<PAGE>   1
                                                                     EXHIBIT 4.3

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




                         PERFORMANCE FOOD GROUP COMPANY,
                                                              Issuer


                                       to


                                       !,
                                                              Trustee



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

                                    INDENTURE
                                 ---------------



                                 Dated as of !



                                 Debt Securities









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


<PAGE>   2



                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture


<TABLE>
<CAPTION>
   Trust Indenture
     Act Section                                                                                 Indenture Section
-----------------------                                                                          -----------------
<S>                                                                                              <C>
ss.310(a)(1)                    ............................................................          607
      (a)(2)                    ............................................................          607
      (b)                       ............................................................          608
ss.312(a)                       ............................................................          701
      (b)                       ............................................................          702
      (c)                       ............................................................          702
ss.313(a)                       ............................................................          703
      (b)(2)                    ............................................................          703
      (c)                       ............................................................          703
      (d)                       ............................................................          703
ss.314(a)                       ............................................................          704
      (c)(1)                    ............................................................          102
      (c)(2)                    ............................................................          102
      (e)                       ............................................................          102
      (f)                       ............................................................          102
ss.316(a)(last sentence)        ............................................................          101
      (a)(1)(A)                 ............................................................          502, 512
      (a)(1)(B)                 ............................................................          513
      (b)                       ............................................................          508
ss.317(a)(1)                    ............................................................          503
      (a)(2)                    ............................................................          504
      (b)                       ............................................................          1003
ss.318(a)                       ............................................................          108
</TABLE>

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


Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.


                                       i


<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
                                                      ARTICLE ONE

                                 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
         <S>               <C>                                                                                  <C>
         Section 101.      Definitions............................................................................2
         Section 102.      Compliance Certificates and Opinions..................................................11
         Section 103.      Form of Documents Delivered to Trustee................................................11
         Section 104.      Acts of Holders.......................................................................12
         Section 105.      Notices, etc..........................................................................13
         Section 106.      Notice to Holders of Securities; Waiver...............................................14
         Section 107.      Language of Notices...................................................................15
         Section 108.      Conflict with Trust Indenture Act.....................................................15
         Section 109.      Effect of Headings and Table of Contents..............................................15
         Section 110.      Successors and Assigns................................................................15
         Section 111.      Separability Clause...................................................................15
         Section 112.      Benefits of Indenture.................................................................15
         Section 113.      Governing Law.........................................................................16
         Section 114.      Legal Holidays........................................................................16
         Section 115.      Counterparts..........................................................................16
         Section 116.      Judgment Currency.....................................................................16
         Section 117.      Extension of Payment Dates............................................................17
         Section 118.      Immunity of Stockholders, Directors, Officers and
                           Agents of the Company.................................................................17

                                                        ARTICLE TWO

                                                      SECURITIES FORMS

         Section 201.      Forms Generally.......................................................................17
         Section 202.      Form of Trustee's Certificate of Authentication.......................................18
         Section 203.      Securities in Global Form.............................................................18


                                                       ARTICLE THREE

                                                       THE SECURITIES

         Section 301.      Amount Unlimited; Issuable in Series..................................................19
         Section 302.      Currency; Denominations...............................................................24
         Section 303.      Execution, Authentication, Delivery and Dating........................................24
         Section 304.      Temporary Securities..................................................................25
</TABLE>


                                       i

<PAGE>   4


<TABLE>
         <S>               <C>                                                                                   <C>
         Section 305.      Registration, Transfer and Exchange...................................................26
         Section 306.      Mutilated, Destroyed, Lost and Stolen Securities......................................30
         Section 307.      Payment of Interest and Certain Additional Amounts
                            Rights to Interest and Certain Additional Amounts Preserved..........................31
         Section 308.      Persons Deemed Owners.................................................................32
         Section 309.      Cancellation..........................................................................33
         Section 310.      Computation of Interest...............................................................33

                                                           ARTICLE FOUR

                                              SATISFACTION AND DISCHARGE OF INDENTURE

         Section 401.      Satisfaction and Discharge............................................................34
         Section 402.      Defeasance and Covenant Defeasance....................................................35
         Section 403.      Application of Trust Money............................................................40
         Section 404.      Reinstatement.........................................................................40
         Section 405.      Effect on Subordination Provisions....................................................41

                                                          ARTICLE FIVE

                                                            REMEDIES

         Section 501.      Events of Default.....................................................................41
         Section 502.      Acceleration of Maturity; Rescission and Annulment....................................44
         Section 503.      Collection of Indebtedness and Suits for Enforcement
                           by Trustee............................................................................45
         Section 504.      Trustee May File Proofs of Claim......................................................46
         Section 505.      Trustee May Enforce Claims without Possession of Securities
                           or Coupons............................................................................46
         Section 506.      Application of Money Collected........................................................47
         Section 507.      Limitations on Suits..................................................................47
         Section 508.      Unconditional Right of Holders to Receive Principal and
                           any Premium, Interest and Additional Amounts..........................................48
         Section 509.      Restoration of Rights and Remedies....................................................48
         Section 510.      Rights and Remedies Cumulative........................................................48
         Section 511.      Delay or Omission Not Waiver..........................................................49
         Section 512.      Control by Holders of Securities......................................................49
         Section 513.      Waiver of Past Defaults...............................................................49
         Section 514.      Waiver of Usury, Stay or Extension Laws...............................................50
         Section 515.      Undertaking for Costs.................................................................50
</TABLE>


                                       ii

<PAGE>   5


                                   ARTICLE SIX

                                   THE TRUSTEE

<TABLE>
         <S>               <C>                                                                                   <C>
         Section 601.      Certain Rights of Trustee.............................................................50
         Section 602.      Notice of Defaults....................................................................51
         Section 603.      Not Responsible for Recitals or Issuance of Securities................................52
         Section 604.      May Hold Securities...................................................................52
         Section 605.      Money Held in Trust...................................................................52
         Section 606.      Compensation and Reimbursement........................................................52
         Section 607.      Corporate Trustee Required; Eligibility...............................................53
         Section 608.      Resignation and Removal; Appointment of Successor.....................................54
         Section 609.      Acceptance of Appointment by Successor................................................55
         Section 610.      Merger, Conversion, Consolidation or Succession to Business...........................56
         Section 611.      Appointment of Authenticating Agent...................................................57

                                                      ARTICLE SEVEN

                                     HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701.      Company to Furnish Trustee Names and Addresses of Holders.............................58
         Section 702.      Preservation of Information; Communications to Holders................................59
         Section 703.      Reports by Trustee....................................................................59
         Section 704.      Reports by Company....................................................................59

                                                      ARTICLE EIGHT

                                              CONSOLIDATION, MERGER AND SALES

         Section 801.      Company May Consolidate, Etc..........................................................60
         Section 802.      Successor Person Substituted for Company..............................................61

                                                       ARTICLE NINE

                                                  SUPPLEMENTAL INDENTURES

         Section 901.      Supplemental Indentures without Consent of Holders....................................61
         Section 902.      Supplemental Indentures with Consent of Holders.......................................63
         Section 903.      Execution of Supplemental Indentures..................................................64
         Section 904.      Effect of Supplemental Indentures.....................................................65
         Section 905.      Reference in Securities to Supplemental Indentures....................................65
         Section 906.      Effect on Senior Indebtedness.........................................................65
         Section 907.      Conformity with Trust Indenture Act...................................................65
</TABLE>


                                      iii

<PAGE>   6

                                   ARTICLE TEN

                                    COVENANTS

<TABLE>
         <S>               <C>                                                                                   <C>
         Section 1001.     Payment of Principal, Premium, Interest and
                           Additional Amounts....................................................................65
         Section 1002.     Maintenance of Office or Agency.......................................................66
         Section 1003.     Money for Securities Payments to Be Held in Trust.....................................67
         Section 1004.     Additional Amounts....................................................................69
         Section 1005.     Corporate Existence...................................................................69
         Section 1006.     Maintenance of Properties.............................................................70
         Section 1007.     Payment of Taxes and Other Claims.....................................................70
         Section 1008.     Waiver of Certain Covenants...........................................................70
         Section 1009.     Company Statement as to Compliance....................................................71

                                                        ARTICLE ELEVEN

                                                   REDEMPTION OF SECURITIES

         Section 1101.     Applicability of Article..............................................................71
         Section 1102.     Election to Redeem; Notice to Trustee.................................................71
         Section 1103.     Selection by Trustee of Securities to be Redeemed.....................................71
         Section 1104.     Notice of Redemption..................................................................72
         Section 1105.     Deposit of Redemption Price...........................................................74
         Section 1106.     Securities Payable on Redemption Date.................................................74
         Section 1107.     Securities Redeemed in Part...........................................................75


                                                          ARTICLE TWELVE

                                                           SINKING FUNDS

         Section 1201.     Applicability of Article..............................................................75
         Section 1202.     Satisfaction of Sinking Fund Payments with Securities.................................76
         Section 1203.     Redemption of Securities for Sinking Fund.............................................76


                                                          ARTICLE THIRTEEN

                                                 REPAYMENT AT THE OPTION OF HOLDERS

         Section 1301.     Applicability of Article..............................................................77
</TABLE>


                                       iv

<PAGE>   7


                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

<TABLE>
         <S>               <C>                                                                                   <C>
         Section 1401.     Applicability of Article..............................................................77

                                                       ARTICLE FIFTEEN

                                              MEETINGS OF HOLDERS OF SECURITIES

         Section 1501.     Purposes for Which Meetings May Be Called.............................................78
         Section 1502.     Call, Notice and Place of Meetings....................................................78
         Section 1503.     Persons Entitled to Vote at Meetings..................................................78
         Section 1504.     Quorum; Action........................................................................79
         Section 1505.     Determination of Voting Rights; Conduct and
                           Adjournment of Meetings...............................................................79
         Section 1506.     Counting Votes and Recording Action of Meetings.......................................80


                                                        ARTICLE SIXTEEN

                                           SUBORDINATION OF SUBORDINATED SECURITIES

         Section 1601.     Agreement to Subordinate..............................................................81
</TABLE>


                                       v

<PAGE>   8


         INDENTURE, dated as of June !, 2001 (the "Indenture"), between
Performance Food Group Company, a corporation duly organized and existing under
the laws of the State of Tennessee (hereinafter called the "Company"), having
its principal executive office located at 12500 West Creek Parkway, Richmond,
Virginia 23238, and !, a ! duly organized and existing under the laws of !
(hereinafter called the "Trustee").

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior and
subordinated unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities"), unlimited as to principal amount, to bear
such rates of interest, to mature at such time or times, to be issued in one or
more series, to have such relative rankings in priority of payment, and to have
such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                       1

<PAGE>   9


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101. Definitions.

         Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

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

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

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

                  (4) the words "herein", "hereof", "hereto" 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;

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both", not "either A or B but not
         both");

                  (6) provisions apply to successive events and transactions;

                  (7) the term "merger" includes a statutory share exchange and
         the term "merge" has a correlative meaning;

                  (8) the masculine gender includes the feminine and the neuter;
         and

                  (9) references to agreements and other instruments include
         subsequent amendments and supplements thereto.

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

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

         "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

         "Affiliate" means, with respect to any specified Person, 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


                                       2

<PAGE>   10


specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are not Business Days in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same place meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "Bearer Security" means any Security in the form established pursuant
to Section 201 which is payable to bearer.

         "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

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

         "Business Day" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, any day other than a Saturday, Sunday or
other day on which banking institutions in The City of New York are authorized
or obligated by law, regulation or executive order to close; provided that such
term shall mean, when used with respect to any payment of principal of, or
premium or interest, if any, on, or Additional Amounts with respect to, the
Securities of any series to be made at any Place of Payment for such Securities,
unless otherwise specified pursuant to Section 301 with respect to such
Securities, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment are authorized or obligated by law,
regulation or executive order to close.

         "Capital Stock" means with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) in the
equity of such Person (including, without limitation, (i) with respect to a
corporation, common stock, preferred stock and any other capital stock, (ii)
with respect to a partnership, partnership interests (whether general or
limited), and (iii) with respect to a limited liability company, limited
liability company interests).

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

         "Common Stock" includes any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.


                                       3

<PAGE>   11

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman, the Chief Executive Officer, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

         "Corporate Trust Office" means [either (A)] the principal corporate
trust office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Indenture is located at[, or (B) for purposes of Sections 301(9) and
1002, "Corporate Trust Office" means the principal corporate trust office of the
Trustee in the Borough of Manhattan, The City of New York at which at any
particular time its corporate trust business shall be administered in The City
of New York, which office at the date of original execution of this Indenture is
located c/o] !, Attention !.

         "Corporation" includes corporations, partnerships, associations,
limited liability companies and other companies, and business trusts.

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

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's, CUSIP Service Bureau.

         "Debt" means indebtedness for borrowed money or evidenced by bonds,
notes, debentures or other similar instruments.

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

         "Depository" means, with respect to any Security issuable or issued in
the form of one or more global Securities, the Person designated as depository
by the Company in or pursuant to this Indenture, and, unless otherwise provided
with respect to any Security, any successor to such Person. If at any time there
is more than one such Person, "Depository" shall mean, with respect to any
Securities, the depository which has been appointed with respect to such
Securities.


                                       4


<PAGE>   12


         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

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

         "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the United
States of America or by any recognized confederation or association of such
government.

         "GAAP" means, unless otherwise specified with respect to any Securities
pursuant to Section 301, such accounting principles as are generally accepted in
the United States of America as of the date or time of any computation required
hereunder.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on the relevant Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of
such government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and, with respect to any Security, by the terms and provisions of such Security
and any Coupon appertaining thereto established pursuant to Section 301 (as such
terms and provisions may be amended pursuant to the applicable provisions
hereof), provided, however, that, if at any time more than one Person is acting
as Trustee under this instrument, "Indenture" shall mean, with respect to any
one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of those
particular series of Securities for which such Person is Trustee established
pursuant to Section 301, exclusive,


                                       5

<PAGE>   13


however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

         "Judgment Currency" has the meaning specified in Section 116.

         "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture or such Security, whether
at the Stated Maturity or by declaration of acceleration, notice of redemption
or repurchase, notice of option to elect repayment or otherwise, and includes a
Redemption Date for such Security.

         "New York Banking Day" has the meaning specified in Section 116.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 1002 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 1002 or, to the
extent designated or required by Section 1002 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "Officers' Certificate" means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, that complies with the requirements of Section 314(e) of the Trust
Indenture Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

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

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


                                       6

<PAGE>   14

                  (a)      any such Security theretofore cancelled by the
                           Trustee or the Security Registrar or delivered to the
                           Trustee or the Security Registrar for cancellation;

                  (b)      any such Security for whose payment at the Maturity
                           thereof money in the necessary amount has been
                           theretofore deposited pursuant hereto (other than
                           pursuant to Section 402) with the Trustee or any
                           Paying Agent (other than the Company) in trust or set
                           aside and segregated in trust by the Company (if the
                           Company shall act as its own Paying Agent) for the
                           Holders of such Securities and any Coupons
                           appertaining thereto, provided that, if such
                           Securities are to be redeemed, notice of such
                           redemption has been duly given pursuant to this
                           Indenture or provision therefor satisfactory to the
                           Trustee has been made;

                  (c)      any such Security with respect to which the Company
                           has effected defeasance or covenant defeasance
                           pursuant to Section 402; except to the extent
                           provided in Section 402;

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

                  (e)      any such Security converted or exchanged as
                           contemplated by this Indenture into Common Stock or
                           other securities, if the terms of such Security
                           provide for such conversion or exchange pursuant to
                           Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee


                                       7

<PAGE>   15


shall be protected in making any such determination or relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded. Securities so owned which shall have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee's right so to act with respect to
such Securities and (B) that the pledgee is not the Company or any other obligor
upon the Securities or any Coupons appertaining thereto or an Affiliate (other
than a Trust) of the Company or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

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

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

         "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the record date for the
payment of such interest.

         "Required Currency" has the meaning specified in Section 116.

         "Responsible Officer" means any officer of the Trustee in its Corporate
Trust Office and also means, with respect to a particular corporate trust
matter, any other officer or employee of the Trustee to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


                                       8

<PAGE>   16


         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

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

         "Senior Indebtedness", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

         "Significant Subsidiary" means, with respect to the Company, any
Subsidiary of the Company which is a "significant subsidiary" as defined in Rule
1-02 of Regulation S-X promulgated by the Commission (as such rule is in effect
on the date of this Indenture).

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

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

         "Subordinated Security" or "Subordinated Securities" means Securities
which, pursuant to Section 301(25), are expressly made subordinate in right of
payment to Senior Indebtedness.

         "Subordination Provisions", when used with respect to the Subordinated
Securities of any series, shall have the meaning established pursuant to Section
301(25) with respect to the Subordinated Securities of such series.

         "Subsidiary" means (1) any corporation at least a majority of the total
voting power of whose outstanding Voting Stock is owned, directly or indirectly,
at the date of determination by the Company and/or one or more other
Subsidiaries, and (2) any other Person in which the Company and/or one or more
other Subsidiaries, directly or indirectly, at the date of determination, (x)
own at least a majority of the outstanding ownership interests or (y) have the
power to elect or direct the election of at least a majority of the directors,
trustees or members of any other governing body of such Person.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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


                                       9

<PAGE>   17


         "United States", means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction; and the term "United States of
America" means the United States of America.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

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

         "Voting Stock" means with respect to any corporation, securities of
any class or series of such corporation the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of directors of
the corporation.

         Section 102. Compliance Certificates and Opinions.

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

         Section 103. Form of Documents Delivered to Trustee.

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

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


                                       10

<PAGE>   18


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

         Section 104. Acts of Holders.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders of Securities of such
series may, alternatively, be embodied in and evidenced by the record of Holders
of Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1506.

         Without limiting the generality of this Section 104, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a global Security, may make, give or take, by a proxy or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other Act provided in or pursuant to this Indenture
or the Securities to be made, given or taken by Holders, and a Depository that
is a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such
Depository's standing instructions and customary practices.

         (2) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

         (3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.


                                       11

<PAGE>   19


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

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

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

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

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,


                                       12

<PAGE>   20


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

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

         Section 106. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security affected by such
         event, at his address as it appears in the Security Register, not later
         than the latest date, and not earlier than the earliest date,
         prescribed for the giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities, if any, if published in an Authorized Newspaper in
         The City of New York and, if such Securities are then listed on any
         stock exchange outside the United States, in an Authorized Newspaper in
         such city as the Company shall advise the Trustee that such stock
         exchange so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

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

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.


                                       13

<PAGE>   21


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

         Section 107. Language of Notices.

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

         Section 108. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 109. Effect of Headings and Table of Contents.

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

         Section 110. Successors and Assigns.

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

         Section 111. Separability Clause.

         In case any provision in this Indenture, any Security or any Coupon
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not, to the fullest extent
permitted by law, in any way be affected or impaired thereby.

         Section 112. Benefits of Indenture.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and their successors hereunder and the Holders of
Securities or Coupons, and, in the case of the Subordinated Securities of any
series, the holders of Senior Indebtedness with respect to such series, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         Section 113. Governing Law.

         This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
State.


                                       14

<PAGE>   22


         Section 114. Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any
Security shall be a day which is not a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon or in the Board
Resolution, Officers' Certificate or supplemental indenture establishing the
terms of any Security that specifically states that such provision shall apply
in lieu hereof) payment need not be made at such Place of Payment on such date,
but such payment may be made on the next succeeding day that is a Business Day
at such Place of Payment with the same force and effect as if made on the
Interest Payment Date, at the Stated Maturity or Maturity or on any such other
payment date, as the case may be, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Stated Maturity, Maturity or other payment date, as the case may
be, to the next succeeding Business Day.

         Section 115. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 116. Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Banking Day preceding that on which a final unappealable judgment is
given and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
clause (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York or a
day on which banking institutions in The City of New York are authorized or
obligated by law, regulation or executive order to be closed. The provisions of
this Section 116 shall not be applicable with respect to any payment due on a
Security which is payable in Dollars.


                                       15

<PAGE>   23


         Section 117. Extension of Payment Dates.

         In the event that (i) the terms of any Security or Coupon appertaining
thereto established in or pursuant to this Indenture permit the Company or any
Holder thereof to extend the date on which any payment of principal of, or
premium, if any, or interest, if any, on, or Additional Amounts, if any, with
respect to such Security or Coupon is due and payable and (ii) the due date for
any such payment shall have been so extended, then all references herein to the
Stated Maturity of such payment (and all references of like import) shall be
deemed to refer to the date as so extended.

         Section 118. Immunity of Stockholders, Directors, Officers and Agents
of the Company.

         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 past, present or future stockholder,
employee, officer or director, as such, of the Company or of any predecessor or
successor, either directly or through the Company or any predecessor or
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 and as part of the consideration for
the issue of the Securities.

                                  ARTICLE TWO

                                SECURITIES FORMS

         Section 201. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officer of the Company executing
such Security or Coupon as evidenced by the execution of such Security or
Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.

         Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officer of the Company executing such
Securities or Coupons, as evidenced by the execution of such Securities or
Coupons.


                                       16


<PAGE>   24

         Section 202. Form of Trustee's Certificate of Authentication.

         Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                         !,
                                             as Trustee



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


         Section 203. Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in global form. If Securities
of a series shall be issuable in temporary or permanent global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified therein, in this Indenture or in
the Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in global form in the
manner and upon instructions given by the Person or Persons specified therein,
in this Indenture or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.
Notwithstanding the foregoing provisions of this paragraph, in the event a
global Security is exchangeable for definitive Securities as provided in Section
305, then, unless otherwise provided in or pursuant to this Indenture with
respect to the Securities of such series, the Trustee shall deliver and
redeliver such global Security to the extent necessary to effect such exchanges,
shall endorse such global Security to reflect any decrease in the principal
amount thereto resulting from such exchanges and shall take such other actions,
all as contemplated by Section 305.

         Notwithstanding the provisions of Section 307, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.


                                       17

<PAGE>   25


         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 301.

                                 ARTICLE THREE

                                 THE SECURITIES

         Section 301. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to one or more Board
Resolutions and set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of any Securities of
a series,

                  (1) the title of the Securities of such series;

                  (2) any limit upon the aggregate principal amount of the
         Securities of such series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of such series pursuant to Section 304, 305, 306, 905
         or 1107, upon repayment in part of any Security of such series pursuant
         to Article Thirteen or upon surrender in part of any Security for
         conversion or exchange into Common Stock or other securities pursuant
         to its terms), and if such series may be reopened from time to time for
         the issuance of additional Securities of such series or to establish
         additional terms of such series;

                  (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

                  (4) if any of such Securities are to be issuable in global
         form, when any of such Securities are to be issuable in global form and
         (i) whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in any
         such global Security may exchange such interests for Securities of the
         same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 305, (iii) the
         name of the Depository with respect to any such global


                                       18

<PAGE>   26


         Security and (iv) if applicable and in addition to the Persons
         specified in Section 305, the Person or Persons who shall be entitled
         to make any endorsements on any such global Security and to give the
         instructions and take the other actions with respect to such global
         Security contemplated by the first paragraph of Section 203;

                  (5) if any of such Securities are to be issuable as Bearer
         Securities, the date as of which any such Bearer Security shall be
         dated (if other than the date of original issuance of the first of such
         Securities to be issued);

                  (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal
         and premium, if any, of such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method or methods, if any, by which such rate
         or rates are to be determined, the date or dates, if any, from which
         such interest shall accrue or the method or methods, if any, by which
         such date or dates are to be determined, the Interest Payment Dates, if
         any, on which such interest shall be payable and the Regular Record
         Date, if any, for the interest payable on Registered Securities on any
         Interest Payment Date, the notice, if any, to Holders regarding the
         determination of interest on a floating rate Security and the manner of
         giving such notice, and the basis upon which interest shall be
         calculated if other than that of a 360-day year of twelve 30-day
         months;

                  (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer or exchange,
         any of such Securities may be surrendered for conversion or exchange
         and notices or demands to or upon the Company in respect of such
         Securities and this Indenture may be served;

                  (10) whether any of such Securities are to be redeemable at
         the option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

                  (11) if the Company is obligated to redeem or purchase any of
         such Securities pursuant to any sinking fund or analogous provision or
         at the option of any Holder


                                       19

<PAGE>   27

         thereof and, if so, the date or dates on which, the period or periods
         within which, the price or prices at which and the other terms and
         conditions upon which such Securities shall be redeemed or purchased,
         in whole or in part, pursuant to such obligation, and any provisions
         for the remarketing of such Securities so redeemed or purchased;

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

                  (13) whether the Securities of the series will be convertible
         into and/or exchangeable for Common Stock or other securities, and if
         so, the terms and conditions upon which such Securities will be so
         convertible or exchangeable, and any deletions from or modifications or
         additions to this Indenture to permit or to facilitate the issuance of
         such convertible or exchangeable Securities or the administration
         thereof;

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the Maturity thereof pursuant to
         Section 502 or the method by which such portion is to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
         payment of the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities shall be
         payable;

                  (16) if the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities are to be
         payable, at the election of the Company or a Holder thereof or
         otherwise, in Dollars or in a Foreign Currency other than that in which
         such Securities are stated to be payable, the date or dates on which,
         the period or periods within which, and the other terms and conditions
         upon which, such election may be made, and the time and manner of
         determining the exchange rate between the Currency in which such
         Securities are stated to be payable and the Currency in which such
         Securities or any of them are to be paid pursuant to such election, and
         any deletions from or modifications of or additions to the terms of
         this Indenture to provide for or to facilitate the issuance of
         Securities denominated or payable, at the election of the Company or a
         Holder thereof or otherwise, in a Foreign Currency;

                  (17) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity indices or other indices), and, if so, the terms and conditions
         upon which and the manner in which such amounts shall be determined and
         paid or payable;

                  (18) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to any of
         such Securities (whether or not such Events of Default or covenants are
         consistent with the Events of Default or covenants set


                                       20

<PAGE>   28


         forth herein), and whether Section 1008 shall be applicable with
         respect to any such additional covenants;

                  (19) if either or both of Section 402(2) relating to
         defeasance or Section 402(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 402(3) relating to the
         Securities of such series which shall be subject to covenant
         defeasance, and, if the Securities of such series are subject to
         repurchase or repayment at the option of the Holders thereof pursuant
         to Article Thirteen, if the Company's obligation to repurchase or repay
         such Securities will be subject to satisfaction and discharge pursuant
         to Section 401 or to defeasance pursuant to Section 402, and, if the
         Holders of such Securities have the right to convert or exchange such
         Securities into Common Stock or other securities, if the right to
         effect such conversion or exchange will be subject to satisfaction and
         discharge pursuant to Section 401 or to defeasance pursuant to Section
         402, and any deletions from, or modifications or additions to, the
         provisions of Article Four (including any modification which would
         permit defeasance or covenant defeasance to be effected with respect to
         less than all of the outstanding Securities of such series) in respect
         of the Securities of such series;

                  (20) if any of such Securities are to be issuable upon the
         exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

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

                  (22) whether and under what circumstances the Company will pay
         Additional Amounts on such Securities to any holder who is a United
         States Alien in respect of any tax, assessment or other government
         charge and, if so, whether the Company will have the option to redeem
         such Securities rather than pay such Additional Amounts;

                  (23) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities;

                  (24) the Person to whom any interest on any Registered
         Security of such series shall be payable, if other than the Person in
         whose name the Registered Security (or one or more Predecessor
         Securities) is registered at the close of business on the Regular
         Record Date for such interest, the manner in which, or the Person to
         whom, any interest on any Bearer Security of such series shall be
         payable, if other than upon presentation and surrender of the Coupons
         appertaining thereto as they severally mature, and the extent to which,
         or the manner in which, any interest payable on a temporary global
         Security will be paid if other than in the manner provided in this
         Indenture;

                  (25) if the Securities of such series are Subordinated
         Securities, the terms pursuant to which the Securities of such series
         will be made subordinate in right of


                                       21

<PAGE>   29


         payment to Senior Indebtedness and the definition of such Senior
         Indebtedness with respect to such series (in the absence of an express
         statement to the effect that the Securities of such series are
         subordinate in right of payment to all such Senior Indebtedness, the
         Securities of such series shall not be subordinate to Senior
         Indebtedness and shall not constitute Subordinated Securities); and, in
         the event that the Securities of such series are Subordinated
         Securities, a Board Resolution, Officers' Certificate or supplemental
         indenture, as the case may be, establishing the terms of such series
         shall expressly state which articles, sections or other provisions
         thereof constitute the "Subordination Provisions" with respect to the
         Securities of such series; and

                  (26) any other terms of such Securities and any deletions from
         or modifications or additions to this Indenture in respect of such
         Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest,
or method of determining the rate of interest, if any, Maturity, and the date
from which interest, if any, shall accrue and except as may otherwise be
provided by the Company in or pursuant to the Board Resolution and set forth in
the Officers' Certificate or in any indenture or indentures supplemental hereto
pertaining to such series of Securities. The terms of the Securities of any
series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture, as the case may be, pertaining to such
series of Securities (telephonic instructions to be promptly confirmed in
writing by such person) and that such persons are authorized to determine,
consistent with such Officers' Certificate or supplemental indenture, such terms
and conditions of the Securities of such series as are specified in such
Officers' Certificate or supplemental indenture. All Securities of any one
series need not be issued at the same time and, if so provided by the Company as
contemplated by this Section 301, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

         Section 302. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.


                                       22

<PAGE>   30


         Section 303. Execution, Authentication, Delivery and Dating.

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

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 301 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver such Securities. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities and any Coupons appertaining thereto, the Trustee
shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of
the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of
Counsel to the following effect, which Opinion of Counsel may contain such
assumptions, qualifications and limitations as such counsel shall deem
appropriate:

                  (a) the form or forms and terms of such Securities and
         Coupons, if any, have been established in conformity with Sections 201
         and 301 of this Indenture;

                  (b) all conditions precedent set forth in Sections 201, 301
         and 303 of this Indenture to the authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto have been complied
         with and that such Securities, and Coupons, when completed by
         appropriate insertions (if applicable), executed and attested under the
         Company's corporate seal by duly authorized officers of the Company,
         delivered by duly authorized officers of the Company to the Trustee for
         authentication pursuant to this Indenture, and authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute valid and binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except as
         enforcement thereof may be subject to or limited by bankruptcy,
         insolvency, reorganization, moratorium, arrangement, fraudulent
         conveyance, fraudulent transfer or other similar laws relating to or
         affecting creditors' rights generally, and subject to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding in equity or at law).


                                       23

<PAGE>   31


         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Security, but such opinion, with such modifications as counsel
shall deem appropriate, shall be delivered at or before the time of issuance of
the first Security of such series. After any such first delivery, any separate
request by the Company that the Trustee authenticate Securities of such series
for original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 611 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 306 or 307 or as may
otherwise be provided in or pursuant to this Indenture, the Trustee shall not
authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and cancelled.

         Section 304. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such


                                       24

<PAGE>   32


Securities, without charge to any Holder thereof. Upon surrender for
cancellation of any one or more temporary Securities (accompanied by any
unmatured Coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of authorized denominations of the same series
and containing identical terms and provisions; provided, however, that no
definitive Bearer Security, except as provided in or pursuant to this Indenture,
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in or pursuant to this Indenture. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary global Security, until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.

