<PAGE>   1
                                                                     EXHIBIT 4.1


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

                        THE HOME DEPOT, INC., as Company

                                       AND

                        The Bank of New York, as Trustee

                                    Indenture

                           Dated as of April 12, 2001

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

                                  $500,000,000

                      5 3/8% Senior Notes due April 1, 2006


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


<PAGE>   2

                                TABLE OF CONTENTS

                                ---------------
<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

<S>            <C>                                                          <C>
SECTION 1.01.  Certain Terms Defined .........................................16
SECTION 1.02.  Other Definitions .............................................25

                                    ARTICLE 2
           ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

SECTION 2.01.  Authentication and Delivery of Securities .....................25
SECTION 2.02.  Execution of Securities .......................................26
SECTION 2.03.  Certificate of Authentication .................................26
SECTION 2.04.  Form, Denomination and Date of Securities; Payments of
               Interest ......................................................26
SECTION 2.05.  Restrictive Legends ...........................................28
SECTION 2.06.  Registration, Transfer and Exchange ...........................30
SECTION 2.07.  Book-Entry Provisions for Global Securities ...................32
SECTION 2.08.  Special Transfer Provisions ...................................34
SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities .....35
SECTION 2.10.  Cancellation of Securities ....................................36
SECTION 2.11.  Temporary Securities ..........................................36
SECTION 2.12.  CUSIP and CINS Numbers ........................................37

                                    ARTICLE 3
                                CERTAIN COVENANTS

SECTION 3.01.  Payment of Principal, Premium and Interest on Securities ......37
SECTION 3.02.  Maintenance of Office or Agency ...............................37
SECTION 3.03.  Money for Securities Payments to be Held in Trust .............38
SECTION 3.04.  Existence .....................................................39
SECTION 3.05.  Statement by Officers as to Default  ..........................39
SECTION 3.06.  Waiver of Certain Covenants ...................................40
SECTION 3.07.  Limitations on Liens ..........................................40
SECTION 3.08.  Limitations on Sale and Leaseback Transactions ................42
SECTION 3.09.  Reports by the Company ........................................43
</TABLE>


<PAGE>   3

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----

                                    ARTICLE 4
             REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

<S>            <C>                                                          <C>
SECTION 4.01.  Events of Default .............................................44
SECTION 4.02.  Acceleration  .................................................45
SECTION 4.03.  Other Remedies ................................................46
SECTION 4.04.  Waiver of Past Defaults  ......................................46
SECTION 4.05.  Control by Majority  ..........................................47
SECTION 4.06.  Limitation on Suits  ..........................................47
SECTION 4.07.  Rights of Holders to Receive Payment ..........................48
SECTION 4.08.  Collection Suit by Trustee ....................................48
SECTION 4.09.  Trustee May File Proofs of Claim  .............................48
SECTION 4.10.  Priorities ....................................................49
SECTION 4.11.  Undertaking for Costs .........................................49

                                    ARTICLE 5
                             CONCERNING THE TRUSTEE

SECTION 5.01.  Duties and Responsibilities of the Trustee; During Default;
               Prior to Default ..............................................50
SECTION 5.02.  Certain Rights of the Trustee  ................................51
SECTION 5.03.  Trustee Not Responsible for Recitals, Disposition of
               Securities or Application of Proceeds Thereof  ................53
SECTION 5.04.  Trustee and Agents May Hold Securities; Collections, etc ......53
SECTION 5.05.  Moneys Held by Trustee ........................................53
SECTION 5.06.  Notice of Default .............................................53
SECTION 5.07.  Compensation and Indemnification of Trustee and Its
               Prior Claim  ..................................................54
SECTION 5.08.  Right of Trustee to Rely on Officers' Certificate, etc ........54
SECTION 5.09.  Persons Eligible for Appointment as Trustee ...................55
SECTION 5.10.  Resignation and Removal; Appointment of Successor
               Trustee .......................................................55
SECTION 5.11.  Acceptance of Appointment by Successor Trustee ................56
SECTION 5.12.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee ...........................................57
SECTION 5.13.  Preferential Collection of Claims .............................58

                                    ARTICLE 6
                             CONCERNING THE HOLDERS

SECTION 6.01.  Evidence of Action Taken by Holders ...........................58
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----

<S>            <C>                                                          <C>
SECTION 6.02.  Proof of Execution of Instruments and of Holding of
               Securities; Record Date .......................................59
SECTION 6.03.  Who May Be Deemed Owners of Securities ........................59
SECTION 6.04.  Securities Owned by Company Deemed Not Outstanding ............59
SECTION 6.05.  Record Date for Action by Securityholders  ....................60
SECTION 6.06.  Right of Revocation of Action Taken  ..........................61

                                    ARTICLE 7
                            SECURITYHOLDERS' MEETINGS

SECTION 7.01.  Purposes for Which Meeting May Be Called ......................61
SECTION 7.02.  Manner of Calling Meetings; Record Date  ......................62
SECTION 7.03.  Call of Meeting by Company or Securityholders .................62
SECTION 7.04.  Who May Attend and Vote at Meeting  ...........................62
SECTION 7.05.  Regulations ...................................................63
SECTION 7.06.  Manner of Voting at Meetings and Record to be Kept ............63
SECTION 7.07.  Exercise of Rights of Trustee and Securityholders Not to be
               Hindered or Delayed ...........................................64

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

SECTION 8.01.  Supplemental Indentures Without Consent of Holders ............64
SECTION 8.02.  With Consent of Holders .......................................65
SECTION 8.03.  Effect of Supplemental Indenture ..............................66
SECTION 8.04.  Documents to Be Given to Trustee; Compliance with TIA .........67
SECTION 8.05.  Notation on Securities in Respect of Supplemental
               Indentures  ...................................................67

                                    ARTICLE 9
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

SECTION 9.01.  When the Company May Merge, Etc ...............................67
SECTION 9.02.  Successor Corporation Substituted .............................68
SECTION 9.03.  Opinion of Counsel to Trustee  ................................68

                                   ARTICLE 10
                            REDEMPTION OF SECURITIES

SECTION 10.01.  Right of Optional Redemption; Prices .........................69
SECTION 10.02.  Notice of Redemption; Partial Redemptions ....................69
SECTION 10.03.  Payment of Securities Called for Redemption  .................70
</TABLE>

                                      iii


<PAGE>   5

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----

                                   ARTICLE 11
                       DEFEASANCE AND COVENANT DEFEASANCE

<S>             <C>                                                         <C>
SECTION 11.01.  Company's Option to Effect Defeasance or Covenant
                Defeasance ...................................................71
SECTION 11.02.  Legal Defeasance and Discharge ...............................71
SECTION 11.03.  Covenant Defeasance ..........................................72
SECTION 11.04.  Conditions to Legal or Covenant Defeasance ...................72
SECTION 11.05.  Deposited Money and Government Securities to be Held
                in Trust; Other Miscellaneous Provisions .....................74
SECTION 11.06.  Repayment to the Company  ....................................74
SECTION 11.07.  Reinstatement ................................................75

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION 12.01.  Satisfaction and Discharge of Indenture ......................75
SECTION 12.02.  Application of Trust Money ...................................76

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

SECTION 13.01.  Incorporators, Stockholders, Officers and Directors of
                Company Exempt from Individual Liability .....................77
SECTION 13.02.  Provisions of Indenture for the Sole Benefit of Parties
                and Holders ..................................................77
SECTION 13.03.  Successors and Assigns of Company Bound by Indenture .........77
SECTION 13.04.  Notices and Demands on Company, Trustee and Holders ..........77
SECTION 13.05.  Officers' Certificates and Opinions of Counsel;
                Statements to Be Contained Therein ...........................78
SECTION 13.06.  Payments Due on Saturdays, Sundays and Holidays ..............79
SECTION 13.07.  Conflict of Any Provision of Indenture with Trust
                Indenture Act of 1939 ........................................80
SECTION 13.08.  New York Law to Govern .......................................80
SECTION 13.09.  Third Party Beneficiaries ....................................80
SECTION 13.10.  Counterparts .................................................80
SECTION 13.11.  Effect of Headings ...........................................80
SECTION 13.12.  Severability .................................................80
</TABLE>


                                       iv
<PAGE>   6


        THIS INDENTURE, dated as of April 12, 2001 among The Home Depot, Inc., a
Delaware corporation (the "COMPANY"), and The Bank of New York, a New York
banking corporation (the "TRUSTEE"),

                        W I T N E S S E T H :

      WHEREAS, the Company has duly authorized the issuance of its 5 3/8% Senior
Notes due April 1, 2006 (the "SECURITIES") and, to provide, among other things,
for the authentication, delivery and administration thereof, the Company has
duly authorized the execution and delivery of this Indenture; and

      WHEREAS, the Securities and the Trustee's certificate of authentication
shall be in substantially the following form:

                   [FORM OF FACE OF SECURITY]

                   [GLOBAL SECURITIES LEGEND]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
      OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
      HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
      PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
      BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
      SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
      THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
      THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE INDENTURE.


                               [RESTRICTED LEGEND]


<PAGE>   7
      THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
      EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
      (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
      APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
      NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
      FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
      144A THEREUNDER.

      THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
      THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
      (i) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
      IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (ii) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
      WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
      (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND
      (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
      PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
      IN (A) ABOVE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
      HEREIN, THE HOLDER REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL
      BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND IS
      ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE
      QUALIFIED INSTITUTIONAL BUYERS AND THAT IT EXERCISES INVESTMENT DISCRETION
      WITH RESPECT TO EACH SUCH ACCOUNT, (2) ACQUIRED SUCH SECURITY IN A
      TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT, OR
      (3) IS NOT A U.S. PERSON AND IS PURCHASING THE NOTES IN AN OFFSHORE
      TRANSACTION PURSUANT TO REGULATION S.


