of the deposit referred to in
                  subparagraph (a) below, and the provisions of this Indenture
                  with respect to the Securities of such series shall no longer
                  be in effect (except as to (i) rights of registration of
                  transfer and exchange of Securities of such series, (ii)
                  substitution of mutilated, defaced, destroyed, lost or stolen
                  Securities of such series, (iii) rights of Holders of
                  Securities of such series to receive payments of principal
                  thereof and interest, if any, thereon upon the original stated
                  due dates therefor (but not upon acceleration), and remaining
                  rights of the Holders of Securities of such series to receive
                  mandatory sinking fund payments, if any, (iv) the rights,
                  obligations, duties and immunities of the Trustee hereunder,
                  (v) the rights of the Holders of Securities of such series as
                  beneficiaries hereof with respect to the property so deposited
                  with the Trustee payable to all or any of them, (vi) the
                  obligations of the Issuer under Section 3.3 with respect to
                  Securities of such series and (vii) the obligations of the
                  Issuer under Article Thirteen) and the Trustee, on demand of
                  the Issuer accompanied by an Officer's Certificate and an
                  Opinion of Counsel, each stating that all conditions precedent
                  contemplated by this provision have been complied with, and at
                  the cost and expense of the Issuer, shall execute proper
                  instruments acknowledging the same, if

                           (a) with reference to this provision the Issuer has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Trustee as funds in trust, specifically pledged as
                  security for, and dedicated solely to, the benefit of the
                  Holders of Securities of such series (i) cash in an amount, or
                  (ii) U.S. Government Obligations, maturing as to principal and
                  interest, if any, at such times and in such amounts as will
                  insure the availability of cash, or (iii) a combination
                  thereof, sufficient, in the opinion of a nationally recognized
                  firm of independent public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay (A) the
                  principal of and interest, if any, on all Securities of such
                  series on each date that such principal or interest, if any,
                  is due and payable, and (B) any mandatory sinking fund
                  payments on the dates



                                       68
<PAGE>   77

                  on which such payments are due and payable in accordance with
                  the terms of this Indenture and the Securities of such series;

                           (b) such deposit will not result in a breach or
                  violation of, or constitute a default under, any agreement or
                  instrument to which the Issuer is a party or by which it is
                  bound; and

                           (c) the Issuer has delivered to the Trustee an
                  Opinion of Counsel based on the fact that (x) the Issuer has
                  received from, or there has been published by, the Internal
                  Revenue Service a ruling or (y), since the date hereof, there
                  has been a change in the applicable United States federal
                  income tax law, in either case to the effect that, and such
                  opinion shall confirm that, the Holders of the Securities of
                  such series will not recognize income, gain or loss for
                  federal income tax purposes as a result of such deposit,
                  defeasance and discharge and will be subject to federal income
                  tax on the same amount and in the same manner and at the same
                  times, as would have been the case if such deposit, defeasance
                  and discharge had not occurred.

         SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 10.1 shall be held in trust, and
such moneys and all moneys from such U.S. Government Obligations shall be
applied by it to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which such
moneys and U.S. Government Obligations have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest, if any, but
such moneys need not be segregated from other funds except to the extent
required by law. The Trustee and any Paying Agent shall promptly pay to the
Issuer, upon the written request of the Issuer, any excess moneys or U.S.
Government Obligations held by them at any time, including all moneys deposited
with the Trustee pursuant to Section 10.1(B) and held by it or any Paying Agent
for the payment of Securities subsequently converted.

         SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

         SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the principal of or interest, if any, on any
Security of any series and not applied but remaining unclaimed for two years
after the date upon which such principal or interest, if any, shall have become
due and payable, shall,



                                       69
<PAGE>   78

upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to the Issuer by the Trustee for such series or such Paying
Agent, and the Holder of the Securities of such series shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property laws, thereafter look only to the Issuer for any payment which such
Holder may be entitled to collect, and all liability of the Trustee or any
Paying Agent with respect to such moneys shall thereupon cease.

         SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuer
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 10.1 or the principal or interest received in respect of such
obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

         SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
employee, officer or director, as such, of the Issuer, or any partner of the
Issuer or of any successor, either directly or through the Issuer or any
successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.

         SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties
and Holders of Senior Indebtedness and of Securities. Nothing in this Indenture
or in the Securities, expressed or implied, shall give or be construed to give
to any Person, other than the parties hereto and their successors and the
holders of Senior Indebtedness and the Holders of the Securities, any legal or
equitable right, remedy or claim under this Indenture or under any covenant or
provision herein contained, all such covenants and provisions being for the sole
benefit of the parties hereto and their successors, the holders of the Senior
Indebtedness and the Holders of the Securities.

         SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

         SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required



                                       70
<PAGE>   79

or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Service Corporation International, 1929 Allen Parkway, P. 0. Box 130548,
Houston, Texas 77019, Attention: Secretary. Any notice, direction, request or
demand by the Issuer or any Holder of Securities to or upon the Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee with the
Issuer) to The Chase Manhattan Bank, 600 Travis Street, 11th Floor, Houston,
Texas 77002, Attention: Vice President, Corporate Trust Department.

         Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail any notice when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be sufficient notice.

         SECTION 11.5 Officer's Certificates and Opinions of Counsel; Statements
to be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, or as
required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent
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 have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

         Each certificate or opinion provided for in this Indenture (other than
a certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such



                                       71
<PAGE>   80

certificate or opinion are based, (c) a statement that, in the opinion of such
person, he has made such examination or investigation as is necessary to enable
him to express an opinion as to whether or not such covenant or condition has
been complied with, and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

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

         Any certificate, statement or opinion of an officer of the Issuer 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 Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

         SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security or the last date for conversion of any Security shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest, if any, or principal need not be made on such
date and such conversion need not be made by such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, purchase or repayment or the
last date of such conversion, and, in the case of payment, no interest shall
accrue for the period after such date.

         SECTION 11.7 Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, or is deemed applicable to



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<PAGE>   81

this Indenture by virtue of the provisions, of the Trust Indenture Act of 1939,
such required provision shall control.

         SECTION 11.8 Governing Law. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York.

         SECTION 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         SECTION 11.10 Effect of Headings. The Article and Section headings
herein and in the Table of Contents are for convenience only and shall not
affect the construction hereof.

         SECTION 11.11 Separability Clause. In case any provision of this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series or to any Securities of any series which may be purchased at the option
of the Holder upon a Change in Control, except as otherwise specified, as
contemplated by Section 2.3 for Securities of such series.

         SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that



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<PAGE>   82

payment will be made upon presentation and surrender of such Securities, that
such redemption is pursuant to the mandatory or optional sinking fund, or both,
if such be the case, that interest, if any, (or, in the case of Original Issue
Discount Securities, original issue discount) accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest, if any, thereon or on the portions thereof to be redeemed (or, in
the case of Original Issue Discount Securities, original issue discount) will
cease to accrue and, if applicable, shall also specify the Conversion Price then
in effect and the date on which the right to convert such Securities or the
portions thereof to be redeemed will expire. In case any Security of a series is
to be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more Paying Agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.5) an
amount of money sufficient to redeem on the redemption date all the Outstanding
Securities of such series so called for redemption (other than those theretofore
surrendered for conversion into Common Stock and deemed not to be Outstanding
hereunder) at the appropriate redemption price, together with accrued interest,
if any, to the date fixed for redemption on all the Outstanding Securities of
such series so called for redemption (other than those theretofore surrendered
for conversion into Common Stock and deemed not to be Outstanding hereunder). If
any Security called for redemption is converted pursuant hereto, any moneys
deposited with the Trustee or any Paying Agent or so segregated and held in
trust for the redemption of such Security shall be paid to the Issuer upon the
Issuer's request, or, if then held by the Issuer, shall be discharged from such
trust. The Issuer will deliver to the Trustee at least 45 days prior to the date
fixed for redemption (unless a shorter notice shall be satisfactory to the
Trustee) an Officer's Certificate stating the aggregate principal amount of
Securities to be redeemed. In case of a redemption at the election of the Issuer
prior to the expiration of any restriction on such redemption, the Issuer shall
deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officer's Certificate stating that such
restriction has been complied with.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series



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<PAGE>   83

selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If any Security selected for partial redemption is surrendered for
conversion after such selection, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Upon any
redemption of less than all the Securities of a series, for purposes of
selection for redemption the Issuer and the Trustee may treat as Outstanding
Securities surrendered for conversion during the period of 15 days next
preceding the mailing of a notice of redemption, and need not treat as
Outstanding any Security authenticated and delivered during such period in
exchange for the unconverted portion of any Security converted in part during
such period.

         SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place or places stated in such notice at the applicable redemption price,
together with interest, if any, accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest, if any, accrued to
said date) interest (or, in the case of Original Issue Discount Securities,
original issue discount) on the Securities or portions of Securities so called
for redemption shall cease to accrue, and such Securities shall cease from and
after the date fixed for redemption (unless an earlier date shall be specified
in a Board Resolution, Officer's Certificate or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the form and terms
of the Securities of such series were established) to be convertible into Common
Stock and, except as provided in Sections 6.5 and 10.4, to be entitled to any
other benefit or security under this Indenture, and the Holders thereof shall
have no right in respect of such Securities except the right to receive the
redemption price thereof and unpaid interest to the date fixed for redemption.
On presentation and surrender of such Securities at a place of payment specified
in said notice, said Securities or the specified portions thereof shall be paid
and redeemed by the Issuer at the applicable redemption price, together with
interest, if any, accrued thereon to the date fixed for redemption; provided
that payment of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security, and such Security shall remain convertible
into Common Stock until the redemption price of such Security (together with
such interest thereon) shall have been paid or duly provided for.