         Section 305. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the initial Security Registrar for each series of Securities
shall be as specified in the last paragraph of Section 1002. The Company shall
have the right to remove and replace from time to time the Security Registrar
for any series of Securities; provided that no such removal or replacement shall
be effective until a successor Security Registrar with respect to such series of
Securities shall have been appointed by the Company and shall have accepted such
appointment. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.


                                       25

<PAGE>   33


         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

         If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

         Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, the global Securities of any series shall be
exchangeable for definitive certificated Securities of such series only if (i)
the Depository for such global Securities notifies the Company that it is
unwilling or unable to continue as a Depository for such global Securities or at
any time the Depository for such global Securities ceases to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as amended
(or any successor thereto), if so


                                       26

<PAGE>   34


required by applicable law or regulation, and no successor Depository for such
Securities shall have been appointed within 90 days of such notification or of
the Company becoming aware of the Depository's ceasing to be so registered, as
the case may be, (ii) the Company, in its sole discretion, executes and delivers
to the Trustee a Company Order to the effect that such global Securities shall
be so exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to such Securities.

         If the beneficial owners of interests in a global Security are entitled
to exchange such interests for definitive Securities as the result of an event
described in clause (i), (ii) or (iii) of the preceding paragraph, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities in such form and denominations as are required by or
pursuant to this Indenture, and of the same series, containing identical terms
and in aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the Depository (or its custodian) as shall be specified in the
Company Order with respect thereto (which the Company agrees to deliver), and in
accordance with instructions given to the Trustee and the Depository (which
instructions shall be in writing but need not be contained in or accompanied by
an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the Depository, but subject to the satisfaction of any
certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be redeemed and ending on the relevant Redemption Date; and provided,
further, that (unless otherwise provided in or pursuant to this Indenture) no
Bearer Security delivered in exchange for a portion of a global Security shall
be mailed or otherwise delivered to any location in the United States. Promptly
following any such exchange in part, such global Security shall be returned by
the Trustee to such Depository (or its custodian) or such other Depository (or
its custodian) referred to above in accordance with the instructions of the
Company referred to above, and the Trustee shall endorse such global Security to
reflect the decrease in the principal amount thereof resulting from such
exchange. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the Office or Agency for such
Security where such exchange occurs on or after (i) any Regular Record Date for
such Security and before the opening of business at such Office or Agency on the
next Interest Payment Date, or (ii) any Special Record Date for such Security
and before the opening of business at such Office or Agency on the related
proposed date for payment of interest or Defaulted Interest, as the case may be,
interest shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security,


                                       27

<PAGE>   35


but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, or any redemption or repayment of Securities, or any
conversion or exchange of Securities for other types of securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
304, 905 or 1107, upon repayment or repurchase in part of any Registered
Security pursuant to Article Thirteen, or upon surrender in part of any
Registered Security for conversion or exchange into Common Stock or other
securities pursuant to its terms, in each case not involving any transfer.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of the selection for redemption of Securities of like tenor and
terms and of the same series under Section 1103 and ending at the close of
business on the day of such selection, or (ii) to register the transfer of or
exchange any Registered Security, or portion thereof, so selected for
redemption, except in the case of any Registered Security to be redeemed in
part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except, to the extent provided with respect
to such Bearer Security, that such Bearer Security may be exchanged for a
Registered Security of like tenor and terms and of the same series, provided
that such Registered Security shall be simultaneously surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder pursuant to Article Thirteen, except the portion, if any,
of such Security not to be so repaid.

         Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 306, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.


                                       28

<PAGE>   36

         If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or Coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and, upon the Company's request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 306, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

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

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section, as amended or supplemented pursuant to
this Indenture with respect to particular Securities or generally, shall (to the
extent lawful) be exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

         Section 307.  Payment of Interest and Certain Additional Amounts;
                       Rights to Interest and Certain Additional Amounts
                       Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in


                                       29

<PAGE>   37


whose name such Security (or one or more Predecessor Securities) is registered
as of the close of business on the Regular Record Date for such interest. Unless
otherwise provided in or pursuant to this Indenture, in case a Bearer Security
is surrendered in exchange for a Registered Security after the close of business
at an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date therefor, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on such Registered Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit on or prior
         to the date of the proposed payment, such money when so deposited to be
         held in trust for the benefit of the Person entitled to such Defaulted
         Interest as in this Clause provided. Thereupon, the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company shall cause notice
         of the proposed payment of such Defaulted Interest and the Special
         Record Date therefor to be mailed, first-class postage prepaid, to the
         Holder of such Registered Security (or a Predecessor Security thereof)
         at his address as it appears in the Security Register not less than 10
         days prior to such Special Record Date. The Trustee may, in its
         discretion, in the name and at the expense of the Company cause a
         similar notice to be published at least once in an Authorized Newspaper
         of general circulation in the Borough of Manhattan, The City of New
         York, but such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Person in whose name such Registered Security (or a Predecessor
         Security thereof) shall be registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause


                                       30

<PAGE>   38


         (2). In case a Bearer Security is surrendered at the Office or Agency
         for such Security in exchange for a Registered Security after the close
         of business at such Office or Agency on any Special Record Date and
         before the opening of business at such Office or Agency on the related
         proposed date for payment of Defaulted Interest, such Bearer Security
         shall be surrendered without the Coupon relating to such Defaulted
         Interest and Defaulted Interest shall not be payable on such proposed
         date of payment in respect of the Registered Security issued in
         exchange for such Bearer Security, but shall be payable only to the
         Holder of such Coupon when due in accordance with the provisions of
         this Indenture.

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

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series, at the option of the Company, interest on
Registered Securities that bear interest may be paid by mailing a check to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

         Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         Section 308. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 305 and
307) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and neither the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and


                                       31

<PAGE>   39


such Depository may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such global Security for all purposes
whatsoever. None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, any Paying Agent or the Security Registrar from giving
effect to any written certification, proxy or other authorization furnished by
the applicable Depository, as a Holder, with respect to a global Security or
impair, as between such Depository and the owners of beneficial interests in
such global Security, the operation of customary practices governing the
exercise of the rights of such Depository (or its nominee) as the Holder of such
global Security.

         Section 309. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held by
the Trustee shall be destroyed by the Trustee, unless by a Company Order the
Company directs their return to it.

         Section 310. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture or in the
Securities of any series, interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 401. Satisfaction and Discharge.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when


                                       32

<PAGE>   40


                  (1) either

                           (a) all Securities of such series theretofore
                  authenticated and delivered and all Coupons appertaining
                  thereto (other than (i) Coupons appertaining to Bearer
                  Securities of such series surrendered in exchange for
                  Registered Securities of such series and maturing after such
                  exchange whose surrender is not required or has been waived as
                  provided in Section 305, (ii) Securities and Coupons of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306, (iii)
                  Coupons appertaining to Securities of such series called for
                  redemption and maturing after the relevant Redemption Date
                  whose surrender has been waived as provided in Section 1106,
                  and (iv) Securities and Coupons of such series for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (b) all Securities of such series and, in the case of
                  (i) or (ii) below, if applicable, any Coupons appertaining
                  thereto not theretofore delivered to the Trustee for
                  cancellation

                                    (i)   have become due and payable, or

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

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

                  and the Company, in the case of (i), (ii) or (iii) above, has
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for such purpose, money in the Currency in
                  which such Securities are payable in an amount sufficient to
                  pay and discharge the entire indebtedness on such Securities
                  and any Coupons appertaining thereto not theretofore delivered
                  to the Trustee for cancellation, including the principal of,
                  any premium and interest on, and, to the extent that the
                  Securities of such series provide for the payment of
                  Additional Amounts thereon and the amount of any such
                  Additional Amounts which are or will be payable with respect
                  to the Securities of such series is at the time of deposit
                  reasonably determinable by the Company (in the exercise by the
                  Company of its sole and absolute discretion), any Additional
                  Amounts with respect to, such Securities and any Coupons
                  appertaining thereto, to the date of such deposit (in the case
                  of Securities which have become due and payable) or to the
                  Maturity thereof, as the case may be;


                                       33

<PAGE>   41


                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 606 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 305, 306, 403, 1002 and 1003, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 1004 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 401(1)(b)), with respect to any rights of
Holders of the Securities of such series (unless otherwise provided pursuant to
Section 301 with respect to the Securities of such series) to require the
Company to repurchase or redeem such Securities at the option of the Holders
pursuant to Article Thirteen hereof, and with respect to any rights of Holders
of the Securities of such series (unless otherwise provided pursuant to Section
301 with respect to the Securities of such series) to convert or exchange such
Securities into Common Stock or other securities, shall survive.

         Section 402. Defeasance and Covenant Defeasance.

         (1) Unless, pursuant to Section 301, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 402 or
(ii) covenant defeasance of the Securities of or within a series under clause
(3) of this Section 402 shall not be applicable with respect to the Securities
of such series, then such provisions, together with the other provisions of this
Section 402 (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to the Securities of or
within such series and any Coupons appertaining thereto, elect to have Section
402(2) or Section 402(3) be applied to such Outstanding Securities and any
Coupons appertaining thereto upon compliance with the conditions set forth below
in this Section 402. Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, defeasance under clause (2) of this
Section 402 and covenant defeasance under clause (3) of this Section 402 may be
effected only with respect to all, and not less than all, of the Outstanding
Securities of any series. To the extent that the terms of any Security or Coupon
appertaining thereto established in or pursuant to this Indenture permit the
Company or any Holder thereof to extend the date on which any payment of
principal of, or premium, if any, or interest, if any, on,


                                       34

<PAGE>   42


or Additional Amounts, if any, with respect to such Security or Coupon is due
and payable, then unless otherwise provided pursuant to Section 301, the right
to extend such date shall terminate upon defeasance or covenant defeasance, as
the case may be.

         (2) Upon the Company's exercise of the above option applicable to this
Section 402(2) with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in clause (4) of this Section 402 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities and any Coupons appertaining thereto,
which shall thereafter be deemed to be "Outstanding" only for the purposes of
clause (5) of this Section 402 and the other Sections of this Indenture referred
to in clauses (i) and (ii) of this paragraph, and to have satisfied all of its
other obligations under such Securities and any Coupons appertaining thereto and
this Indenture insofar as such Securities and any Coupons appertaining thereto
are concerned (and the Trustee, at the expense of the Company , shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of such Outstanding Securities and any Coupons appertaining thereto to
receive, solely from the trust fund described in clause (4)(a) of this Section
402 and as more fully set forth in this Section, payments in respect of the
principal of (and premium, if any) and interest, if any, on, and Additional
Amounts, if any, with respect to, such Securities and any Coupons appertaining
thereto when such payments are due, (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003,
with respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to clause (4)(a) of
this Section 401), with respect to any rights of Holders of such Securities
(unless otherwise provided pursuant to Section 301 with respect to the
Securities of such series) to require the Company to repurchase or repay such
Securities at the option of the Holders pursuant to Article Thirteen hereof, and
with respect to any rights of Holders of such Securities (unless otherwise
provided pursuant to Section 301 with respect to the Securities of such series)
to convert or exchange such Securities into Common Stock or other securities,
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (iv) this Section 402 and Sections 403 and 404. The Company may exercise its
option under this Section 402(2) notwithstanding the prior exercise of its
option under Section 402(3) with respect to such Securities and any Coupons
appertaining thereto.