                                       2
<PAGE>   8

        PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(iv)
        ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
        LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
        REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE
        IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
        LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144
        EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

No.                                                 $
[CUSIP][CINS]

                              The Home Depot, Inc.
                        [     ]% Senior Note Due 200[ ]

         The Home Depot, Inc., a Delaware corporation (the "COMPANY"), for value
received hereby promises to pay to or registered assigns the principal sum of
Dollars at the Company's office or agency for said purpose in the City of New
York, on __________ __, 2009, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on [ ] and [ ]
(each an "INTEREST PAYMENT DATE") of each year, commencing with [ ], 2001, on
said principal sum in like coin or currency at the rate per annum set forth
above at said office or agency from the most recent Interest Payment Date to
which interest on the Securities has been paid or duly provided for, unless the
date hereof is a date to which interest on the Securities has been paid or duly
provided for, in which case from the date of this Security, or, if no interest
on the Securities [or on the Securities for which these Securities were
exchanged pursuant to the Exchange Offer](1) has been paid or duly provided for,
from __________ __, 2001. Notwithstanding the foregoing, if the date hereof is
after [ ] or [ ] (each an "INTEREST RECORD DATE"), as the case may be, and
before the immediately following Interest Payment Date, this Security shall bear
interest from such Interest Payment Date; provided, that if the Company shall
default in the payment of interest due on such Interest Payment Date then this
Security shall bear interest from the next preceding Interest Payment Date to
which interest on the Securities has been paid or duly provided for. The
interest so payable on any Interest Payment Date will, except as otherwise
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security is registered at the close of business on the
Interest Record Date preceding such Interest Payment Date whether or not such
day is a business day; provided that

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

    (1) To be included in Exchange Securities.


                                       3
<PAGE>   9

interest may be paid, at the option of the Company, by mailing a check therefor
payable to the registered holder entitled thereto at such holder's last address
as it appears on the Security register or by wire transfer, in immediately
available funds, to such bank or other entity in the continental United States
as shall be designated in writing by such holder prior to the relevant Interest
Record Date and shall have appropriate facilities for such purpose.

      Interest, on the Securities will be computed on the basis of a 360-day
year consisting of twelve months of 30 days each.

      Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect as
though fully set forth at this place.

      This Security shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.


                                       4

<PAGE>   10

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


                              THE HOME DEPOT, INC.



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


                                       5
<PAGE>   11

                          [FORM OF REVERSE OF SECURITY]

                              The Home Depot, Inc.

                         [    ]% Senior Note Due 200[ ]

        This Security is one of a duly authorized issue of debt securities of
the Company, limited to the aggregate Principal Amount of $___,000,000 (except
as otherwise provided in the Indenture mentioned below), issued or to be issued
pursuant to an indenture dated as of ________ __, 2001 (the "INDENTURE"), duly
executed and delivered by the Company to The Bank of New York, as Trustee
(herein called the "TRUSTEE"). Reference is hereby made to the Indenture and all
indentures supplemental thereto for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders (the words "HOLDERS" or "HOLDER" meaning the registered
holders or registered holder) of the Securities.

      This Security will bear interest until final maturity at a rate per annum
shown above, except as provided in the next paragraph. Interest will be computed
on the basis of a 360-day year consisting of twelve months of 30 days each. The
Company will pay interest on overdue principal of, premium, if any, and to the
extent lawful, interest on overdue installments of interest, at the same rate.

      [In the event that a Registration Default (as defined in the Registration
Rights Agreement) occurs, then the Company will pay additional interest (in
addition to the interest otherwise due hereon) ("ADDITIONAL INTEREST") to the
holder during the period immediately following the occurrence of any such
Registration Default in an amount equal to 0.50% per annum (regardless of the
number of Registration Defaults) from and including the date on which any such
Registration Default shall occur (subject to the terms of the Registration
Rights Agreement) to but excluding the date on which all Registration Defaults
have been cured. The Company shall pay amounts due in respect of Additional
Interest on each Interest Payment Date (or, if the Company shall default in the
payment of interest on any Interest Payment Date, on the date such interest is
otherwise paid as provided in the Indenture).](2)

      [There shall also be payable in respect of this Security all Additional
Interest that may have accrued on the Security for which this Security was
exchanged (as defined in such Security) pursuant to the Exchange Offer, such
Additional Interest



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

     (2)  To be included in Initial Securities not Exchange Securities.


                                       6
<PAGE>   12

to be calculated in accordance with the terms of such Security and payable at
the same time and in the same manner as periodic interest on this Security.](3)

        In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all the Securities may be declared
due and payable, in the manner and with the effect, and subject to the
conditions, provided in the Indenture. The Indenture provides that in certain
events such declaration and its consequences may be waived by the holders of a
majority in aggregate Principal Amount of the Securities then outstanding and
that, prior to any such declaration, such holders may waive any past default
under the Indenture and its consequences except a default in the payment of
principal of, premium, if any, or interest on any of the Securities. Any such
consent or waiver by the holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Security and any Security which may be issued
in exchange or substitution herefor, whether or not any notation thereof is made
upon this Security or such other Securities.

        The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee, with the consent of the holders of at least a majority
in aggregate Principal Amount of the Securities at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Securities.

        Notwithstanding the foregoing, without the consent of any holder of
Securities, the Company and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Securities in addition to or in place of certificated Securities,
to provide for the assumption of the Company's obligations to holders of
Securities in the case of a transaction described in Section 9.01, to make any
change that would provide any additional rights or benefits to the holders of
Securities or that does not adversely affect the legal rights under the
Indenture of any such holder, or to comply with requirements of the Commission
(as defined in the Indenture) in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act (as defined in the Indenture).

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

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

     (3)  To be included in Exchange Securities.


                                       7
<PAGE>   13
         The Securities are issuable only as registered Securities without
coupons in denominations of $1,000 and any multiple of $1,000.

         At the office or agency of the Company referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate Principal Amount of Securities
of other authorized denominations.

         Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Company, a new Security or
Securities of authorized denominations, for a like aggregate Principal Amount,
will be issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.

         The Securities are redeemable in whole or in part, at the option of the
Company at any time and from time to time, on not less than 30 or more than 60
days' prior notice mailed to the Holders of the Securities, at a Redemption
Price equal to the greater of (i) 100% of the Principal Amount of the Securities
to be redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments thereon discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points, together in either case with accrued interest on the
Principal Amount being redeemed to the Redemption Date.

         Subject to payment by the Company of a sum sufficient to pay the amount
due on redemption, interest on this Security (or portion hereof if this Security
is redeemed in part) shall cease to accrue upon the date duly fixed for
redemption of this Security (or portion hereof if this Security is redeemed in
part).

         The Company, the Trustee, and any authorized agent of the Company or
the Trustee, may deem and treat the registered holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by anyone
other than the Company, the Trustee or any authorized agent of the Company or
the Trustee), for the purpose of receiving payment of, or on account of, the
principal hereof and premium, if any, and, subject to the provisions on the face
hereof, interest hereon and for all other purposes, and none of the Company, the
Trustee nor any authorized agent of the Company or the Trustee shall be affected
by any notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Security, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental


                                       8
<PAGE>   14

thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         The Indenture is hereby incorporated by the reference and to the extent
of any variance between the provisions hereof and the Indenture, the Indenture
shall control. Terms used but not defined herein have the meanings assigned to
such terms in the Indenture.

         This Security shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State, except as may otherwise be required by mandatory
provisions of law.


                                       9
<PAGE>   15

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:
      ------------------------------

This is one of the Securities described in the within-mentioned Indenture.


                            The Bank of New York, as Trustee

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



                                       10
<PAGE>   16

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

--------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________ attorney to transfer said Security on the books of the
Company with full power of substitution in the premises.

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

Date:
     ---------------------


                     [THE FOLLOWING PROVISION TO BE INCLUDED
                ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES]

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of (i) the date of an effective Registration or (ii)
two years (or such lesser period as may be provided in any amendment to Rule
144(k) under the Securities Act) after the later of the original issuance of
this Security or the last date on which this Security was held by the Company or
an Affiliate of the Company, the undersigned confirms that without utilizing any
general solicitation or general advertising that this Security is being
transferred in accordance with its terms:


                                       11
<PAGE>   17

                                   [Check One]

         (1) [ ]  to the Company; or

         (2) [ ]  pursuant to an effective registration statement under the
                  Securities Act of 1933; or

         (3) [ ]  in the United States to a "qualified institutional buyer" (as
                  defined in Rule 144A under the Securities Act of 1933) that
                  purchases for its own account or for the account of a
                  qualified institutional buyer to whom notice is given that
                  such transfer is being made in reliance on Rule 144A, in each
                  case pursuant to and in compliance with Rule 144A under the
                  Securities Act of 1933; or

         (4) [ ]  outside the United States in an offshore transaction within
                  the meaning of Regulation S under the Securities Act in
                  compliance with Rule 904 under the Securities Act of 1933; or

         (5) [ ]  pursuant to the exemption from registration provided by Rule
                  144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any Person other
than the registered holder thereof, provided, however, that if box (4) or (5) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933.


                                             ------------------------------
                                             Signature

Signature Guarantee:



-----------------------------------          ------------------------------
Signature must be guaranteed                 Signature


         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.


                                       12
<PAGE>   18


         The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated:
      -----------------     -----------------------------------------------
                            NOTICE: To be executed by an executive officer


                                       13
<PAGE>   19

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:

<TABLE>
<S>            <C>                      <C>                      <C>                           <C>
                                                                                               Signature of
               Amount of decrease in    Amount of increase in    Principal Amount of this      authorized officer of
 Date of       Principal Amount of      Principal Amount of      Global Security following     Trustee or Securities
 Exchange      this Global Security     this Global Security     such decrease or increase     Custodian
</TABLE>



                                       14
<PAGE>   20

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company
pursuant to Section 3.08 of the Indenture; check the box

                                       [ ]

        If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 3.08 of the Indenture, state the amount: $


Date:                              Your Signature:
    -----------------------                       -------------------------



Signature Guarantee:
                    ------------------------------
(Signature must be guaranteed)



                                       15
<PAGE>   21

         AND WHEREAS, all things necessary to make the Securities, when executed
by the Company and authenticated and delivered by the Trustee as in the
Indenture provided, the valid, binding and legal obligations of the Company, and
to make the Indenture a valid indenture and agreement according to its terms,
have been done;

         NOW, THEREFORE:

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

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.01.     Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939 (except as herein otherwise expressly provided or
unless the context otherwise clearly requires), shall have the meanings assigned
to such terms in said Trust Indenture Act and in said Securities Act as in force
at the date of this Indenture. All accounting terms used herein and not
expressly defined shall have the meanings given to them in accordance with GAAP
(whether or not such is indicated herein). The words "HEREIN," "HEREOF" and
"HEREUNDER" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms
defined in this Article include the plural as well as the singular.