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<PAGE>   84

         Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof at the expense of the Issuer, a new Security or Securities
of such series and of like tenor, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

         SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) a Person specifically identified in such written statement as
an Affiliate of the Issuer.

         SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment". The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date".

          In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for Securities (not
previously so credited) converted into Common Stock and so delivered to the
Trustee for cancellation, (c) receive credit for optional sinking fund payments
(not previously so credited) made pursuant to this Section 12.5, or (d) receive
credit for Securities of such series (not previously so credited) redeemed by
the Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.

          On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officer's
Certificate (a) specifying the portion of the mandatory sinking fund payment to
be satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit, (b) stating that none
of the Securities of such series to be so credited has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or
cured or otherwise ceased to exist) and are continuing, and (d) stating whether
or not the Issuer intends to exercise its right to make an optional sinking



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<PAGE>   85

fund payment with respect to such series and, if so, specifying the amount of
such optional sinking fund payment which the Issuer intends to pay on or before
the next succeeding sinking fund payment date. Any Securities of such series to
be credited and required to be delivered to the Trustee in order for the Issuer
to be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such 60th day, to deliver such Officer's
Certificate and Securities (subject to the parenthetical clause in the second
preceding sentence) specified in this paragraph, if any, shall not constitute a
default but shall constitute, on and as of such date, the irrevocable election
of the Issuer (i) that the mandatory sinking fund payment for such series due on
the next succeeding sinking fund payment date shall be paid entirely in cash
without the option to deliver or credit Securities of such series in respect
thereof, and (ii) that the Issuer will make no optional sinking fund payment
with respect to such series as provided in this Section 12.5.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 or a lesser sum if the Issuer shall so request with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of and interest, if any, on, the
Securities of such series at maturity.



                                       77
<PAGE>   86

         On or before each sinking fund payment date, the Issuer shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest,
if any, accrued to the date fixed for redemption on Securities to be redeemed on
such sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.7 or the default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section 12.5 to the redemption of such Securities.

                                ARTICLE THIRTEEN
                            CONVERSION OF SECURITIES

         SECTION 13.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are convertible into
Common Stock or, if so provided in a Board Resolution, Officer's Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the form and terms of the Securities of such series were
established, cash in lieu thereof, as and as to the extent provided by the terms
of the Securities of such series.

         SECTION 13.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder of any Security to be converted shall surrender
such Security to the Conversion Agent at any time during usual business hours at
its office or agency maintained for the purpose as provided in this Indenture,
accompanied by a fully executed written notice, in substantially the form set
forth on the reverse of the Security, that the Holder elects to convert such
Security or a stated portion thereof constituting a multiple of $1,000 in
principal amount, and, if such Security is surrendered for conversion during the
period between the close of business on any record date for such Security and
the opening of business on the related interest payment date (or on such
interest payment date), accompanied also by payment of an amount equal to the
interest payable on such interest payment date on the portion of the principal
amount of the Security being surrendered for conversion. Such notice



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<PAGE>   87

shall also state the name or names (and address) in which the certificate or
certificates for shares of Common Stock shall be issued (or to whom payment in
cash in lieu of Common Stock shall be made). Securities surrendered for
conversion shall (if so required by the Issuer or the Conversion Agent) be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the Conversion Agent duly
executed by, the Holder or his attorney duly authorized in writing. As promptly
as practicable after the receipt of such notice and the surrender of such
Security as aforesaid, the Issuer shall, subject to the provisions of Section
13.7, issue and deliver at such office or agency to such Holder, or on his
written order, a certificate or certificates for the surrender of full shares of
Common Stock issuable on conversion of such Security in accordance with the
provisions of such Security and cash as provided in Section 13.3, in respect of
any fraction of a share of Common Stock otherwise issuable upon such conversion
or, if so provided in a Board Resolution, Officer's Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established, cash
in lieu of shares of Common Stock. Such conversion shall be at the Conversion
Price in effect, and shall be deemed to have been converted immediately prior to
the close of business on the date (herein called the "Date of Conversion") on
which such notice in proper form shall have been received by the Conversion
Agent and such Security shall have been surrendered as aforesaid, and the Person
or Persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable, if any, upon such conversion shall be deemed to
have become on the Date of Conversion the holder or holders of record of the
shares represented thereby; provided, however, that any such surrender on any
date when the stock transfer books of the Issuer shall be closed shall
constitute the Person or Persons in whose name or names the certificate or
certificates for such shares are to be issued, if any, as the record holder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open but such conversion
shall nevertheless be at the Conversion Price in effect at the close of business
on the date when such Security shall have been so surrendered with the
conversion notice in proper form. In the case of conversion of a portion, but
less than all, of a Security, the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Issuer, a
Security or Securities in the aggregate principal amount of the unconverted
portion of the Security surrendered. Except as otherwise expressly provided in
this Indenture, no payment or adjustment shall be made for interest accrued on
any Security (or portion thereof) converted or for dividends or distributions on
any Common Stock issued upon conversion of any Security. The right, if any, of a
Holder of any Security to cause the Issuer to redeem, purchase or repay such
Security shall terminate upon receipt by the Issuer of any notice of conversion
of such Security.