         (3) Upon the Company's exercise of the above option applicable to this
Section 402(3) with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 1005, 1006 and 1007 and,
to the extent specified pursuant to Section 301, any other covenant applicable
to such Securities with respect to such Securities and any Coupons appertaining
thereto and the provisions set forth in Section 501(5) shall be applicable to
such Securities on and after the date the conditions set forth in clause (4) of
this Section 402 are satisfied (hereinafter, "covenant defeasance"), and such
Securities and any Coupons appertaining thereto shall thereafter be deemed to be
not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant or with respect to any Event


                                       35


<PAGE>   43


of Default set forth in Section 501(5), but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that (i) with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or any such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(4) or
501(9) or otherwise, as the case may be, and (ii) the occurrence of any event or
condition specified in Section 501(5) shall not constitute an Event of Default
with respect to such Outstanding Securities, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto
shall be unaffected thereby.

         (4) The following shall be the conditions to application of clause (2)
or (3) of this Section 402 to any Outstanding Securities of or within a series
and any Coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Section 402 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto, (1) an
         amount in Dollars or in such Foreign Currency in which such Securities
         and any Coupons appertaining thereto are then specified as payable at
         Stated Maturity or, if such defeasance or covenant defeasance is to be
         effected in compliance with subsection (f) below, on the relevant
         Redemption Date, as the case may be, or (2) Government Obligations
         applicable to such Securities and Coupons appertaining thereto
         (determined on the basis of the Currency in which such Securities and
         Coupons appertaining thereto are then specified as payable at Stated
         Maturity or, if such defeasance or covenant defeasance is to be
         effected in compliance with subsection (f) below, on the relevant
         Redemption Date, as the case may be) which through the scheduled
         payment of principal and interest in respect thereof in accordance with
         their terms will provide, not later than one day before the due date of
         any payment of principal of (and premium, if any) and interest, if any,
         on such Securities and any Coupons appertaining thereto, money in an
         amount, or (3) a combination thereof, in any case, in an amount,
         sufficient, without consideration of any reinvestment of such principal
         and interest, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or other qualifying trustee) to pay and
         discharge, (y) the principal of (and premium, if any) and interest, if
         any, on, and, to the extent that such Securities provide for the
         payment of Additional Amounts thereon and the amount of any such
         Additional Amounts which are or will be payable with respect to the
         Securities of such series is at the time of deposit reasonably
         determinable by the Company (in the exercise by the Company of its sole
         and absolute discretion), any Additional Amounts with respect to, such
         Outstanding Securities and any Coupons appertaining thereto on the
         Stated Maturity of such principal or installment of principal or
         interest or the applicable Redemption Date, as the case may be, and (z)
         any mandatory sinking fund payments or analogous payments applicable to
         such Outstanding Securities


                                       36

<PAGE>   44


         and any Coupons appertaining thereto on the day on which such payments
         are due and payable in accordance with the terms of this Indenture and
         of such Securities and any Coupons appertaining thereto.

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

                  (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit, and, solely in the case of
         defeasance under Section 402(2), no Event of Default with respect to
         such Securities and any Coupons appertaining thereto under clause (6)
         or (7) of Section 501 or event which with notice or lapse of time or
         both would become an Event of Default with respect to such Securities
         and any Coupons appertaining thereto under clause (6) or (7) of Section
         501 shall have occurred and be continuing at any time during the period
         ending on the 91st day after the date of such deposit (it being
         understood that this condition to defeasance under Section 402(2) shall
         not be deemed satisfied until the expiration of such period).

                  (d) In the case of defeasance pursuant to Section 402(2), the
         Company shall have delivered to the Trustee an opinion of independent
         counsel stating that (x) the Company has received from, or there has
         been published by, the Internal Revenue Service a ruling, or (y) since
         the date of this Indenture there has been a change in applicable
         federal income tax law, in either case to the effect that, and based
         thereon such opinion of independent counsel shall confirm that, the
         Holders of such Outstanding Securities and any Coupons appertaining
         thereto will not recognize income, gain or loss for federal income tax
         purposes as a result of such defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred;
         or, in the case of covenant defeasance pursuant to Section 402(3), the
         Company shall have delivered to the Trustee an opinion of independent
         counsel to the effect that the Holders of such Outstanding Securities
         and any Coupons appertaining thereto will not recognize income, gain or
         loss for federal income tax purposes as a result of such covenant
         defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

                  (e) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance, as the
         case may be, under this Indenture have been complied with.

                  (f) If the monies or Government Obligations or combination
         thereof, as the case may be, deposited under clause (a) above are
         sufficient to pay the principal of, and premium, if any, and interest,
         if any, on and, to the extent provided in such clause (a), Additional
         Amounts with respect to, such Securities provided such Securities are
         redeemed on a particular Redemption Date, the Company shall have given
         the Trustee


                                       37

<PAGE>   45


         irrevocable instructions to redeem such Securities on such date and to
         provide notice of such redemption to Holders as provided in or pursuant
         to this Indenture.

                  (g) Notwithstanding any other provisions of this Section
         402(4), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

         (5) Subject to the provisions of the last paragraph of Section 1003,
all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee -- collectively for purposes of this
Section 402(5) and Section 403, the "Trustee") pursuant to clause (4)(a) of
Section 402 in respect of any Outstanding Securities of any series and any
Coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any Coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any Coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the extent required
by law.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, if, after a deposit referred to in Section 402(4)(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 402(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto shall be
deemed to have been, and will be, fully discharged and satisfied through the
payment of the principal of (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to, such Security as the same becomes
due out of the proceeds yielded by converting (from time to time as specified
below in the case of any such election) the amount or other property deposited
in respect of such Security into the Currency in which such Security becomes
payable as a result of such election or Conversion Event based on (x) in the
case of payments made pursuant to clause (a) above, the applicable market
exchange rate for such Currency in effect on the second Business Day prior to
each payment date, or (y) with respect to a Conversion Event, the applicable
market exchange rate for such Foreign Currency in effect (as nearly as feasible)
at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 402 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

         Anything in this Section 402 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government


                                       38

<PAGE>   46


Obligations (or other property and any proceeds therefrom) held by it as
provided in clause (4)(a) of this Section 402 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect a
defeasance or covenant defeasance, as applicable, in accordance with this
Section 402.

         Section 403. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations deposited with the Trustee pursuant to Section
401 or 402 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the Coupons and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal, premium, interest and Additional Amounts for whose payment
such money has or Government Obligations have been deposited with or received by
the Trustee; but such money and Government Obligations need not be segregated
from other funds except to the extent required by law.

         Section 404. Reinstatement.

         If the Trustee (or other qualifying trustee appointed pursuant to
Section 402(4)(a)) or any Paying Agent is unable to apply any moneys or
Government Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay
any principal of or premium, if any, or interest, if any, on or Additional
Amounts, if any, with respect to the Securities of any series by reason of any
legal proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no such deposit had occurred, until
such time as the Trustee (or other qualifying trustee) or Paying Agent is
permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional
Amounts, if any, in respect of the Securities of such series as contemplated by
Sections 401 or 402 as the case may be, and Section 403; provided, however, that
if the Company makes any payment of the principal of or premium, if any, or
interest if any, on or Additional Amounts, if any, in respect of the Securities
of such series following the reinstatement of its obligations as aforesaid, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the funds held by the Trustee (or other qualifying
trustee) or Paying Agent.

         Section 405.      Effect on Subordination Provisions.

         Unless otherwise expressly provided pursuant to Section 301 with
respect to the Subordinated Securities of any series, the provisions of Article
Sixteen hereof, insofar as they pertain to the Subordinated Securities of such
series, and the Subordination Provisions established pursuant to Section 301(25)
with respect to such series are hereby expressly made subject to the provisions
for satisfaction and discharge set forth in Section 401 hereof and the
provisions for defeasance and covenant defeasance set forth in Section 402
hereof and, anything herein to the contrary notwithstanding, upon the
effectiveness of such satisfaction and discharge pursuant to Section 401 with
respect to the Securities of such series or any such defeasance or


                                       39

<PAGE>   47

covenant defeasance pursuant to Section 402 with respect to the Securities of or
within such series, all of the Securities of such series (in the case of
satisfaction and discharge pursuant to Section 401) or the Securities of such
series as to which defeasance or covenant defeasance, as the case may be, shall
have become effective shall thereupon cease to be so subordinated and shall no
longer be subject to the provisions of Article Sixteen or the Subordination
Provisions established pursuant to Section 301(25) with respect to such
Securities and, without limitation to the foregoing, all moneys, Government
Obligations and other securities or property deposited with the Trustee (or
other qualifying trustee) in trust in connection with such satisfaction and
discharge, defeasance or covenant defeasance, as the case may be, and all
proceeds therefrom may be applied to pay the principal of, premium, if any, and
interest, if any, on, and Additional Amounts, if any, with respect to such
Securities as and when the same shall become due and payable notwithstanding the
provisions of Article Sixteen or such Subordination Provisions.