         "ADDITIONAL INTEREST" has the meaning provided in the Registration
Rights Agreement.

         "AGENT MEMBERS" has the meaning provided in Section 2.07(a).

         "ATTRIBUTABLE DEBT" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price of
the Principal Property so leased multiplied by a fraction the numerator of which
is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and
(ii) the total obligation (discounted to present value at the rate of interest
implicit in such


                                       16
<PAGE>   22

transaction compounded semiannually) of the lessee for rental payments (other
than amounts required to be paid on account of property taxes as well as
maintenance, repairs, insurance, water rates and other terms which do not
constitute payments or property rights) during the remaining portion of the base
term of the lease included in such transaction.

         "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person, or any authorized committee of the Board of Directors
of such Person or any officer of such Person duly authorized by the Board of
Directors of such Person to take a specific action.

         "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the cities of New York or Atlanta are authorized or
obligated by law or executive order to close.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act.

         "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the Board,
a Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

         "COMPARABLE TREASURY PRICE" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Notes" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (a) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or (b) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.


                                       17
<PAGE>   23

         "CONSOLIDATED CAPITALIZATION" means the total of all of the assets
appearing on the most recent consolidated balance sheet of the Company and its
Subsidiaries, less the following:

                  (a)      current liabilities, including liabilities for
         indebtedness maturing more than 12 months from the date of the original
         creation thereof, but maturing within 12 months from the date of
         determination; and

                  (b)      deferred income taxes.

Consolidated Capitalization shall be determined in accordance with GAAP and may
be determined as of a date not more than 60 days prior to the happening of an
event for which such determination is being made.

         "CONSOLIDATED NET TANGIBLE ASSETS" means the total of all assets
appearing on the most recent consolidated balance sheet of the Company and its
Subsidiaries (less depreciation and valuation reserves and other reserves and
items deductible from gross book value of specific asset accounts under GAAP),
after deducting therefrom (a) all current liabilities, including liabilities for
indebtedness maturing more than twelve months from the date of the original
creation thereof but maturing within twelve months from the date of
determination, and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount, organization expenses, and other like intangibles.
Consolidated Net Tangible Assets shall be determined in accordance with GAAP and
may be determined as of a date not more than 60 days prior to the happening of
an event for which such determination is being made.

         "CORPORATE TRUST OFFICE" means the corporate trust office of the
Trustee at which the corporate trust business of the Trustee shall, at any
particular time, be principally administered, which office is, at the date as of
which this Indenture is dated, located at 101 Barclay Street, 21W, New York, New
York 10286, Attention: Corporate Trust Trustee Administration.

         "DEFAULT" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

         "DEPOSITARY" means The Depository Trust Company, its nominees, and
their respective successors.

         "EVENT OF DEFAULT" means any event or condition specified as such in
Section 4.01 which shall have continued for the period of time, if any, therein
designated.


                                       18
<PAGE>   24

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

         "EXCHANGE OFFER" means the exchange offer by the Company of Exchange
Securities for Initial Securities pursuant to the Registration Rights Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement
relating to an Exchange Offer on an appropriate form and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "EXCHANGE SECURITIES" means the debt securities of the Company to be
offered to Securityholders in exchange for Initial Securities pursuant to the
Exchange Offer or otherwise pursuant to a Registration of Exchange Securities
containing terms identical to the Securities for which they are exchanged
(except that (i) interest thereon shall accrue from the last date on which
interest was paid on the Securities or, if no such interest has been paid, from
the date of issuance of the Securities and (ii) the Exchange Securities will
contain the alternative third paragraph appearing on the reverse of the
Securities in the form recited above and will not contain terms with respect to
transfer restrictions).

         "FUNDED INDEBTEDNESS" of a corporation means the principal of (a) all
indebtedness created, incurred or assumed by such corporation (including the
Securities in the case of the Company) which by its terms is not payable on
demand and which matures by its terms, or which by its terms such corporation
has the right at its option to renew or extend to a date, more than one year
after the date of determination, whether outstanding on the date of execution of
this Indenture or thereafter created, incurred or assumed, and which is (i) for
money borrowed or (ii) evidenced by a note or similar instrument given in
connection with the acquisition of any business, properties or assets, including
securities, (b) any indebtedness of others of the kinds described in the
preceding clause (a) for the payment of which such corporation is responsible or
liable as guarantor or otherwise and (c) amendments, renewals and refundings of
any such indebtedness; provided, however, that such term shall not include any
obligations under leases or any guarantees of obligations of others under
leases. It is understood that for the purposes of this definition the term
"principal" when used at any date with respect to any indebtedness shall mean
the amount of principal of such indebtedness that could be declared due and
payable on that date pursuant to the terms of such indebtedness.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect on the Issue Date, including those set forth in
the


                                       19
<PAGE>   25

opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entities as have been approved by a significant segment of the accounting
profession.

         "GLOBAL SECURITY" has the meaning provided in Section 2.04.

         "HOLDER," "HOLDER OF SECURITIES," "SECURITYHOLDER" or other similar
terms mean the registered holder of any Security.

         "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or
supplemented.

         "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Company.

         "INITIAL PURCHASERS" means Credit Suisse First Boston Corporation and
Invemed Associates LLC.

         "INITIAL SECURITIES" means the Securities issued under this Indenture
which are not Exchange Securities.

         "INTEREST PAYMENT DATE" means each semiannual interest payment date on
October 1 and April 1 of each year, commencing October 1, 2001.

         "INTEREST RECORD DATE" for the Interest payable on any Interest Payment
Date (except a date for payment of defaulted interest) means the September 15 or
March 15 (whether or not a Business Day) as the case may be, next preceding such
Interest Payment Date.

         "ISSUE DATE" means the original issue date of the Securities.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, assets, financial condition or results of operations of the Company
(taken together with its Subsidiaries as a whole).

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, any Vice Chairman of the Board, the President or any Vice President
of the Company, and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee. Each such certificate shall comply with Section
314 of


                                       20
<PAGE>   26

the Trust Indenture Act of 1939 and include the statements provided for in
Section 13.05.

         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company or who may be other
counsel satisfactory to the Trustee. Each such opinion shall comply with Section
314 of the Trust Indenture Act and include the statements provided for in
Section 13.05, and such others as may reasonably be requested by the Trustee, if
and to the extent required hereby.

         "OUTSTANDING", when used with reference to Securities, subject to the
provisions of Article 6 means, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

                  (b)      Securities, or portions thereof, for the payment or
         redemption of which moneys in the necessary amount shall have been
         deposited in trust with the Trustee or with any paying agent (other
         than the Company) or shall have been set aside, segregated and held in
         trust by the Company (if the Company shall act as its own paying
         agent), provided that if such Securities are to be redeemed prior to
         the maturity thereof, notice of such redemption shall have been given
         as herein provided, or provision satisfactory to a Responsible Officer
         of the Trustee shall have been made for giving such notice; and

                  (c)      Securities in substitution for which other Securities
         shall have been authenticated and delivered, or which shall have been
         paid, pursuant to the terms of Section 2.09 (unless proof satisfactory
         to the Trustee and the Company is presented that any of such Securities
         is held by a person in whose hands such Security is a legal, valid and
         binding obligation of the Company).

         "PERSON" means any individual, corporation, partnership, joint stock
company, business trust, trust, unincorporated association, joint venture or
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.

         "PHYSICAL SECURITIES" means Securities issued pursuant to Section 2.01
in exchange for interests in the Global Security or pursuant to Section 2.07(b)
in registered form substantially in the form hereinabove recited.


                                       21
<PAGE>   27
         "PRINCIPAL" wherever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "AND PREMIUM, IF
ANY."

         "PRINCIPAL AMOUNT" means, when used with respect to any Security, the
amount of principal of such Security that could then be declared due and payable
pursuant to Section 4.02.

         "PRINCIPAL PROPERTY" means all real property and tangible personal
property owned by the Company or a Subsidiary constituting a part of any store,
warehouse or distribution center located within one of the 50 states of the
United States or the District of Columbia, exclusive of motor vehicles, mobile
materials- handling equipment and other rolling stock, cash registers and other
point of sale recording devices and related equipment, and data processing and
other office equipment; provided, however, that such term shall not include any
such property constituting a part of any such store, warehouse or distribution
center unless the net book value of all real property (including leasehold
improvements) and tangible personal property constituting a part of such store,
warehouse or distribution center exceeds 0.25% of Consolidated Capitalization.

         "PRIVATE PLACEMENT LEGEND" means the legend initially set forth on the
Securities in the form set forth in Section 2.05(a).

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

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price (including premium, if any) at which it is to be
redeemed pursuant to this Indenture.

         "REFERENCE TREASURY DEALER" means Credit Suisse First Boston
Corporation and its respective successors and two other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by the Company; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"PRIMARY TREASURY DEALER"), the Company shall designate as a substitute another
nationally recognized investment banking firm that is a Primary Treasury Dealer.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing


                                       22
<PAGE>   28

to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New York City
time, on the third Business Day preceding such Redemption Date.

         "REMAINING SCHEDULED PAYMENTS" means, with respect to each Security to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption, except that, if such Redemption Date is not an interest payment
date with respect to such Security, the amount of the next succeeding scheduled
interest payment thereon shall be reduced by the amount of interest accrued
thereon to such Redemption Date.