         SECTION 13.3 Fractional Interests. No fractions of shares or scrip
representing fractions of shares shall be issued upon conversion of Securities.
If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the
Securities so surrendered. If any fraction of a share of Common Stock would,
except for the



                                       79
<PAGE>   88

provisions of this Section 13.3, be issuable on the conversion of any Security
or Securities, the Issuer shall make payment in lieu thereof in cash equal to
the value of such fraction computed on the basis of the Last Sale Price of one
share of Common Stock on the most recent Trading Day prior to the Date of
Conversion. "Last Sale Price" on any Trading Day shall mean (i) the closing
price regular way (or, if no closing price is reported the average of the bid
and asked prices) as reported on the New York Stock Exchange Composite Tape, or
(ii) if on such Trading Day the Common Stock is not listed or admitted to
trading on such exchange, the closing price regular way (or, if no closing price
is reported the average of the bid and asked prices) on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or (iii) if not listed or admitted to trading on any national securities
exchange on such Trading Day, then the average of the closing bid and asked
prices as reported through the National Association of Securities Dealers, Inc.
on its NASDAQ National Market System or NASDAQ System or a similar organization
if NASDAQ is no longer reporting information, or (iv) if the Common Stock is not
listed or admitted to trading on any national securities exchange or quoted on
such National Market System or NASDAQ System on such Trading Day, then the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any New York Stock Exchange member firm selected from time to time
by the Issuer for that purpose or (v) if not quoted by any such organization on
such Trading Day, the fair value of such Common Stock on such Trading Day, as
determined by the Board of Directors. The term "Trading Day" shall mean each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which
securities are not traded on any of the above mentioned exchanges or in such
markets.

         SECTION 13.4 Adjustment of Conversion Price. The conversion price or
rate (herein called the "Conversion Price") for a series of Securities shall be
as set forth in a Board Resolution, Officer's Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established, and,
except as otherwise provided therein, shall be subject to adjustment from time
to time as follows:

         (a) In case the Issuer shall (1) pay a dividend or make a distribution
in shares of Common Stock on the Common Stock, (2) subdivide its outstanding
shares of Common Stock into a greater number of shares, (3) combine its
outstanding shares of Common Stock into a smaller number of shares, (4) issue by
reclassification of its Common Stock any shares of capital stock of the Issuer
or (5) redeem any Associated Rights in exchange for shares of Common Stock, the
Conversion Price in effect immediately prior to such action shall be adjusted so
that the Holder of any Security thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock or other capital stock
of the Issuer which he would have owned immediately following such action had
such Security been converted immediately prior thereto. An adjustment made
pursuant to this subsection (a) shall become effective immediately, except as
provided in subsection (e) below, after the record date in the case of a
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or reclassification. If
as a result



                                       80
<PAGE>   89

of an adjustment made pursuant to this subsection (a), the Holder of any
Security thereafter surrendered for conversion shall become entitled to receive
shares of two or more classes of capital stock (including shares of Common Stock
and other capital stock) of the Issuer, the Board of Directors (whose
determination shall be conclusive and shall be described in a statement filed
with the Trustee) shall determine the allocation of the adjusted Conversion
Price between or among shares of such classes of capital stock or shares of
Common Stock and other capital stock.

         (b) In case the Issuer shall issue rights or warrants to all holders of
Common Stock entitling them (for a period not exceeding 45 days from the date of
such issuance) to subscribe for or purchase shares of Common Stock at a price
per share less than the current market price per share (as determined pursuant
to subsection (d) below) of the Common Stock on the record date mentioned below,
the Conversion Price shall be adjusted to a price, computed to the nearest cent,
so that the same shall equal the price determined by multiplying:

                           (1) the Conversion Price in effect immediately prior
                  to the date of issuance of such rights or warrants by a
                  fraction, of which

                           (2) the numerator shall be (A) the number of shares
                  of Common Stock outstanding on the date of issuance of such
                  rights or warrants, immediately prior to such issuance, plus
                  (B) the number of shares which the aggregate offering price of
                  the total number of shares so offered for subscription or
                  purchase would purchase at such current market price
                  (determined by multiplying such total number of shares by the
                  exercise price of such rights or warrants and dividing the
                  product so obtained by such current market price), and of
                  which

                           (3) the denominator shall be (A) the number of shares
                  of Common Stock outstanding on the date of issuance of such
                  rights or warrants, immediately prior to such issuance, plus
                  (B) the number of additional shares of Common Stock which are
                  so offered for subscription or purchase.

Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of holders
entitled to receive such rights or warrants.

         (c) In case the Issuer shall distribute to substantially all holders of
Common Stock, evidences of indebtedness, equity securities (including equity
interests in the Issuer's Subsidiaries) other than Common Stock, or other assets
(other than cash dividends paid out of surplus of the Issuer), or shall
distribute to substantially all holders of Common Stock rights or warrants to
subscribe for securities (other than those referred to in subsection (b) above)
then in each such case the Conversion Price shall be adjusted so that the same
shall equal the price determined by multiplying the Conversion Price in effect
immediately prior to the date of such distribution by a



                                       81
<PAGE>   90

fraction of which the numerator shall be the current market price per share
(determined as provided in subsection (d) below) of the Common Stock on the
record date mentioned below less the then fair market value (as determined by
the Board of Directors, whose determination shall, if made in good faith, be
conclusive evidence of such fair market value) of the portion of the assets so
distributed or of such subscription rights or warrants applicable to one share
of Common Stock, and of which the denominator shall be such current market price
per share of the Common Stock. Such adjustment shall become effective
immediately, except as provided in subsection (e) below, after the record date
for the determination of stockholders entitled to receive such distribution.

         (d) For the purpose of any computation under subsections (b) and (c)
above, the current market price per share of Common Stock on any date shall be
deemed to be the average of the Last Sale Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before the date in question.

         (e) In any case in which this Section 13.4 shall require that an
adjustment be made immediately following a record date, the Issuer may elect to
defer the effectiveness of such adjustment (but in no event until a date later
than the effective time of the event giving rise to such adjustment), in which
case the Issuer shall, with respect to any Security converted after such record
date and before such adjustment shall have become effective, (i) defer paying
any cash payment pursuant to Section 13.3 or issuing to the Holder of such
Security the number of shares of Common Stock and other capital stock of the
Issuer issuable upon such conversion in excess of the number of shares of Common
Stock and other capital stock of the Issuer issuable thereupon only on the basis
of the Conversion Price prior to adjustment and (ii), not later than five
Business Days after such adjustment shall have become effective, pay to such
Holder the appropriate cash payment pursuant to Section 13.3 and issue to such
Holder the additional shares of Common Stock and other capital stock of the
Issuer issuable on such conversion.

         (f) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% of the
Conversion Price; provided, that any adjustments which by reason of this
subsection (f) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment and, provided further, that adjustment
shall be required and made in accordance with the provisions of this Article
Thirteen (other than this subsection (f)) not later than such time as may be
required in order to preserve the tax-free nature of a distribution to the
holders of Securities or Common Stock. All calculations under this Article
Thirteen shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.

         (g) Whenever the Conversion Price is adjusted as herein provided, the
Issuer shall promptly (i) file with the Trustee and each Conversion Agent an
Officer's Certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment,
which certificate shall be



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conclusive evidence of the correctness of such adjustment, and (ii) mail or
cause to be mailed a notice of such adjustment to each Holder of Securities in
the manner provided in Section 11.4.

         Anything in this Section 13.4 to the contrary notwithstanding, the
Issuer shall be entitled to make such reductions in the Conversion Price, in
addition to those required by this Section 13.4, as it in its discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights or warrants to purchase stock or securities, or
distribution of other assets (other than cash dividends) hereafter made by the
Issuer to its stockholders shall not be taxable.

         SECTION 13.5 Continuation of Conversion Privilege in Case of Merger,
Consolidation or Sale of Assets. If any of the following shall occur, namely:
(a) any consolidation or merger of the Issuer as a result of which the holders
of Common Stock shall be entitled to receive stock, other securities or other
assets (including cash) with respect to or in exchange for Common Stock; or (b)
sale, lease, exchange or other disposition of all or substantially all of the
property and assets of the Issuer as an entirety, then the Issuer, or such
successor or purchasing corporation, as the case may be, shall, as a condition
precedent to such consolidation, merger, sale, lease, exchange or other
disposition, execute and deliver to the Trustee a supplemental indenture (which
shall conform to the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) providing that the Holder of each convertible Security then
Outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and other securities and property (including cash)
receivable upon or in connection with such consolidation, merger, sale, lease,
exchange or other disposition by a holder of the number of shares of Common
Stock issuable upon conversion of such Security immediately prior to such
consolidation, merger, sale, lease, exchange or other disposition. Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
Thirteen. If in the case of any such consolidation, merger, sale, lease,
exchange or other disposition, the stock or other securities and property
(including cash) receivable thereupon or in connection therewith by a holder of
shares of Common Stock includes shares of stock or other securities and property
(including cash) of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale, lease,
exchange or other disposition, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Securities as the Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 13.5 shall similarly apply to successive
consolidations, mergers, sales, leases, exchanges or other dispositions.