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such series pursuant to this Indenture:

                  (1) default in the payment of any interest on, or any
         Additional Amounts payable in respect of any interest on, any Security
         of such series or any Coupon appertaining thereto when such interest or
         such Additional Amounts, as the case may be, become due and payable,
         and continuance of such default for a period of 30 days; or

                  (2) default in the payment of any principal of or premium, if
         any, on, or any Additional Amounts payable in respect of any principal
         of or premium, if any, on, any Security of such series when due,
         whether at Maturity or otherwise; or

                  (3) default in the deposit of any sinking fund payment or
         payment under any analogous provision when due with respect to any
         Security of such series; or

                  (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture or any Security of such
         series (other than a covenant or warranty for which the consequences of
         breach or nonperformance are addressed elsewhere in this Section 501 or
         a covenant or warranty which has expressly been included in this
         Indenture, whether or not by means of a supplemental indenture, solely
         for the benefit of Securities of a series other than such series), and
         continuance of such default or breach for a period of 60 days after
         there has been given, by registered or


                                       40

<PAGE>   48


         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         Outstanding Securities of such series a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (5) default under any bond, note, debenture or other evidence
         of Debt of the Company or any of its Significant Subsidiaries or under
         any mortgage, indenture or other instrument under which there may be
         issued or by which there may be secured or evidenced any Debt of the
         Company or any of its Significant Subsidiaries which results in the
         acceleration of such Debt in an aggregate principal amount exceeding
         $10,000,000 or which constitutes a failure to pay when due (after
         expiration of any applicable grace period) such Debt in an aggregate
         principal amount exceeding $10,000,000, but only if such Debt is not
         discharged or such acceleration is not rescinded or annulled within 10
         days after notice to the Company by the Trustee or to the Company and
         the Trustee by the Holders of at least 10% in aggregate principal
         amount of the Outstanding Securities of such series;

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company or any
         Significant Subsidiary of the Company in an involuntary case or
         proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company or any Significant Subsidiary of the
         Company a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company or any Significant Subsidiary of the
         Company under any applicable Federal or State law, or appointing a
         custodian, receiver, conservator, liquidator, assignee, trustee,
         sequestrator or other similar official of the Company or any
         Significant Subsidiary of the Company or of any substantial part of the
         property of the Company or any Significant Subsidiary of the Company,
         or ordering the winding up or liquidation of the affairs of the Company
         or any Significant Subsidiary of the Company, and the continuance of
         any such decree or order for relief unstayed and in effect for a period
         of 60 consecutive days; or

                  (7) the commencement by the Company or any Significant
         Subsidiary of the Company of a voluntary case or proceeding under any
         applicable Federal or State bankruptcy, insolvency, reorganization or
         other similar law or of any other case or proceeding to be adjudicated
         a bankrupt or insolvent, or the consent by the Company or any
         Significant Subsidiary of the Company to the entry of a decree or order
         for relief in respect of the Company or any Significant Subsidiary of
         the Company in an involuntary case or proceeding under any applicable
         Federal or State bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against the Company or any Significant Subsidiary of the
         Company, or the filing by the Company or any Significant Subsidiary of
         the Company of a petition or answer or consent seeking reorganization
         or relief under any applicable Federal or State law, or the consent by
         the Company or any Significant Subsidiary of the Company to the filing
         of such petition or to the appointment of or taking possession by a
         custodian, receiver, conservator, liquidator, assignee, trustee,
         sequestrator or similar official of the Company or any Significant
         Subsidiary of the Company or of any


                                       41

<PAGE>   49

         substantial part of the property of the Company or any Significant
         Subsidiary of the Company, or the making by the Company or any
         Significant Subsidiary of the Company of an assignment for the benefit
         of creditors, or the taking of corporate action by the Company or any
         Significant Subsidiary of the Company in furtherance of any such
         action;

                  (8) default by the Company in the delivery of any shares of
         common stock, together with cash instead of fractional shares, or any
         other securities or property when required to be delivered upon
         conversion of any convertible debt security of that series or upon the
         exchange of any debt security of that series which is exchangeable for
         other securities or property (excluding exchanges for other debt
         securities of the same series); or

                  (9) any other Event of Default provided in or pursuant to this
         Indenture with respect to Securities of such series.

         Section 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, then either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Outstanding Securities of such series may
declare the principal of all the Securities of such series, or such lesser
amount as may be provided for in the Securities of such series, and accrued and
unpaid interest, if any, thereon to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount, as the case may be,
and such accrued and unpaid interest shall become immediately due and payable.

         At any time after Securities of any series have been accelerated and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities of
such series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

                  (1) the Company has paid or deposited with the Trustee a sum
         of money sufficient to pay

                           (a) all overdue installments of any interest on any
                  Securities of such series and any Coupons appertaining thereto
                  which have become due otherwise than by such declaration of
                  acceleration and any Additional Amounts with respect thereto,

                           (b) the principal of and any premium on any
                  Securities of such series which have become due otherwise than
                  by such declaration of acceleration and any Additional Amounts
                  with respect thereto and, to the extent permitted by
                  applicable law, interest thereon at the rate or respective
                  rates, as the case may be, provided for in or with respect to
                  such Securities, or, if no such rate or rates are so provided,
                  at the rate or respective rates, as the case may be, of
                  interest borne by such Securities,

                           (c) to the extent permitted by applicable law,
                  interest upon installments of any interest, if any, which have
                  become due otherwise than by such declaration of acceleration
                  and any Additional Amounts with respect thereto at the rate or
                  respective rates, as the case may be, provided for in or with
                  respect to such Securities, or, if no such rate or rates are
                  so provided, at the rate or respective rates, as the case may
                  be, of interest borne by such Securities, and


                                       42
<PAGE>   50

                           (d) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and all other amounts due the Trustee under Section
                  606; and

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

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

         Section 503. Collection of Indebtedness and Suits for Enforcement by
                      Trustee.

         The Company covenants that if

                  (1) default is made in the payment of interest on, or any
         Additional Amounts payable in respect of any interest on, any Security
         or any Coupon appertaining thereto when such interest or Additional
         Amounts, as the case may be, shall have become due and payable and such
         default continues for a period of 30 days, or

                  (2) default is made in the payment of any principal of or
         premium, if any, on, or any Additional Amounts payable in respect of
         any principal of or premium, if any, on, any Security at its Maturity,
         or

                  (3) default is made in the deposit of any sinking fund payment
         when due,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent permitted by applicable law, upon any overdue
installments of interest and Additional Amounts at the rate or respective rates,
as the case may be, provided for or with respect to such Securities or, if no
such rate or rates are so provided, at the rate or respective rates, as the case
may be, of interest borne by such Securities, and, in addition thereto, such
further amount of money as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and all other amounts due to
the Trustee under Section 606.

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


                                       43
<PAGE>   51

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

         Section 504. Trustee May File Proofs of Claim.

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

                  (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of such series,
         of the principal and any premium, interest and Additional Amounts owing
         and unpaid in respect of the Securities and any Coupons appertaining
         thereto and to file such other papers or documents as may be necessary
         or advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents or counsel) and of the Holders of
         Securities or any Coupons allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 606.

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


                                       44
<PAGE>   52

         Section 505. Trustee May Enforce Claims without Possession of
                      Securities or Coupons.

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

         Section 506. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article with
respect to the Securities of any series shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal, or any premium, interest or Additional
Amounts, upon presentation of such Securities or the Coupons, if any,
appertaining thereto, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 606;

                  SECOND: If such Securities of such series are Subordinated
         Securities, to the payment of amounts then due and unpaid to the
         holders of Senior Indebtedness with respect to such series, to the
         extent required pursuant to the Subordination Provisions established
         with respect to the Securities of such series pursuant to Section
         301(25);

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

                  FOURTH: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 507. Limitations on Suits.

         No Holder of any Security of any series or any Coupons appertaining
thereto shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of such series;

                  (2) the Holders of not less than 25% in aggregate principal
         amount of the Outstanding Securities of such series shall have made
         written request to the Trustee to


                                       45
<PAGE>   53

         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

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

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of such
         series;

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

         Section 508. Unconditional Right of Holders to Receive Principal and
                      any Premium, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium, if any, and
(subject to Sections 305 and 307) interest, if any, on and any Additional
Amounts with respect to such Security or such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case of
repayment pursuant to Article Thirteen hereof at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

         Section 509. Restoration of Rights and Remedies.

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

         Section 510. Rights and Remedies Cumulative.

         To the extent permitted by applicable law and except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the


                                       46
<PAGE>   54

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

         Section 511. Delay or Omission Not Waiver.

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

         Section 512. Control by Holders of Securities.

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

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

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

                  (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 513. Waiver of Past Defaults.

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

                  (1) in the payment of the principal of, any premium or
         interest on, or any Additional Amounts with respect to, any Security of
         such series or any Coupons appertaining thereto, or

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


                                       47
<PAGE>   55

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

         Section 514. Waiver of Usury, Stay or Extension Laws.

         The Company covenants that (to the extent that it may lawfully do so)
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law
or any other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company from paying all or any portion of the
principal of or premium, if any, or interest, if any on or Additional Amounts,
if any, with respect to any Securities as contemplated herein and therein or
which may affect the covenants or the performance of this Indenture; and the
Company expressly waives (to the extent that it may lawfully do so) all benefit
or advantage of any such law and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

         Section 515. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
disbursements, 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 515 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment at
the option of the Holder pursuant to Article Thirteen hereof, on or after the
date for repayment) or for the enforcement of the right, if any, to convert or
exchange any Security into Common Stock or other securities in accordance with
its terms.

                                  ARTICLE SIX

                                  THE TRUSTEE

         Section 601. Certain Rights of Trustee.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

                  (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request,


                                       48
<PAGE>   56

         direction, consent, order, bond, debenture, note, coupon or other paper
         or document reasonably believed by it to be genuine and to have been
         signed or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or a Company Order
         (in each case, other than delivery of any Security, together with any
         Coupons appertaining thereto, to the Trustee for authentication and
         delivery pursuant to Section 303 which shall be sufficiently evidenced
         as provided therein) and any resolution of the Board of Directors may
         be sufficiently evidenced by a Board Resolution;

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

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

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

                  (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, coupon or other paper or document, but
         the Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine, during business hours and upon
         reasonable notice, the books, records and premises of the Company,
         personally or by agent or attorney; and

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

         Section 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however,


                                       49
<PAGE>   57

that, except in the case of a default in the payment of the principal of (or
premium, if any), or interest, if any, on, or Additional Amounts or any sinking
fund installment with respect to, any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the best interest of the Holders of Securities and Coupons
of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) or 501(9) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

         Section 603. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any Coupons shall be taken as
the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

         Section 604. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other Person.

         Section 605. Money Held in Trust.

         Except as provided in Section 403 and Section 1003, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.

         Section 606. Compensation and Reimbursement.

         The Company agrees:

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


                                       50
<PAGE>   58

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

                  (3) to indemnify the Trustee and its agents for, and to hold
         them harmless against, any loss, liability or reasonable expense
         incurred without negligence or bad faith on their part, arising out of
         or in connection with the acceptance or administration of the trust or
         trusts hereunder, including the reasonable costs and expenses of
         defending themselves against any claim or liability in connection with
         the exercise or performance of any of their powers or duties hereunder,
         except to the extent that any such loss, liability or expense was due
         to the Trustee's negligence or bad faith.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, or premium or
interest on or any Additional Amounts with respect to Securities or any Coupons
appertaining thereto.

         Any compensation or expense incurred by the Trustee after a default
specified by Section 501(6) or (7) is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
for purposes of this Section 606 shall include any predecessor Trustee but the
negligence or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 606.