         "REGISTRAR" has the meaning provided in Section 2.06.

         "REGISTRATION" means a registered exchange offer for the Securities by
the Company or other registration of the Securities under the Securities Act
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of April 9, 2001, among the Company and the Initial
Purchasers and certain permitted assigns specified therein.

         "REGISTRATION STATEMENT" means the Registration Statement pursuant to
and as defined in the Registration Rights Agreement.

         "REGULATION S" means Regulation S under the Securities Act.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer within the corporate trust department of the Trustee including any vice
president, any trust officer, any assistant vice president, any assistant
secretary, any assistant treasurer, or any other officer of the Trustee
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

         "RESTRICTED LEGEND" means the legend set forth in Section 2.05 hereof.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SALE AND LEASE-BACK TRANSACTION" of the Company or any Subsidiary
means any arrangement whereby (a) property has been or is to be sold or
transferred by the Company or any Subsidiary to any Person with the intention on
the part of the Company or any Subsidiary of taking back a lease of such
property


                                       23
<PAGE>   29

pursuant to which the rental payments are calculated to amortize the purchase
price of such property substantially over the useful life of such property, (b)
such property is in fact so leased by the Company or any Subsidiary, and (c) the
commitment by or on behalf of the purchaser or transferee is obtained more than
twelve months after the later of (i) the completion of the acquisition,
substantial repair or alteration, construction, development or substantial
improvement of such property or (ii) the placing in operation of such property
or of such property as so substantially repaired or altered, constructed,
developed or substantially improved.

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

         "SECURITY" or "SECURITIES" means any Security or Securities, as the
case may be, authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term "Securities" shall include the Initial Securities
and any Exchange Securities to be issued and exchanged for any Initial
Securities pursuant to the Registration Rights Agreement and this Indenture and,
for purposes of this Indenture, all Initial Securities and Exchange Securities
shall vote together as one series of Securities under this Indenture.

         "SECURITY REGISTER" has the meaning provided in Section 2.06.

         "SENIOR FUNDED INDEBTEDNESS" of the Company means any Funded
Indebtedness of the Company unless in any instrument or instruments evidencing
or securing such Funded Indebtedness or pursuant to which the same is
outstanding, or in any amendment, renewal, extension or refunding of such Funded
Indebtedness, it is provided that such Funded Indebtedness is subordinate in
right of payment to the Securities (a) in the event of any dissolution or
winding-up or total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, or any bankruptcy, insolvency, receivership or
similar proceedings relative to the Company, (b) in the event that any
Subordinated Funded Indebtedness of the Company is declared due and payable
before its expressed maturity because of the occurrence of an event of default
with respect to such Subordinated Funded Indebtedness and (c) in the event of
any default in the payment of principal (including any required prepayments or
amortization) of or interest on any Senior Funded Indebtedness of the Company.
"Senior Funded Indebtedness" of a Subsidiary means any Funded Indebtedness of
such Subsidiary and the aggregate preference on involuntary liquidation of any
class of stock of such Subsidiary ranking, either as to payment of dividends or
distribution of assets, prior to any other class of stock of such Subsidiary.

         "SUBSIDIARY" means, as applied, with respect to any Person, any
corporation, partnership or other legal entity of which, in the case of a
corporation, more than 50% of the issued and outstanding capital stock having
ordinary voting


                                       24
<PAGE>   30

power to elect a majority of the board of directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation has or might have voting power upon the occurrence of any
contingency), or, in the case of any partnership or other legal entity, more
than 50% of the ordinary equity capital interests, is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries.

         "TREASURY RATE" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

         "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was originally
executed, and "TIA", when used in respect of an indenture supplemental hereto,
means such Act as in force at the time such indenture supplemental hereto
becomes effective.

         "TRUSTEE" means the entity identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee.

         SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                    Defined in
       Term                                          Section
       ----                                         ----------
       <S>                                          <C>
       "Covenant Defeasance".....................      11.03
       "Legal Defeasance" .......................      11.02
</TABLE>

                                    ARTICLE 2
              ISSUE, EXECUTION, FORM AND REGISTRATION OF SECURITIES

         SECTION 2.01. Authentication and Delivery of Securities. Upon the
execution and delivery of this Indenture, or from time to time thereafter,
Securities (including Exchange Securities) in an aggregate Principal Amount not
in excess of the amount specified in the form of Security hereinabove recited
(except as otherwise provided in Section 2.09) may be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall thereupon


                                       25
<PAGE>   31

authenticate and make available for delivery said Securities to or upon the
written order of the Company, signed by its Chairman of the Board of Directors,
or any Vice Chairman of the Board of Directors, or its President or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") without any further action by
the Company.

         SECTION 2.02. Execution of Securities. The Securities shall be signed
on behalf of the Company by its Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or its President or any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President"). Such signatures may be the manual
or facsimile signatures of the present or any future such officers.

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

         SECTION 2.03. Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinabove recited, executed by the Trustee by manual signature of one of its
authorized signatories, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Company shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

         SECTION 2.04. Form, Denomination and Date of Securities; Payments of
Interest. The Securities and the Trustee's certificates of authentication shall
be substantially in the form recited above; provided that Exchange Securities
(i) shall contain the alternative third paragraph appearing on the reverse of
the Securities in the form recited above and (ii) shall not contain terms with
respect to transfer restrictions. The Securities shall be issuable in
denominations provided for in the form of Security recited above. The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the


                                       26
<PAGE>   32

officers of the Company executing the same may determine with the approval of
the Trustee.

         Any of the Securities may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with any rules
or regulations pursuant thereto, including those required by Section 2.05, or
with the rules of any securities market in which the Securities are admitted to
trading, or to conform to general usage.

         Each Security shall be dated the date of its authentication, shall bear
interest from the applicable date and shall be payable on the dates specified on
the face of the form of Security recited above.

         (b)      Global Securities. Securities offered and sold to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) (a
"QIB") in reliance on Rule 144A under the Securities Act ("RULE 144A") shall be
issued initially in the form of one or more permanent global securities in
definitive form without interest coupons (the "RESTRICTED GLOBAL SECURITY")
deposited with the Trustee as custodian for the Depositary and registered in the
name of Cede & Co., as nominee for the Depositary. Securities offered and sold
to certain persons in offshore transactions in reliance on Regulation S under
the Securities Act ("REGULATION S") shall be issued initially in the form of one
or more permanent global securities in registered form without interest coupons
(the "REGULATION S GLOBAL SECURITY," and together with the Restricted Global
Security, the "GLOBAL SECURITIES") which will be deposited with the Trustee as
custodian for the Depositary for the respective accounts of the DTC participants
for Morgan Guaranty Trust Company of New York, Brussels office, as operator of
the Euroclear System ("EUROCLEAR"), and Clearstream Banking SA ("CLEARSTREAM")
and registered in the name of Cede & Co., as nominee for the Depositary. The
Restricted Global Security shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, as custodian for the Depositary
(or with such other custodian as the Depositary may direct), and registered in
the name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Regulation
S Global Security will be deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided; provided that upon such deposit all such Securities shall
be credited to or through accounts maintained by the Depositary by or on behalf
of Euroclear or Clearstream. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made


                                       27
<PAGE>   33

on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

         The person in whose name any Security is registered at the close of
business on any Interest Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest, if any, payable on such Interest
Payment Date notwithstanding any transfer or exchange of such Security
subsequent to the Interest Record Date and prior to such Interest Payment Date,
except if and to the extent the Company shall default in the payment of the
interest due on such Interest Payment Date, in which case such defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, shall be paid to the persons in whose names outstanding Securities are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of such payment) established
by notice given by mail by or on behalf of the Company to the holders of
Securities not less than 15 days preceding such subsequent record date.

         SECTION 2.05. Restrictive Legends. (a) Except as otherwise provided in
paragraph (c), each Global Security shall bear the following legend on the face
thereof:

         THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
         TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
         ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
         THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
         BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

         THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
         (A) THIS SECURITY MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
         TRANSFERRED ONLY (i) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
         REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (ii) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
         ACT, (iii) PURSUANT TO AN EXEMPTION FROM


                                       28
<PAGE>   34

         REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
         (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN
         ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
         REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
         RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. BY ITS ACQUISITION HEREOF
         OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER REPRESENTS THAT IT (1)
         IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
         UNDER THE SECURITIES ACT AND IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND
         THAT IT EXERCISES INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
         ACCOUNT, (2) ACQUIRED SUCH SECURITY IN A TRANSACTION THAT DID NOT
         REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR (3) IS NOT A U.S.
         PERSON AND IS PURCHASING THE NOTES IN AN OFFSHORE TRANSACTION PURSUANT
         TO REGULATION S.

         PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(iv)
         ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
         LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
         REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE
         IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
         LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         (b)      Each Global Security shall also bear the following legend on
the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
         IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY


                                       29
<PAGE>   35

         (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
         OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
         HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
         TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
         PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
         ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.08 OF THE
         INDENTURE.

                  (c)      (i) If the Company determines (upon the advice of
                  counsel and such other certifications and evidence as the
                  Company may reasonably require) that any Security is eligible
                  for resale pursuant to Rule 144(k) under the Securities Act
                  (or a successor provision) and that the Restricted Legend is
                  no longer necessary or appropriate in order to ensure that
                  subsequent transfers of such Security (or a beneficial
                  interest therein) are effected in compliance with the
                  Securities Act, or

                  (ii)     after an Initial Security is (x) sold pursuant to an
         effective registration statement under the Securities Act, pursuant to
         the Registration Rights Agreement or otherwise, or (y) exchanged for an
         Exchange Security,

the Company may instruct the Trustee to cancel such Security and issue to the
Holder thereof (or to its transferee) a new Security of like tenor and amount,
registered in the name of the Holder thereof (or its transferee), that does not
bear the Restricted Legend, and the Trustee will comply with such instruction.