         Notice of the execution of each such supplemental indenture shall be
mailed to each Holder of Securities in the manner provided in Section 11.4.



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         Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, sale, lease, exchange or other disposition or to any adjustment to be
made with respect thereto, but, subject to the provisions of Sections 6.1 and
6.2, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officer's Certificate
(which the Issuer shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

         SECTION 13.6 Notice of Certain Events. If:

         (a) the Issuer shall declare a dividend (or any other distribution)
payable to the holders of Common Stock otherwise than in cash; or

         (b) the Issuer shall authorize the granting to all holders of Common
Stock of rights to subscribe for or purchase any shares of stock of any class or
of any other rights; or

         (c) the Issuer shall authorize any reclassification or change of the
Common Stock (other than a subdivision or combination of its outstanding shares
of Common Stock), or any consolidation or merger to which the Issuer is a party
and for which approval of any stockholders of the Issuer is required, or the
sale, lease, exchange or other disposition of all or substantially all the
property and assets of the Issuer; or

         (d) there shall be authorized or ordered any voluntary or involuntary
dissolution, liquidation or winding-up of the Issuer;

then, the Issuer shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 3.3, and
shall cause to be mailed to each Holder of Securities, in the manner provided in
Section 11.4, at least 20 days before the date hereinafter specified (or the
earlier of the dates hereinafter specified, in the event that more than one date
is specified), a notice stating the date on which (1) a record is expected to be
taken for the purpose of such dividend, distribution or rights, or if a record
is not to be taken, the date as of which the holders of Common Stock of record
to be entitled to such dividend, distribution or rights are to be determined, or
(2) such reclassification, change, consolidation, merger, sale, lease, exchange
or other disposition, dissolution, liquidation or winding-up is expected to
become effective and the date, if any is to be fixed, as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reclassification, change, consolidation, merger, sale, lease, exchange or other
disposition, dissolution, liquidation or winding-up.



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         SECTION 13.7 Taxes on Conversion. The Issuer will pay any and all
documentary, stamp or similar taxes payable to the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant thereto; provided, however, that the Issuer shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock in a name other than that of the
Holder of the Securities to be converted (or payment of cash in lieu thereof to
a Person other than such Holder) and no such issue or delivery (or payment)
shall be made unless and until the Person requesting such issue or delivery (or
payment) has paid to the Issuer the amount of any such tax or has established,
to the satisfaction of the Issuer, that such tax has been paid. The Issuer
extends no protection with respect to any other taxes imposed in connection with
conversion of Securities.

         SECTION 13.8 Issuer to Provide Stock. The Issuer shall reserve, free
from preemptive rights, out of its authorized but unissued shares, sufficient
shares to provide for the conversion of convertible Securities from time to time
as such Securities are presented for conversion, provided, however, that nothing
contained herein shall be construed to preclude the Issuer from satisfying its
obligations in respect of the conversion of Securities by delivery of
repurchased shares of Common Stock which are held in the treasury of the Issuer.

         If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued or delivered upon conversion, then the Issuer covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided however, that nothing in
this Section 13.8 shall be deemed to affect in any way the obligations of the
Issuer to convert Securities into Common Stock as provided in this Article
Thirteen.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the Common Stock, the
Issuer will take all corporate action which may, in the opinion of counsel, be
necessary in order that the Issuer may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price.

         The Issuer covenants that all shares of Common Stock which may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Issuer and free of preemptive rights.

SECTION 13.9 Disclaimer of Responsibility for Certain Matters. Neither the
Trustee, any Conversion Agent nor any agent of either shall at any time be under
any duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Conversion Price, or with
respect to the Officer's Certificate referred to in Section 13.4(g), or with
respect to the nature or



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extent of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making
the same. Neither the Trustee, any Conversion Agent nor any agent of either
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property
(including cash), which may at any time be issued or delivered upon the
conversion of any Security, and neither the Trustee, any Conversion Agent nor
any agent of either makes any representation with respect thereto. Neither the
Trustee, any Conversion Agent nor any agent of either shall be responsible for
any failure of the Issuer to issue, register the transfer of or deliver any
shares of Common Stock or stock certificates or other securities or property
(including cash) upon the surrender of any Security for the purpose of
conversion or, subject to Sections 6.1 and 6.2, to comply with any of the
covenants of the Issuer contained in this Article Thirteen.

         SECTION 13.10 Return of Funds Deposited for Redemption of Converted
Securities. Any funds which at any time shall have been deposited by the Issuer
or on its behalf with the Trustee or any Paying Agent for the purpose of paying
the principal of and interest, if any, on any of the Securities and which shall
not be required for such purposes because of the conversion of such Securities,
as provided in this Indenture, shall forthwith after such conversion be repaid
to the Issuer by the Trustee or such Paying Agent.