         Section 607. Corporate Trustee Required; Eligibility.

         (1) There shall at all times be a Trustee hereunder that is a
Corporation, organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000 subject to supervision or examination by Federal or
state authority. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 608. Resignation and Removal; Appointment of Successor.

         (1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee pursuant to Section 609.

         (2) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 609 shall
not have been delivered to the Trustee within 30


                                       51
<PAGE>   59

days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to such series.

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

         (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to Securities of any series after written request therefor by
         the Company or any Holder of a Security of such series who has been a
         bona fide Holder of a Security of such series for at least six months,
         or

                  (b) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company
         or any such Holder, or

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

         (5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security who
has been a bona fide Holder of a Security of such


                                       52
<PAGE>   60

series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         (6) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

         Section 609. Acceptance of Appointment by Successor.

         (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the request
of the Company or such successor Trustee, such retiring Trustee, upon payment of
its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and,
subject to Section 1003, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section
606.

         (2) Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and


                                       53
<PAGE>   61

powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates other than as
hereinafter expressly set forth, and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges with respect to the Securities of that or those series to
which the appointment of such successor relates and subject to Section 1003
shall duly assign, transfer and deliver to such successor Trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject to
its claim, if any, provided for in Section 606.

         (3) Upon request of any Person appointed hereunder as a successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (1) or (2) of this Section, as the
case may be.

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

         Section 610. Merger, Conversion, Consolidation or Succession to
                      Business.

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

         Section 611. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption, partial repayment, partial conversion or exchange for Common
Stock or other securities, or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of


                                       54
<PAGE>   62

authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.

         Each Authenticating Agent shall be acceptable to the Company and,
except as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

         The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

         The provisions of Sections 308, 603 and 604 shall be applicable to each
Authenticating Agent.

         If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to


                                       55
<PAGE>   63

or in lieu of the Trustee's certificate of authentication, an alternate
certificate of authentication in substantially the following form:

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

                                    !,
                                             As Trustee



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



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


         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officers' Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.

                                 ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

                  (1) semi-annually with respect to Securities of each series
         not later than ! and ! of the year or upon such other dates as are set
         forth in or pursuant to the Board Resolution or indenture supplemental
         hereto authorizing such series, a list, in each case in such form as
         the Trustee may reasonably require, of the names and addresses of
         Holders as of the applicable date, and


                                       56
<PAGE>   64

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

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

         Section 702. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar 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 Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under Section 312(b) of the Trust Indenture
Act.

         Section 703. Reports by Trustee.

         (1) Within 60 days after May 15 of each year commencing with the first
May 15 following the first issuance of Securities pursuant to Section 301, if
required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Sections 313(a) and 313(b)(2) which may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.

         (2) The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.

         (3) Reports pursuant to this Section shall be transmitted in the manner
and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
Act.

         Section 704. Reports by Company.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

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


                                       57
<PAGE>   65

         information, documents and reports which may be required pursuant to
         Section 13 of the Securities Exchange Act of 1934 in respect of a
         security listed and registered on a national securities exchange as may
         be prescribed from time to time in such rules and regulations;

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

                  (3) transmit within 30 days after the filing thereof with the
         Trustee, in the manner and to the extent provided in Section 313(c) of
         the Trust Indenture Act, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

                                 ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

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

         The Company shall not, in any transaction or series of related
transactions, consolidate with or merge into any Person or sell, assign,
transfer, lease or otherwise convey all or substantially all its properties and
assets to any Person, unless:

                  (1) either (A) the Company shall be the continuing Person (in
         the case of a merger), or (B) the successor Person (if other than the
         Company) formed by such consolidation or into which the Company is
         merged or which acquires by sale, assignment, transfer, lease or other
         conveyance all or substantially all the properties and assets of the
         Company shall be a corporation organized and existing under the laws of
         the United States of America, any state thereof or the District of
         Columbia and shall expressly assume, by an indenture (or indentures, if
         at such time there is more than one Trustee) supplemental hereto,
         executed by such successor corporation and delivered to the Trustee, in
         form satisfactory to the Trustee, the due and punctual payment of the
         principal of, any premium and interest on, and any Additional Amounts
         with respect to, all the Outstanding Securities and the due and
         punctual performance and observance of every obligation in this
         Indenture and the Outstanding Securities on the part of the Company to
         be performed or observed, and which supplemental indenture shall
         provide for conversion or exchange rights in accordance with the
         provisions of the Securities of any series that are convertible or
         exchangeable into Common Stock or other securities;

                  (2) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and


                                       58
<PAGE>   66

                  (3) either the Company or the successor Person shall have
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease or other conveyance and, if a supplemental
         indenture is required in connection with such transaction, such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

         Section 802. Successor Person Substituted for Company.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901. Supplemental Indentures without Consent of Holders.

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

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any right
         or power herein conferred upon the Company; or

                  (3) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of, any premium or interest on or any Additional Amounts with
         respect to Securities, to permit Bearer Securities to be issued in
         exchange for Registered Securities, to permit Bearer Securities to be
         exchanged for Bearer Securities of other authorized denominations or to
         permit or facilitate the issuance of Securities in uncertificated or
         global form, provided any such action shall not adversely affect the
         interests of the Holders of Securities of any series or any Coupons
         appertaining thereto; or


                                       59
<PAGE>   67

                  (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 201 and
         301; or

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 609; or

                  (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or which may be inconsistent
         with any other provision herein, or to make any other provisions with
         respect to matters or questions arising under this Indenture which
         shall not adversely affect the interests of the Holders of Securities
         of any series then Outstanding or any Coupons appertaining thereto; or

                  (7) to add to, delete from or revise the conditions,
         limitations and restrictions on the authorized amount, terms or
         purposes of issue, authentication and delivery of Securities, as herein
         set forth; or

                  (8) to add any additional Events of Default with respect to
         all or any series of Securities (as shall be specified in such
         supplemental indenture); or

                  (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance, covenant defeasance and/or satisfaction and discharge of
         any series of Securities pursuant to Article Four, provided that any
         such action shall not adversely affect the interests of any Holder of a
         Security of such series and any Coupons appertaining thereto or any
         other Security or Coupon in any material respect; or

                  (10) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series; or

                  (11) to amend or supplement any provision contained herein or
         in any supplemental indenture or in any Securities (which amendment or
         supplement may apply to one or more series of Securities or to one or
         more Securities within any series as specified in such supplemental
         indenture or indentures), provided that such amendment or supplement
         does not apply to any Outstanding Security issued prior to the date of
         such supplemental indenture and entitled to the benefits of such
         provision.

         Section 902. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Board Resolution), and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of the Securities of such series or
of modifying in any manner the rights of the Holders of Securities of such
series under this


                                       60
<PAGE>   68

Indenture; provided, that no such supplemental indenture, without the consent of
the Holder of each Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or
         premium, if any, or any installment of interest, if any, on, or any
         Additional Amounts, if any, with respect to, any Security, or reduce
         the principal amount thereof or the rate (or modify the calculation of
         such rate) of interest thereon, or reduce any Additional Amounts
         payable with respect thereto or any premium payable upon the redemption
         thereof or otherwise, or change the obligation of the Company to pay
         Additional Amounts pursuant to Section 1004 (except as contemplated by
         Section 801(1) and permitted by Section 901(1)), or reduce the amount
         of the principal of any Original Issue Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502 or the amount thereof provable in
         bankruptcy pursuant to Section 504, or adversely affect the right of
         repayment at the option of any Holder as contemplated by Article
         Thirteen, or change the Place of Payment where or the Currency in which
         the principal of, any premium or interest on, or any Additional Amounts
         with respect to any Security is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date or, in the case of repayment pursuant to Article
         Thirteen at the option of the Holder, on or after the date for
         repayment) in each case as such Stated Maturity, Redemption Date or
         date for repayment may, if applicable, be extended in accordance with
         the terms of such Security or any Coupon appertaining thereto, or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in Section 513 or 1008 of this Indenture, or
         reduce the requirements of Section 1504 for quorum or voting, or

                  (3) modify any of the provisions of Article Sixteen or the
         definition of "Senior Indebtedness" in a manner adverse to the Holders
         of Securities, or

                  (4) modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, or

                  (5) make any change that adversely affects the right, if any,
         to convert or exchange any Security for Common Stock or other
         securities in accordance with its terms, or

                  (6) in the case of Subordinated Securities of any series,
         modify any of the Subordination Provisions or the definition of "Senior
         Indebtedness" relating to such series in a manner adverse to the
         holders of such Subordinated Securities.


                                       61
<PAGE>   69

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

         Anything in this Indenture to the contrary notwithstanding, if more
than one series of Securities is Outstanding, the Company shall be entitled to
enter into a supplemental indenture under this Section 902 with respect to any
one or more series of Outstanding Securities without entering into a
supplemental indenture with respect to any other series of Outstanding
Securities.

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

         Section 903. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture
Act) shall be fully protected in relying upon, an Opinion of Counsel to the
effect that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 904. Effect of Supplemental Indentures.

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

         Section 905. Reference in Securities to Supplemental Indentures.

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

         Section 906. Effect on Senior Indebtedness.

         No supplemental indenture shall directly or indirectly modify or
eliminate the Subordination Provisions or the definition of "Senior
Indebtedness" applicable with respect to the Subordinated Securities of any
series in any manner which might terminate or impair the


                                       62
<PAGE>   70

subordination of such series of Subordinated Securities to such Senior
Indebtedness without the prior written consent of the Holders of such Senior
Indebtedness.

         Section 907. Conformity with Trust Indenture Act.

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

                                  ARTICLE TEN

                                   COVENANTS

         Section 1001. Payment of Principal, Premium, Interest and Additional
                       Amounts.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

         Section 1002. Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
the London Stock Exchange or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company shall maintain a Paying Agent in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such exchange. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such Office or Agency. If at any time the Company shall fail
to maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with


                                       63
<PAGE>   71

respect to such Securities as provided in or pursuant to this Indenture, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency.

         Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates the Borough of Manhattan, the City of New York as a Place of
Payment for each series of Securities, initially appoints the Corporate Trust
Office of the Trustee in the Borough of Manhattan, the City of New York as the
Company's Office or Agency in the Borough of Manhattan, The City of New York for
such purpose and initially appoints the Trustee as the Security Registrar for
each series of Securities. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York and, as
provided in Section 305, may remove and replace from time to time the Security
Registrar.