         SECTION 2.06. Registration, Transfer and Exchange. The Securities are
issuable only in registered form. The Company will keep at each office or agency
(the "REGISTRAR") a register or registers (the "SECURITY REGISTER(S)") in which,
subject to such reasonable regulations as it may prescribe, it will register,
and will register the transfer of, Securities as in this Article provided. Such
Security Register or Security Registers shall be in written form in the English
language or in any other form capable of being converted into such form within a
reasonable


                                       30
<PAGE>   36

time. At all reasonable times such Security Register or Security Registers shall
be open for inspection by the Trustee.

         Upon due presentation for registration of transfer of any Security at
each such office or agency, the Company shall execute and the Trustee shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Security or Securities, in each case, in authorized
denominations for a like aggregate Principal Amount.

         A Holder may transfer a Security only by written application to the
Registrar stating the name of the proposed transferee and otherwise complying
with the terms of this Indenture. No such transfer shall be effected until, and
such transferee shall succeed to the rights of a Holder only upon, final
acceptance and registration of the transfer by the Registrar in the Security
Register. Prior to the registration of any transfer by a Holder as provided
herein, the Company, the Trustee, and any agent of the Company shall treat the
person in whose name the Security is registered as the owner thereof for all
purposes whether or not the Security shall be overdue, and neither the Company,
the Trustee, nor any such agent shall be affected by notice to the contrary.
Furthermore, any Holder of a Global Security shall, by acceptance of such Global
Security, agree that transfers of beneficial interests in such Global Security
may be effected only through a book entry system maintained by the Holder of
such Global Security (or its agent) and that ownership of a beneficial interest
in the Security shall be required to be reflected in a book entry. When
Securities are presented to the Registrar or a co-Registrar with a request to
register the transfer or to exchange them for an equal Principal Amount of
Securities of other authorized denominations (including an exchange of Initial
Securities for Exchange Securities), the Registrar shall register the transfer
or make the exchange as requested if the requirements for such transactions set
forth herein are met; provided that no exchanges of Initial Securities for
Exchange Securities shall occur until a Registration Statement shall have been
declared effective by the Commission and that any Initial Securities that are
exchanged for Exchange Securities shall be cancelled by the Trustee. To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request.

         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 exchange or
registration of transfer of Securities (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
2.11, 8.05 or 10.03). No service charge to any Holder shall be made for any such
transaction.


                                       31
<PAGE>   37

         The Company shall not be required to exchange or register a transfer of
(a) any Securities for a period of 15 days next preceding the first mailing of
notice of redemption of Securities to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security where public notice has been given that such Security is to be redeemed
in part, the portion thereof not so to be redeemed.

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

         SECTION 2.07. Book-Entry Provisions for Global Securities. (a) Each
Global Security initially shall (i) be registered in the name of the Depositary
for such Global Securities or the nominee of such Depositary, (ii) be delivered
to the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 2.05.

         Members of, or participants in, the Depositary ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under the
Global Security, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any Security.

         (b)      Transfers of a Global Security shall be limited to transfers
of such Global Security in whole, but not in part, to the Depositary, its
successors or their respective nominees. If at any time the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary or if at
any time the Depositary shall no longer be qualified to serve as the Depositary,
the Company shall appoint a successor depositary with respect to the Securities.
If a successor depositary is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Securities, will authenticate and deliver Securities of like tenor
and terms in definitive form in an aggregate Principal Amount equal to the
Principal Amount of the Global Securities or Securities in exchange for such
Global Security or Securities.


                                       32
<PAGE>   38

         The Company may at any time and in its sole discretion determine that
the Securities issued in the form of one or more Global Securities shall no
longer be represented by such Global Securities. In such event, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities, will authenticate and deliver Securities
of like tenor and terms in definitive form in an aggregate Principal Amount
equal to the Principal Amount of the Global Security or Securities in exchange
for such Global Security or Securities. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary and the provisions of Section 2.08. In addition, Physical
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Security, if (i) the Depositary (A) notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security, and a successor depositary is not appointed by the Company
within 90 days of such notice, (B) ceases to be qualified to serve as Depositary
and a successor depositary is not appointed by the Company within 90 days of
such notice, (ii) the Company executes and delivers to the Trustee a Company
Order that such Global Security shall be so transferable, registrable and
exchangeable, and such transfers shall be registrable, or (iii) an Event of
Default of which the Trustee has actual notice has occurred and is continuing
and the Registrar has received a request from the Depositary to issue such
Physical Securities.

         (c)      Any beneficial interest in one of the Global Securities that
is transferred to a person who takes delivery in the form of an interest in the
other Global Security will, upon transfer, cease to be an interest in such
Global Security and become an interest in the other Global Security and,
accordingly, will thereafter be subject to all transfer restrictions, if any,
and other procedures applicable to beneficial interests in such other Global
Security for as long as it remains such an interest.

         (d)      In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to paragraph (b) of
this Section 2.07, the Registrar shall reflect on its books and records the date
and a decrease in the Principal Amount of such Global Security in an amount
equal to the Principal Amount of the beneficial interest in such Global Security
to be transferred, and the Company shall execute, and the Trustee shall
authenticate and make available for delivery, one or more Physical Securities of
like tenor and amount.

         (e)      In connection with the transfer of an entire Global Security
to beneficial owners pursuant to paragraph (b) of this Section, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and deliver, to
each beneficial owner identified by the Depositary in exchange for its
beneficial


                                       33
<PAGE>   39

interest in such Global Security, an equal Principal Amount of Physical
Securities of authorized denominations.

         (f)      Any Physical Security delivered in exchange for an interest in
a Global Security pursuant to paragraph (b) or (d) of this Section shall, except
as otherwise provided by Section 2.04, bear the legend regarding transfer
restrictions applicable to the Physical Security set forth in Section 2.05.

         (g)      The registered holder of a Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

         SECTION 2.08. Special Transfer Provisions. Unless and until an Initial
Security is exchanged for an Exchange Security in connection with an effective
Registration pursuant to the Registration Rights Agreement, the following
provisions shall apply:

         (a)      The transfer or exchange of any Security (or a beneficial
interest therein) that bears the Restricted Legend may only be made in
compliance with the provisions of the Restricted Legend.

         (b)      The Trustee will retain copies of all certificates, opinions
and other documents received in connection with the transfer or exchange of a
Security (or a beneficial interest therein), and the Company will have the right
to inspect and make copies thereof at any reasonable time upon written notice to
the Trustee.

         (c)      By its acceptance of any Security bearing the Private
Placement Legend, each Holder of such a Security acknowledges the restrictions
on transfer of such Security set forth in this Indenture and in the Private
Placement Legend and agrees that it will transfer such Security only as provided
in this Indenture. The Registrar shall not register a transfer of any Security
unless such transfer complies with the restrictions on transfer of such Security
set forth in this Indenture. In connection with any transfer of Securities, each
Holder agrees by its acceptance of the Securities to furnish the Registrar or
the Company such certifications, legal opinions or other information as either
of them may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the registration
requirements of the Securities Act; provided that the Registrar shall not be
required to determine (but may rely on a determination made by the Company with
respect to) the sufficiency of any such certifications, legal opinions or other
information.


                                       34

<PAGE>   40

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.07(a) or this Section
2.08. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

         Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Agent Members or
beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

         SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be apparently destroyed, lost or stolen, the Company in its
discretion may execute, and upon the written request of any officer of the
Company, the Trustee shall authenticate and make available for delivery, a new
Security bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so apparently destroyed, lost or stolen. In every
case the applicant for a substitute Security shall furnish to the Company and
the Trustee and any agent of the Company or the Trustee such security or
indemnity as may be required by each of them to indemnify and defend and to save
each of them harmless and, in every case of destruction, loss or theft evidence
to their satisfaction of the apparent destruction, loss or theft of such
Security and of the ownership thereof.

         Upon the issuance of any substitute Security, 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. In case any Security
which has matured or is about to mature, or has been called for redemption in
full, shall become mutilated or defaced or be apparently destroyed, lost or
stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated


                                       35
<PAGE>   41

or defaced Security), if the applicant for such payment shall furnish to the
Company and to the Trustee and any agent of the Company or the Trustee such
security or indemnity as any of them may require to save each of them harmless
from all risks, however remote, and, in every case of apparent destruction, loss
or theft, the applicant shall also furnish to the Company and the Trustee and
any agent of the Company or the Trustee evidence to their satisfaction of the
apparent destruction, loss or theft of such Security and of the ownership
thereof.

         Every substitute Security issued pursuant to the provisions of this
Section by virtue of the fact that any Security is apparently destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company
whether or not the apparently destroyed, lost or stolen Security shall be at any
time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities duly authenticated
and delivered hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by law, the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, defaced, or
apparently destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.10. Cancellation of Securities. All Securities surrendered
for payment, redemption, registration of transfer or exchange, if surrendered to
the Company or any agent of the Company or the Trustee, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
cancelled by it; and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall dispose of cancelled Securities in accordance with its customary
procedures. If the Company shall acquire any of the Securities, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

         SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute and the Trustee shall
authenticate and make available for delivery temporary Securities (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities shall be issuable as
registered Securities without coupons, of any authorized denomination, and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such


                                       36
<PAGE>   42

reference to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the
Company shall execute and shall furnish definitive Securities and thereupon
temporary Securities may be surrendered in exchange therefor without charge at
each office or agency to be maintained by the Company for the purpose pursuant
to Section 3.02, and the Trustee shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal
amount of definitive Securities of authorized denominations. Until so exchanged
the temporary Securities shall be entitled to the same benefits under this
Indenture as definitive Securities.

         SECTION 2.12. CUSIP and CINS Numbers. The Company in issuing the
Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders; provided that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Securities and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the CUSIP numbers or CINS numbers.

                                    ARTICLE 3
                                CERTAIN COVENANTS

         SECTION 3.01. Payment of Principal, Premium and Interest on Securities.
The Company, for the benefit of the Securities, will duly and punctually pay or
cause to be paid the principal of and any premium and interest on the Securities
in accordance with the terms of the Securities and this Indenture.