                                ARTICLE FOURTEEN
                                  SUBORDINATION

         SECTION 14.1 Securities Subordinated to Senior Indebtedness. The Issuer
covenants and agrees that anything in this Indenture or the Securities of any
series to the contrary notwithstanding, the indebtedness evidenced by the
Securities of each series is subordinate and junior in right of payment to all
Senior Indebtedness to the extent provided herein, and each Holder of Securities
of each series, by his acceptance thereof, likewise covenants and agrees to the
subordination herein provided and shall be bound by the provisions hereof.

         Subject to Section 14.4, if the Issuer shall default in the payment of
any principal of or interest on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
declaration of acceleration or otherwise, then, upon written notice of such
default to the Issuer by the holders of such Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of or interest on any of the Securities, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Securities other than those made in capital stock of the Issuer (or cash in lieu
of fractional shares thereof) pursuant to Article Thirteen or otherwise made in
capital stock of the Issuer (or cash in lieu of fractional shares thereof).



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         If (a) without the consent of the Issuer a court having jurisdiction
shall enter an order for relief with respect to the Issuer under the Bankruptcy
Code or without the consent of the Issuer a court having jurisdiction shall
enter a judgment, order or decree adjudging the Issuer as bankrupt or insolvent,
or enter an order for relief for reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under the Bankruptcy Code or
applicable state insolvency law, or (b) the Issuer shall institute proceedings
for entry of an order for relief with respect to the Issuer under the Bankruptcy
Code or for an adjudication of insolvency, or shall consent to the institution
of bankruptcy or insolvency proceedings against it, or shall file a petition
seeking, or seek or consent to reorganization, arrangement, composition or
relief under the Bankruptcy Code or any applicable state law, or shall consent
to the filing of such petition or to the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or similar official of the Issuer or
of substantially all of its property, or the Issuer shall make a general
assignment for the benefit of creditors as recognized under the Bankruptcy Code,
then all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), which would otherwise
(but for these subordination provisions) be payable or deliverable in respect of
the Securities of any series shall be paid or delivered directly to the holders
of Senior Indebtedness in accordance with the priorities then existing among
such holders until all Senior Indebtedness (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in
full. In the event of any such proceeding, after payment in full of all sums
owing with respect to Senior Indebtedness, the Holders of the Securities,
together with the holders of any obligations of the Issuer ranking on a parity
with the Securities, shall be entitled to be paid from the remaining assets of
the Issuer the amounts at the time due and owing on account of unpaid principal
of and interest, if any, on the Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Issuer ranking
junior to the Securities and such other obligations.

         If, notwithstanding the foregoing, any payment or distribution of any
character, whether in cash, securities or other property (other than securities
of the Issuer or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or



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readjustment), shall be received by the Trustee or any Holder in contravention
of any of the terms hereof, such payment or distribution shall be received in
trust for the benefit of, and shall be paid over or delivered and transferred
to, the holders of the Senior Indebtedness then outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all
such Senior Indebtedness in full. In the event of the failure of the Trustee or
any Holder to endorse or assign any such payment, distribution or security, each
holder of Senior Indebtedness is hereby irrevocably authorized to endorse or
assign the same.

         No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer.
Nothing contained herein shall impair, as between the Issuer and the Holders of
Securities of each series, the obligation of the Issuer to pay to such Holders
the principal of and interest, if any, on such Securities or prevent the Trustee
or the Holder from exercising all rights, powers and remedies otherwise
permitted by applicable law or hereunder upon a default or Event of Default
hereunder, all subject to the rights of the holders of the Senior Indebtedness
to receive cash, securities or other property otherwise payable or deliverable
to the Holders.

         Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payments or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Issuer and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Issuer on account of Senior Indebtedness,
and not on account of the Securities of such series.

         The provisions of this Section 14.1 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

         The securing of any obligations of the Issuer, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

         SECTION 14.2 Reliance on Certificate of Liquidating Agent; Further
Evidence as to Ownership of Senior Indebtedness. Upon any payment or
distribution of assets of the Issuer, the Trustee and the Holders shall be
entitled to rely upon an order or



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decree issued by any court of competent jurisdiction in which such dissolution
or winding up or liquidation or reorganization or arrangement proceedings are
pending or upon a certificate of the trustee in bankruptcy, receiver, assignee
for the benefit of creditors or other Person making such payment or
distribution, delivered to the Trustee or to the Holders, for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Issuer, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen. In
the absence of any such bankruptcy trustee, receiver, assignee or other Person,
the Trustee shall be entitled to rely upon a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee or
representative on behalf of such holder) as evidence that such Person is a
holder of Senior Indebtedness (or is such a trustee or representative). If the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distributions pursuant to this Article Fourteen,
the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, as to the extent to which such Person is entitled to participate in such
payment or distribution, and as to other facts pertinent to the rights of such
Person under this Article Fourteen, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         SECTION 14.3 Payment Permitted If No Default. Nothing contained in this
Article Fourteen or elsewhere in this Indenture, or in any of the Securities,
shall prevent (a) the Issuer at any time, except during the pendency of any
default in the payment of any principal of or interest on any Senior
Indebtedness as described in Section 14.1 or of any of the events described in
clauses (a) and (b) of Section 14.1, from making payments of the principal of or
interest, if any, on the Securities, or (b) the application by the Trustee or
any Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest, if any, on the Securities, unless and until the
Trustee or such Paying Agent, as the case may be, shall have timely received the
Officer's Certificate or written notice provided for in Section 14.5.