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

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

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, or any premium or interest on


                                       64
<PAGE>   72

or any Additional Amounts with respect to, any Securities of such series,
deposit with any Paying Agent a sum (in the Currency or Currencies described in
the preceding paragraph) sufficient to pay the principal, premium, interest and
Additional Amounts, as the case may be, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

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

                  (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any payment of principal, any premium or interest on or any Additional
         Amounts with respect to the Securities of such series; and

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

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

         Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or such premium or interest or Additional Amount shall have become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may, not later than 30 days after the Company's request for such
repayment, at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment for such series or to be mailed to
Holders of Registered Securities of such series, or both, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less


                                       65
<PAGE>   73

than 30 days from the date of such publication or mailing nor shall it be later
than two years after such principal and any premium or interest or Additional
Amounts shall have become due and payable, any unclaimed balance of such money
then remaining will be repaid to the Company.

         Section 1004. Additional Amounts.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Securities or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established hereby or pursuant hereto to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Amounts (if applicable) in any provision hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the first day on which a payment of
principal is made), and at least 10 days prior to each date of payment of
principal or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company shall
furnish to the Trustee and the Paying Agent or Paying Agents, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of and premium, if any, or
interest, if any, on the Securities of such series shall be made to Holders of
Securities of such series or the Coupons appertaining thereto who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of such series or pursuant
to Section 301 with respect to the Securities of such series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

         Section 1005. Corporate Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) the corporate
existence of the Company, (ii) the existence (corporate or other) of each
Significant Subsidiary of the Company and (iii) the rights (charter and
statutory), licenses and franchises of the Company and each of its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve the


                                       66
<PAGE>   74

existence (corporate or other) of any of its Significant Subsidiaries or any
such right, license or franchise of the Company or any of its Significant
Subsidiaries if the Board of Directors of the Company determines that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Significant Subsidiaries taken as a whole and that the loss
thereof is not disadvantageous in any material respect to the Holders.

         Section 1006. Maintenance of Properties.

         The Company will, and will cause each Significant Subsidiary to, cause
all its properties used or useful in the conduct of its business 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 Company 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 Company or any
Significant Subsidiary from discontinuing the operation and maintenance of any
of their respective properties if such discontinuance is, in the judgment of the
Board of Directors of the Company or of any Significant Subsidiary, as the case
may be, desirable in the conduct of its business.

         Section 1007. Payment of Taxes and Other Claims.

         The Company will, and will cause each Significant Subsidiary to, pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (1) all material taxes, assessments and governmental charges levied
or imposed upon it or upon its income, profits or property, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon its property; provided, however, that neither the Company nor any
Significant Subsidiary shall be required to pay or discharge or cause to be paid
or discharged any such material tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

         Section 1008. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1002 to 1007, inclusive, with
respect to the Securities of any series and, if expressly provided pursuant to
Section 301(18), any additional covenants applicable to the Securities of such
series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series, by Act of such
Holders, either shall waive such compliance in such instance or generally shall
have waived compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

         Section 1009. Company Statement as to Compliance.

         The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement (which need not be contained in or
accompanied by an Officers' Certificate) signed by the principal executive
officer, the principal financial officer or the


                                       67
<PAGE>   75

principal accounting officer of the Company, stating whether or not, to the best
of his or her knowledge, the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to notice requirements or periods of grace) and if the Company
shall be in default, specifying all such defaults and the nature and status
thereof of which he or she may have knowledge.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed and, in the event that the Company shall determine
that the Securities of any series to be redeemed shall be selected from
Securities of such series having the same issue date, interest rate or interest
rate formula, Stated Maturity and other terms (the "Equivalent Terms"), the
Company shall notify the Trustee of such Equivalent Terms.

         In the case of any redemption of Securities (A) prior to the expiration
of any restriction on such redemption provided in the terms of such Securities
or elsewhere in this Indenture or (B) pursuant to an election of the Company
which is subject to a condition specified in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate evidencing compliance with such restriction or condition.

         Section 1103. Selection by Trustee of Securities to be Redeemed.

         If less than all of the Securities of any series are to be redeemed or
if less than all of the Securities of any series with Equivalent Terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series or from the Outstanding Securities of such series with
Equivalent Terms, as the case may be, not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions of the principal amount of
Registered Securities of such series; provided, however, that no such partial
redemption shall reduce the portion of the principal amount of a Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.


                                       68
<PAGE>   76

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

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

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

         Section 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portions thereof.

         Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

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

                  (5) that, on the Redemption Date, the Redemption Price shall
         become due and payable upon each such Security or portion thereof to be
         redeemed, together (if applicable) with accrued and unpaid interest, if
         any, thereon (subject, if applicable, to the


                                       69
<PAGE>   77

         provisos to the first paragraph of Section 1106), and, if applicable,
         that interest thereon shall cease to accrue on and after said date,

                  (6) the place or places where such Securities, together (in
         the case of Bearer Securities) with all Coupons appertaining thereto,
         if any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and Additional
         Amounts pertaining thereto,

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

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

                  (9) if Bearer Securities of any series are to be redeemed and
         any Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 305 or
         otherwise, the last date, as determined by the Company, on which such
         exchanges may be made,

                  (10) in the case of Securities of any series that are
         convertible or exchangeable into Common Stock or other securities, the
         then current conversion or exchange price or rate, the date or dates on
         which the right to convert or exchange the principal of the Securities
         of such series to be redeemed will commence or terminate, as
         applicable, and the place or places where such Securities may be
         surrendered for conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Cedel reference
         numbers of such Securities, if any (or any other numbers used by a
         Depository to identify such Securities).

         A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

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

         Section 1105. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 301 for or in the
Securities of such series) any


                                       70
<PAGE>   78

accrued interest on and Additional Amounts with respect to, all such Securities
or portions thereof which are to be redeemed on that date.

         Section 1106. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, together with (unless otherwise provided
with respect to the Securities of such series pursuant to Section 301) accrued
and unpaid interest, if any, thereon and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall cease to bear interest and the Coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
Coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with,
unless otherwise provided in or pursuant to this Indenture, any accrued and
unpaid interest thereon and Additional Amounts with respect thereto to but
excluding the Redemption Date; provided, however, that, except as otherwise
provided in or pursuant to this Indenture or the Bearer Securities of such
series, installments of interest on Bearer Securities whose Stated Maturity is
on or prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an Office or Agency located outside
the United States except as otherwise provided in Section 1002), and provided,
further, that, except as otherwise specified in or pursuant to this Indenture or
the Registered Securities of such series, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the Regular Record
Dates therefor according to their terms and the provisions of Section 307.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price or, at the option
of the Company, after payment to the Trustee for the benefit of the Company of,
an amount equal to the face amount of all such missing Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee
if there be furnished to them such security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to the Trustee or any Paying Agent any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; provided, however, that any interest or Additional Amounts represented
by Coupons shall be payable only upon presentation and surrender of those
Coupons at an Office or Agency for such Security located outside of the United
States except as otherwise provided in Section 1002.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium, until paid,
shall bear interest from the Redemption Date at the rate prescribed therefor in
the Security or, if no rate is prescribed therefor in the Security, at the rate
of interest, if any, borne by such Security.


                                       71
<PAGE>   79

         Section 1107. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depository for
such Security in global form as shall be specified in the Company Order with
respect thereto to the Trustee, without service charge, a new Security in global
form in a denomination equal to and in exchange for the unredeemed portion of
the principal of the Security in global form so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         Section 1201. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.

         Section 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of


                                       72
<PAGE>   80

such Securities, provided that such Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
1202, the principal amount of Securities of such series to be redeemed in order
to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Securities of such series for redemption, except upon Company
Request, and such cash payment shall be held by the Trustee or a Paying Agent
and applied to the next succeeding sinking fund payment, provided, however, that
the Trustee or such Paying Agent shall at the request of the Company from time
to time pay over and deliver to the Company any cash payment so being held by
the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
Securities of that series purchased by the Company having an unpaid principal
amount equal to the cash payment requested to be released to the Company.

         Section 1203. Redemption of Securities for Sinking Fund.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1202, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 1301. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the


                                       73
<PAGE>   81

contrary contained in this Section 1301, in connection with any repayment of
Securities, the Company may arrange for the purchase of any Securities by an
agreement with one or more investment bankers or other purchasers to purchase
such Securities by paying to the Holders of such Securities on or before the
close of business on the repayment date an amount not less than the repayment
price payable by the Company on repayment of such Securities, and the obligation
of the Company to pay the repayment price of such Securities shall be satisfied
and discharged to the extent such payment is so paid by such purchasers.

                                ARTICLE FOURTEEN

                        SECURITIES IN FOREIGN CURRENCIES

         Section 1401. Applicability of Article.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency or (ii)
any distribution to Holders of Securities of any series in which not all of such
Securities are denominated in the same Currency, in the absence of any provision
to the contrary in or pursuant to this Indenture or the Securities of such
series, any amount in respect of any Security denominated in a Currency other
than Dollars shall be treated for any such action, determination or distribution
as that amount of Dollars that could be obtained for such amount on such
reasonable basis of exchange and as of the record date with respect to
Registered Securities of such series (if any) for such action, determination or
distribution (or, if there shall be no applicable record date, such other date
reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

         Section 1501. Purposes for Which Meetings May Be Called.

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

         Section 1502. Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or, if
Securities of such series have been issued in whole or in part as Bearer
Securities, in London or in such place outside the United States as the Trustee
shall determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken


                                       74
<PAGE>   82

at such meeting, shall be given, in the manner provided in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

         (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.

         Section 1503. Persons Entitled to Vote at Meetings.

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

         Section 1504. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(1), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.


                                       75
<PAGE>   83

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of at least 66-2/3% in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of at least 66-2/3% in principal
amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

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

         Section 1505. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

         (2) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(2), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.


                                       76
<PAGE>   84

         (3) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. If
the Securities of such series are issuable in minimum denominations of less than
$1,000, then a Holder of such a Security in a principal amount of less than
$1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (4) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 1506. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE SIXTEEN

                    SUBORDINATION OF SUBORDINATED SECURITIES

         Section 1601. Agreement to Subordinate.

         The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Subordinated Securities of any series by his
acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on, and Additional
Amounts, if any, in respect of each and all of the Subordinated Securities of
such series shall be expressly subordinated, to the extent and in the manner
provided in the


                                       77
<PAGE>   85

Subordination Provisions established with respect to the Subordinated Securities
of such series pursuant to Section 301(25) hereof, in right of payment to the
prior payment in full of all Senior Indebtedness with respect to such series.

                                    * * * * *

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


                                       78
<PAGE>   86


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

                                           PERFORMANCE FOOD GROUP COMPANY




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


[SEAL]


Attest:


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


                                           !,

                                           as Trustee




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



[SEAL]


Attest:



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


                                       79