         SECTION 3.02. Maintenance of Office or Agency. The Company will
maintain a Payment Office where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in 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


                                       37
<PAGE>   43

thereof, such presentations, surrenders, notices, and demands may be made or
served at the Corporate Trust Office, and the Company hereby initially appoints
the Trustee at its office or agency as its agent to receive all such
presentations, surrenders, notices and demands.

         SECTION 3.03. Money for Securities Payments to be Held in Trust.

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

         (b)      Whenever the Company shall have one or more Paying Agents for
the Securities, it will, prior to each due date of the principal of or any
premium or interest on the Securities, deposit with a Paying Agent a sum
sufficient to pay such amount, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

         (c)      The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent will agree with the Trustee, subject to the provisions of this Section
3.03, that such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent (ii) hold all sums held by it
for the payment of the principal of (and premium, if any) or interest, if any,
on the Securities in trust for the benefit of the Holders until such sums shall
be paid to such Holders or otherwise disposed of as herein provided; (iii) give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any payment of principal (and premium, if any) or
interest, if any, on the Securities; and (iv) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, and upon the written request of
that Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities.

         (d)      The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or


                                       38
<PAGE>   44

such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent will be released from all further liability with respect to
such money.

         (e)      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 or any
premium or interest on any Security and remaining unclaimed for two years after
such principal, premium, or interest has become due and payable will be paid to
the Company upon a Company Request (or, if then held by the Company, will be
discharged from such trust); and the Holder of such Security will 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, will thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which will not be less than 30 calendar
days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

         SECTION 3.04. Existence. Subject to Article 9, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory), and franchises; provided,
however, that the Company will not be required to preserve any such right or
franchise if the Board of Directors determines that the preservation thereof is
no longer desirable in the conduct of the business of the Company and that the
loss thereof will not result in a Material Adverse Effect.

         SECTION 3.05. Statement by Officers as to Default. The Company will
deliver to the Trustee, within 120 calendar days after the end of each fiscal
year of the Company ending after the date hereof, an Officers' Certificate
signed by the principal executive officer, principal financial officer, or
principal accounting officer of the Company stating whether or not to the
knowledge of such person after due inquiry the Company is in default in the
performance and observance of any of the terms, provisions, and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company is in default, specifying all such
defaults and the nature and status thereof of which such person may have such
knowledge. The Company shall deliver to the Trustee, as soon as possible and in
any event within five days after the Company becomes aware of the occurrence of
any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of


                                       39
<PAGE>   45

Default, an Officers' Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.

         SECTION 3.06. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision, or condition set forth
in Section 3.07, Section 3.08 and the provisions of any supplemental indenture
specified in such supplemental indenture, with respect to the Securities if the
Holders of a majority in Principal Amount of the outstanding Securities shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision, or condition, but no such
waiver will 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 will remain in full force and effect.

         SECTION 3.07. Limitations on Liens. (a) The Company will not, and will
not permit any Subsidiary to, issue, assume or guarantee any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed (herein
referred to as "indebtedness") secured by any mortgage, security interest,
pledge or lien (herein referred to as "mortgage") of or upon any Principal
Property, or of or upon shares of capital stock or evidences of indebtedness of
any Subsidiary that owns any Principal Property, whether such Principal
Property, shares of capital stock or evidences of indebtedness are owned at the
date of this Indenture or thereafter acquired, without making effective
provision, and the Company in each case will make or cause to be made effective
provision, whereby the Principal Amount of all of the Securities from time to
time outstanding shall be secured equally and ratably with (or at the option of
the Company, prior to) such mortgage; provided, however, that this Section 3.07
shall not apply to indebtedness secured by any of the following:

                  (i)      mortgages existing on the date hereof;

                  (ii)     mortgages on any property existing at the time of
         acquisition thereof;

                  (iii)    mortgages on property, shares of capital stock or
         evidences of indebtedness of a corporation existing at the time such
         corporation is merged into or consolidated with, or disposes of
         substantially all of its properties (or those of a division) to, the
         Company or a Subsidiary;


                                       40
<PAGE>   46

                  (iv)     mortgages on property of a corporation, shares of
         capital stock or evidences of indebtedness of any corporation existing
         at the time such corporation becomes a Subsidiary;

                  (v)      mortgages securing indebtedness of a Subsidiary to
         the Company or to another Subsidiary;

                  (vi)     mortgages on property to secure the cost of
         acquisition, construction, development or substantial repair,
         alteration or improvement of such property, provided the commitment of
         the creditor to extend the credit secured by any such mortgage shall
         have been obtained not later than sixty months after the later of (A)
         the completion of the acquisition, construction, development,
         substantial repair, alteration or improvement of such property or (B)
         the placing in operation of such property as so acquired, constructed,
         developed or substantially repaired, altered or improved;

                  (vii)    mortgages securing current liabilities payable on
         demand or not more than one year after the date as of which the
         determination is made (excluding any indebtedness renewable or
         extendable at the option of the debtor for a period or periods ending
         more than one year after the date as of which such determination is
         made), which indebtedness in accordance with generally accepted
         accounting practices would be included among current liabilities;

                  (viii)   any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         mortgage referred to in the foregoing clauses (i) to (vii) inclusive;
         provided, however, that the principal amount of indebtedness secured
         thereby and not otherwise authorized by said clauses (i) to (vii)
         inclusive shall not exceed the principal amount of indebtedness, plus
         any premium or fee payable in connection with any such extension,
         renewal or replacement, so secured at the time of such extension,
         renewal or replacement;

                  (ix)     mortgages in favor of the United States of America or
         any State thereof, or any department, agency or instrumentality or
         political subdivision of the United States of America or any State
         thereof, to secure partial progress, advance or other payments pursuant
         to any contract or statute or to secure any indebtedness incurred for
         the purpose of financing all or any part of the purchase price or the
         cost of constructing or improving the property subject to such
         mortgages;


                                       41
<PAGE>   47

                  (x)      mortgages arising out of any final judgment for the
         payment of money aggregating not in excess of $10,000,000 or mortgages
         created by or relating to any legal proceeding or final judgment which
         at the time is being contested in good faith by appropriate
         proceedings, provided enforcement of any mortgage has been stayed; or

                  (xi)     mortgages for taxes or other governmental charges
         either not yet delinquent or the nonpayment of which is being contested
         in good faith by appropriate proceedings; mortgages comprising
         landlord's liens or liens of carriers, warehousemen, mechanics or
         materialmen incurred in the ordinary course of business for sums not
         yet due and payable or which are being contested in good faith by
         appropriate proceedings; and any other mortgages incurred or created in
         the ordinary course of business not arising in connection with
         indebtedness that do not in the aggregate materially impair the use or
         value of the properties or assets of the Company and its Subsidiaries,
         taken as a whole.

         (b)      Notwithstanding the provisions of Section 3.07(a), the Company
or any of its Subsidiaries may, however, issue, assume or guarantee indebtedness
secured by mortgages which would otherwise be subject to the restrictions of
Section 3.07(a) in an aggregate amount which, together with all Attributable
Debt outstanding pursuant to Section 3.08(b) and all indebtedness outstanding
pursuant to this Section 3.07(b), does not at the time exceed the greater of 10%
of all Consolidated Net Tangible Assets or 15% of Consolidated Capitalization.

         SECTION 3.08. Limitations on Sale and Leaseback Transactions. (a) The
Company will not, nor will it permit any Subsidiary to, enter into any Sale and
Lease-Back Transaction with respect to any Principal Property (except for
transactions providing for a lease for a term, including any renewal thereof, of
not more than 48 months and except for a transaction between the Company and a
Subsidiary or between Subsidiaries), unless either (x) the Company or such
Subsidiary would be entitled pursuant to Section 3.07(a) to issue, assume or
guarantee evidences of indebtedness secured by a mortgage on such Principal
Property in an amount at least equal to the Attributable Debt in respect of such
Sale and Lease-Back Transaction without being required by Section 3.07(a) to
equally and ratably secure the Principal Amount of the Securities from time to
time outstanding or (y) the Company shall apply or cause to be applied, in the
case of a sale or transfer for cash, an amount equal to the net proceeds thereof
(but not in excess of the net book value of such Principal Property at the date
of such sale or transfer) and, in the case of a sale or transfer otherwise than
for cash, an amount equal to the fair value (as determined by the Board of
Directors) of the Principal Property so leased (x) to the retirement, within one
year after the effective date of such Sale and Lease-Back Transaction, of
Securities or other


                                       42
<PAGE>   48

Senior Funded Indebtedness of the Company or a Subsidiary or (y) to the purchase
of a Principal Property or Principal Properties (other than the Principal
Property involved in such sale or transfer); provided, however, that any such
retirement of Securities shall be in accordance with Article 10 and any other
terms and provisions of this Indenture and the Securities applicable to optional
redemption of Securities and, provided further, that the amount to be applied to
such retirement of Securities or other Senior Funded Indebtedness shall be
reduced by an amount equal to the sum of (A) an amount equal to the applicable
Redemption Price with respect to Securities delivered within one year after the
effective date of such Sale and Lease-Back Transaction to the Trustee for
retirement and cancellation and (B) the principal amount, plus any premium or
fee paid in connection with any redemption in accordance with the terms, of
other Senior Funded Indebtedness voluntarily retired by the Company within such
one year period, excluding in each case retirements pursuant to mandatory
sinking fund or prepayment provisions and payments at maturity. It is understood
that the retirement of Securities pursuant to this Section shall not be deemed
to be a redemption subject to any limitation contained in this Indenture or the
terms of such Securities on the right to redeem such Securities from, or in
anticipation of, moneys borrowed at an interest cost less than a specified rate
per annum.

         (b)      Notwithstanding the provisions of Section 3.08(a), the Company
or any Subsidiary may enter into a Sale and Lease-Back Transaction which would
otherwise be subject to the restrictions of Section 3.08(a) so as to create an
aggregate amount of Attributable Debt which, together with all indebtedness
outstanding pursuant to Section 3.07(b) and all Attributable Debt outstanding
pursuant to this Section 3.08(b), does not exceed 15% of Consolidated
Capitalization.