         SECTION 14.4 Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or under any Senior Indebtedness,
other than any Senior Indebtedness as to which the provisions of this Section
14.4 shall have been waived by the Issuer in the instrument or instruments by
which the Issuer incurred, assumed, guaranteed or otherwise created such Senior
Indebtedness, shall not be deemed a default under Section 14.1 if (i) the Issuer
shall be disputing its obligation to make such payment or perform such
obligation, and (ii) either (A) no final judgment relating to such dispute shall
have been issued against the Issuer which is in full force and effect and is not
subject to further review, including a judgment that has become final by reason
of the expiration of the time within which a party may seek further appeal or
review, or (B) in the event of a judgment that is subject to further review or
appeal has been issued, the Issuer shall in good faith be prosecuting an



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appeal or other proceeding for review, and a stay of execution shall have been
obtained pending such appeal or review.

         SECTION 14.5 Trustee Not Charged with Knowledge of Prohibition.
Anything in this Article Fourteen or elsewhere in this Indenture contained to
the contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses (a)
and (b) of Section 14.1 has happened, unless and until the Trustee shall have
received an Officer's Certificate to that effect or notice in writing to that
effect signed by or on behalf of the holder or holders, or their
representatives, of Senior Indebtedness who shall have been certified by the
Issuer or otherwise established to the reasonable satisfaction of the Trustee to
be such holder or holders or representatives or from any trustee under any
indenture pursuant to which such Senior Indebtedness shall be outstanding;
provided, however, that, if the Trustee shall not have received the Officer's
Certificate or notice provided for in this Section 14.5 at least three Business
Days preceding the date upon which by the terms hereof any such moneys may
become payable for any purpose (including, without limitation, the payment of
either the principal of or interest, if any, on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and apply the same to the purpose for
which they were received and shall not be affected by any notice to the contrary
which may be received by it within three Business Days preceding such date. The
Issuer shall give prompt written notice to the Trustee and to each Paying Agent
of any facts which would prohibit any payment of moneys to or by the Trustee or
any Paying Agent, and the Trustee shall not be charged with knowledge of the
curing of any default or the elimination of any other fact or condition
preventing such payment or distribution unless and until the Trustee shall have
received an Officer's Certificate to such effect.

         SECTION 14.6 Trustee to Effectuate Subordination. Each Holder of
Securities 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 as between such Holder and holders of Senior Indebtedness as
provided in this Article Fourteen and appoints the Trustee its attorney-in-fact
for any and all such purposes.

         SECTION 14.7 Rights of Trustee as Holder of Senior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article Fourteen
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article Fourteen shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.6.

         SECTION 14.8 Article Applicable to Paying Agents. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article
Fourteen shall in



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such case (unless the context shall otherwise require) be construed as extending
to and including such Paying Agent within its meaning as fully for all intents
and purposes as if the Paying Agent were named in this Article Fourteen in
addition to or in place of the Trustee; provided, however, that Sections 14.5
and 14.7 shall not apply to the Issuer if it acts as Paying Agent.

         SECTION 14.9 Subordination Rights Not Impaired by Acts or Omissions of
the Issuer or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Issuer or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness, including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Securities or the
Trustee and without affecting the obligations of the Issuer, the Trustee or the
Holders of Securities under this Article Fourteen.

         SECTION 14.10 Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Senior Indebtedness, and shall not be liable to any such holders if it shall
mistakenly pay over or distribute money or assets to Securityholders or the
Issuer.

         SECTION 14.11 Trust Indenture Act of 1939 Controls. If any provision of
this Indenture limits, qualifies, or conflicts with the duties imposed by
operation of the Trust Indenture Act of 1939, the imposed duties, whether or not
this Indenture has been qualified under the Trust Indenture Act of 1939, shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act of 1939 that may be so modified or excluded, then the
applicable Trust Indenture Act of 1939 provision shall be deemed to apply to
this Indenture as so modified, or shall be excluded, as the case may be.



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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, effective as of the date and year first set forth above.


                                       SERVICE CORPORATION INTERNATIONAL



                                       By      /s/ FRANK T. HUNDLEY
                                              ----------------------------------
                                       Name:   Frank T. Hundley
                                              ----------------------------------
                                       Title:  Vice President Treasurer
                                              ----------------------------------



                                       THE CHASE MANHATTAN BANK, as Trustee



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



                                       92