         SECTION 3.09. Reports by the Company. The Company will file with the
Trustee and the Commission and transmit to Holders, such information, documents
and other reports as may be required pursuant to the Trust Indenture Act.
Delivery of such information, documents and reports to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon request
of Holders and prospective purchasers of Securities thereof, the Company will
promptly furnish or cause to be furnished to such holders and prospective
purchasers, copies of the information required to be delivered to such holders
and prospective purchasers of such securities pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection


                                       43
<PAGE>   49

with resales by such holders of such securities. The Company will pay the
expenses of printing and distributing to such holders and prospective purchasers
all such documents.

                                    ARTICLE 4
             REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

         SECTION 4.01. Events of Default. Each of the following constitutes an
"EVENT OF DEFAULT":

         (a)      default for 30 days in the payment when due of interest on the
Securities;

         (b)      default in payment when due of the principal of or premium, if
any, on the Securities;

         (c)      default for 90 days after written notice to the Company by the
Trustee or by the Holders of not less than 25% in Principal Amount of the Notes
then Outstanding in the performance of any covenant or agreement in the
Indenture or the Securities;

         (d)      default with respect to any indebtedness for borrowed money of
the Company or any Subsidiary which default results in the acceleration of such
indebtedness and the total amount of such indebtedness accelerated exceeds
$50,000,000, and such indebtedness is not discharged or such acceleration is not
cured, waived, rescinded or annulled within a period of 10 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in Principal Amount
of the outstanding Securities, a notice specifying such default and requiring
such indebtedness to be discharged or such acceleration to be cured, waived,
rescinded or annulled;

         (e)      the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or (ii) a decree or order adjudging the
Company bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment, or composition of or in respect of the
Company under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator, or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree
or order for relief or any such other


                                       44
<PAGE>   50

decree or order unstayed and in effect for a period of 60 consecutive calendar
days; or

         (f)      the commencement by 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 bankrupt or insolvent, or the consent by it to the entry of a decree
or order for relief in respect 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 it, or the filing by it of a petition or
answer or consent seeking reorganization or relief with respect to the Company
under any applicable federal or state bankruptcy, insolvency, reorganization, or
other similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or other similar official of the Company or of
any substantial part of its property pursuant to any such law, or the making by
it of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due, or the
taking of corporate action by the Company in furtherance of any such action.

         Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 4.01, a record date shall automatically and without any other action by
any Person be set for the purpose of determining the Holders of outstanding
Securities entitled to join in such Notice of Default, which record date shall
be the close of business on the day the Trustee receives such Notice of Default.
The Holders of outstanding Securities on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
Notice of Default, whether or not such Holders remain Holders after such record
date.

         SECTION 4.02. Acceleration. (a) If any Event of Default (other than an
Event of Default specified in clause (e) or (f) of Section 4.01 hereof) occurs
and is continuing, the Trustee by notice to the Company or the Holders of at
least 25% in aggregate Principal Amount of the then outstanding Securities by
written notice to the Company and the Trustee, may declare the unpaid principal
of, premium, if any, and any accrued and unpaid interest on all the Securities
to be due and payable immediately. Except as set forth above, upon such
declaration the principal of, premium, if any, and interest shall be due and
payable immediately. If an Event of Default specified in clause (e) or (f) of
Section 4.01 hereof occurs with respect to the Company the unpaid principal of,
premium, if any, and any accrued and unpaid interest on all the Securities shall
ipso facto become and be immediately due and payable without further action or
notice on the part of the Trustee or any Holder.


                                       45
<PAGE>   51

         (b)      At any time after such a declaration of acceleration with
respect to the Securities has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article 4 provided, the Holders of a majority in Principal Amount of the
outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if (i) the Company has
paid or deposited with the Trustee a sum sufficient to pay (A) all overdue
interest on all of the Securities, (B) the principal of (and premium, if any,
on) Securities which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor
in the Securities, (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in the
Securities, and (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements, and advances of the Trustee
and its agents and counsel and (ii) all Events of Default with respect to the
Securities, other than the non-payment of the principal of the Securities which
have become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 4.04. No such recision will affect any subsequent
default or impair any right consequent thereon.

         SECTION 4.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal or interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered. A delay
or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

         SECTION 4.04. Waiver of Past Defaults. The Holders of not less than a
majority in aggregate Principal Amount of the Securities then outstanding by
written notice to the Trustee may on behalf of the Holders of all of the
Securities waive any existing Default or Event of Default and its consequences
under this Indenture except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on any Security. The
Company may, but


                                       46
<PAGE>   52

shall not be obligated to, fix a record date for the purpose of determining the
Persons entitled to waive any past default hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to waive any default hereunder, whether or not such
Holders remain Holders after such record date.

         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 4.05. Control by Majority. Holders of a majority in aggregate
Principal Amount of the then outstanding Securities may 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 it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture that
the Trustee in good faith determines may be unduly prejudicial to the rights of
other Holders or that may involve the Trustee in personal liability. The Trustee
may take any other action which it deems proper which is not inconsistent with
any such direction.

         Upon receipt by the Trustee of any such direction with respect to the
Securities, a record date shall automatically and without any other action by
any Person be set for determining the Holders of outstanding Securities entitled
to join in such direction, which record date shall be the close of business on
the day the Trustee receives such direction. The Holders of outstanding
Securities on such record date (or their duly appointed agents), and only such
Persons, shall be entitled to join in such direction, whether or not such
Holders remain Holders after such record date.

         SECTION 4.06. Limitation on Suits. A Holder may pursue a remedy with
respect to this Indenture or the Securities only if:

         (a)      the Holder gives to the Trustee written notice of a continuing
Event of Default;

         (b)      the Holders of at least 25% in aggregate Principal Amount of
the then outstanding Securities make a written request to the Trustee to pursue
the remedy;

         (c)      such Holder or Holders offer to provide to the Trustee
indemnity satisfactory to the Trustee against any loss, liability or expense;


                                       47
<PAGE>   53

         (d)      the Trustee does not comply with the request within 90 days
after receipt of the notice, request and the offer of indemnity; and

         (e)      during such 90-day period the Holders of a majority in
aggregate Principal Amount of the then outstanding Securities do not give the
Trustee a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

         SECTION 4.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder.

         SECTION 4.08. Collection Suit by Trustee. If an Event of Default
specified in Section 4.01(a) or (b) hereof occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express
trust against the Company or any other obligor for the whole amount of
principal, premium, if any, and interest remaining unpaid on the Securities and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover amounts due the Trustee under
Section 5.07 hereof, including the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

         SECTION 4.09. Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Securities),
its creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due 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 5.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under


                                       48
<PAGE>   54

Section 5.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties which the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         SECTION 4.10. Priorities. If the Trustee collects any money pursuant to
this Article, it shall pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 5.07, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

         Second: to Holders for amounts due and unpaid on the Securities for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
for principal, premium, if any and interest, respectively; and

         Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 4.10 upon five Business Days prior notice to
the Company.

         SECTION 4.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 4.07 hereof, or a
suit by Holders of more than 10% in aggregate Principal Amount of the then
outstanding Securities.


                                       49
<PAGE>   55

                                    ARTICLE 5
                             CONCERNING THE TRUSTEE

         SECTION 5.01. Duties and Responsibilities of the Trustee; During
Default; Prior to Default. The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (and is continuing which has not been cured or waived) the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

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

         (a)      prior to the occurrence of an Event of Default and after the
curing or waiving of all such Events of Default which may have occurred:

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

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

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

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the


                                       50
<PAGE>   56

holders of not less than a majority in Principal Amount of the Securities at the
time outstanding relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

         This Section 5.01 is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act of 1939.

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

         SECTION 5.02. Certain Rights of the Trustee. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

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

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

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

         (d)      the Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity


                                       51
<PAGE>   57

satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby; but nothing herein contained shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured or waived), to exercise such of the rights and
powers vested in it by this Indenture, and to use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs;

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

         (f)      the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing so to do by the holders of not less than a majority
in aggregate Principal Amount of the Securities then outstanding; provided that,
if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
indemnity satisfactory to it against such expenses or liabilities as a condition
to proceeding; the reasonable expenses of every such examination shall be paid
by the Company;

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

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

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


                                       52
<PAGE>   58

         (j)      The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superceded.

         SECTION 5.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds thereof.

         SECTION 5.04. Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Company or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities, subject to
Sections 5.10 and 5.13 with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee or such agent.

         SECTION 5.05. Moneys Held by Trustee. Subject to the provisions of
Section 11.06 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Company or the Trustee shall be under any liability for interest on any
moneys received by it hereunder, except as otherwise agreed with the Company.

         SECTION 5.06. Notice of Default. If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is actually
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder in the manner and to the extent provided in Trust Indenture Act Section
313(c) notice of the Default or Event of Default within 90 days after it occurs,
unless such Default or Event of Default has been cured; provided, however, that,
except in the case of a default in the payment of the principal of, premium, if
any, or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of
the Holders.


                                       53
<PAGE>   59

         SECTION 5.07. Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed in
writing between the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Company covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based on the income of the Trustee) incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim (whether asserted by the Company, a Holder or any
other Person) of liability in the premises. The obligations of the Company under
this Section to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the holders of particular Securities, and
the Securities are hereby subordinated to such senior claim.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 4.01(e) or Section 4.01(f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         SECTION 5.08. Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 5.01 and 5.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers'


                                       54
<PAGE>   60

Certificate delivered to the Trustee, and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

         SECTION 5.09. Persons Eligible for Appointment as Trustee. The Trustee
hereunder shall at all times be a corporation having a combined capital and
surplus of at least $50,000,000, and which is eligible in accordance with the
provisions of Section 310(a) of the Trust Indenture Act of 1939. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State or District of Columbia supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

         SECTION 5.10. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee may at any time resign by giving written notice of
resignation to the Company and to the Holders, such notice to the Holders to be
given by mailing (by first class mail) the same within 30 days after such notice
is given to the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written instrument in duplicate,
executed by authority of the Board of Directors, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation, the
resigning trustee may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months may, on behalf of himself and all others similarly situated,
petition any such court for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

                  (i)      the Trustee shall fail to comply with the provisions
         of Section 310(b) of the Trust Indenture Act of 1939, after written
         request therefor by the Company or by any Securityholder who has been a
         bona fide holder of a Security or Securities for at least six months;
         or

                  (ii)     the Trustee shall cease to be eligible in accordance
         with the provisions of Section 5.09 and shall fail to resign after
         written request therefor by the Company or by any such Securityholder;
         or


                                       55
<PAGE>   61

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

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to Section 315(e) of the Trust Indenture Act of 1939, any Securityholder
who has been a bona fide holder of a Security or Securities for at least six
months may on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c)      The holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may at any time remove the Trustee and
appoint a successor trustee by delivering to the Trustee so removed, to the
successor trustee so appointed and to the Company the evidence provided for in
Section 6.01 of the action in that regard taken by the Securityholders.

         If no successor trustee shall have been so appointed and have accepted
appointment 60 days after the mailing of such notice of removal, the trustee
being removed may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

         (d)      Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 5.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 5.11.

         SECTION 5.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 5.10 shall execute and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company


                                       56
<PAGE>   62

or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 11.06, pay over to the
successor trustee all moneys at the time held by it hereunder and shall execute
and deliver an instrument transferring to such successor trustee all such
rights, powers, duties and obligations. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 5.07.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 5.11, the Company shall mail notice thereof by first-class mail to
the holders of Securities at their last addresses as they shall appear in the
Security register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 5.10.
If the Company fails to mail such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

         SECTION 5.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or to which the Trustee's assets
may be sold, or any corporation resulting from any merger, conversion,
consolidation or sale to which the Trustee shall be a party or by which the
Trustee's property may be bound, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
eligible under the provisions of Section 5.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

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


                                       57
<PAGE>   63

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

         SECTION 5.13. Preferential Collection of Claims. If the Trustee shall
be or shall become a creditor, directly or indirectly, secured or unsecured, of
the Company (or any other obligor on the Securities), the Trustee shall be
subject to the provisions of Section 311 of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other obligor). For
purposes of Section 311(b) (4) and (6) of such Act, the following terms shall
mean:

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

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

                                    ARTICLE 6
                             CONCERNING THE HOLDERS

         SECTION 6.01. Evidence of Action Taken by Holders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Securityholders may be embodied in and
evidenced (a) by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by agent duly appointed in writing, (b) by
the record of the holders of Securities voting in favor thereof at any meeting
of Securityholders duly called and held in accordance with the provisions of
Article 7, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Securityholders; and, except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee. Proof of execution of
any instrument or of a writing


                                       58
<PAGE>   64

appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Article.

         SECTION 6.02. Proof of Execution of Instruments and of Holding of
Securities; Record Date. Subject to Sections 5.01 and 5.02, the execution of any
instrument by a Securityholder or his agent or proxy may be proved in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee. The holding of
Securities shall be proved by the Security register or by a certificate of the
Registrar thereof. The Company may set a record date for purposes of determining
the identity of holders of Securities entitled to vote or consent to any action
referred to in Section 6.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or resolicitation) not more than 90 days nor less than 20 days prior
to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only holders of Securities of record on such record
date shall be entitled to so vote or give such consent or to withdraw such vote
or consent.

         SECTION 6.03. Who May Be Deemed Owners of Securities. The Company, the
Trustee, any paying agent and any Security registrar may deem and treat the
person in whose name any Security shall be registered upon the books of the
Company on the applicable record date as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of, premium, if any, and interest on such
Security and for all other purposes; and neither the Company nor the Trustee nor
any paying agent nor any Security registrar shall be affected by any notice to
the contrary. All such payments so made to, or upon the order of, any Holders
shall be valid, and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability of moneys payable upon any such Security.

         SECTION 6.04. Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate Principal Amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Securities shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver only Securities which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have been


                                       59
<PAGE>   65

pledged in good faith may be regarded as outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities. In case of a dispute as to such right, the
advice of counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the Trustee, the
Company shall furnish to the Trustee promptly an Officers' Certificate listing
and identifying all Securities, if any, known by the Company to be owned or held
by or for the account of any of the above-described persons; and, subject to
Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officers'
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Securities not listed therein are outstanding for the purpose of
any such determination.

         SECTION 6.05. Record Date for Action by Securityholders. Whenever in
this Indenture it is provided that Holders of a specified percentage in
aggregate principal amount of the Securities may take any action (including the
making of any demand or request, the giving of any direction, notice, consent or
waiver or the taking of any other action), other than any action taken at a
meeting of Securityholders called pursuant to Article 7, the Company, pursuant
to a resolution of its Board of Directors, or the Holders of at least ten
percent in aggregate principal amount of the Securities then outstanding, may
request the Trustee to fix a record date for determining Securityholders
entitled to notice of and to take any such action. In case the Company or the
Holders of Securities in the amount above specified shall desire to request
Securityholders to take any action and shall request the Trustee to fix a record
date with respect thereto by written notice setting forth in reasonable detail
the Securityholder action to be requested, the Trustee shall promptly (but in
any event within five days of receipt of such request) fix a record date that
shall be a business day not less than 15 nor more than 20 days after the date on
which the Trustee receives such request. If the Trustee shall fail to fix a
record date as hereinabove provided, then the Company or the Holders in the
amount above specified may fix the same by mailing written notice thereof (the
record date so fixed to be a business day not less than 15 nor more than 20 days
after the date on which such written notice shall be given) to the Trustee. If a
record date is fixed according to this Section 6.05, only persons shown as
Securityholders on the registration books for the Company at the close of
business on the record date so fixed shall be entitled to take the requested
action and the taking of such action by the Holders on the record date of the
required percentage of the aggregate Principal Amount of the Securities shall be
binding on all Securityholders, provided that the taking of the requested action
by the Holders on the record date of the percentage in aggregate Principal
Amount of the Securities in connection with such action shall have been
evidenced to the


                                       60
<PAGE>   66

Trustee, as provided in Section 6.01, not later than 180 days after such record
date.

         SECTION 6.06. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.01, of
the taking of any action by the holders of the percentage in aggregate Principal
Amount of the Securities specified in this Indenture in connection with such
action, any holder of a Security the serial number of which is shown by the
evidence to be included among the serial numbers of the Securities the Holders
of which have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in this Article,
revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security and of
any Securities issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the holders of the percentage in aggregate Principal Amount
of the Securities specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the holders of
all the Securities.

                                    ARTICLE 7
                            SECURITYHOLDERS' MEETINGS

         SECTION 7.01. Purposes for Which Meeting May Be Called. A meeting of
Holders of Securities may be called at any time and from time to time pursuant
to the provisions of this Article 7 for any of the following purposes:

         (a)      to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the waiving of any default
or Event of Default hereunder and its consequences, or take any other action
authorized to be taken by Securityholders pursuant to any of the provisions of
Article 4;

         (b)      to remove the Trustee and appoint a successor trustee pursuant
to the provisions of Article 5;

         (c)      to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 8.02; or

         (d)      to take any other action authorized to be taken by or on
behalf of the holders of the percentage in aggregate Principal Amount of the
Securities under any other provisions of this Indenture or under applicable law.


                                       61
<PAGE>   67

         SECTION 7.02. Manner of Calling Meetings; Record Date. The Trustee may
at any time call a meeting of Securityholders to take any action specified in
Section 7.01, to be held at such time and at such place in The City of New York,
New York, or as the Trustee shall determine. Notice of every meeting of the
Securityholders setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
not less than thirty nor more than sixty days prior to the date fixed for the
meeting to such Securityholders at their registered addresses. For the purpose
of determining Securityholders entitled to notice of any meeting of
Securityholders, the Trustee shall fix in advance a date as the record date for
such determination, such date to be a business day not more than ten days prior
to the date of the mailing of such notice as hereinabove provided. Only persons
in whose name any Security shall be registered upon the books of the Company on
a record date fixed by the Trustee as aforesaid, or by the Company or the
Securityholders as in Section 7.03 provided, shall be entitled to notice of the
meeting of Securityholders with respect to which such record date was so fixed.

         SECTION 7.03. Call of Meeting by Company or Securityholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
Holders of at least ten percent in aggregate principal amount of the Securities
then outstanding, shall have requested the Trustee to call a meeting of the
Securityholders to take any action authorized in Section 7.01 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 such meeting within
twenty days after receipt of such request, then the Company or the Holders of
such Securities in the amount above specified may fix the record date with
respect to, and determine the time and the place for, such meeting and may call
such meeting to take any action authorized in Section 7.01, by mailing notice
thereof as provided in Section 7.02. The record date fixed as provided in the
preceding sentence shall be set forth in a written notice to the Trustee and
shall be a business day not less than 15 nor more than 20 days after the date on
which such notice is sent to the Trustee.

         SECTION 7.04. Who May Attend and Vote at Meeting. To be entitled to
vote at any meeting of Securityholders a person shall be a holder of one or more
Securities. The only person who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel. When a determination of
Securityholders entitled to vote at any meeting of Securityholders has been made
as provided in this Section 7.04, such determination shall apply to any
adjournment thereof.


                                       62
<PAGE>   68
         SECTION 7.05.     Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of the Securities 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 think fit. Except as
otherwise permitted or required by any such regulations, the holding of such
Securities shall be provided in the manner specified in Section 7.06.

         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 Securityholders as provided in Section 7.03, in which case the
Company or the Securityholders 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 a vote of the holders of a majority
in Principal Amount of the Securities represented at the meeting and entitled to
vote.

         Subject to the provisions of Section 6.04, at any meeting each
Securityholder or proxy entitled to vote thereat shall be entitled to one vote
for each $1,000 principal amount of Securities 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. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 7.02 or 7.03 may be adjourned from time to time, and
the meeting may be held as so adjourned without further notice.

         At any meeting of Securityholders, the presence of persons who held, or
who are acting as proxy for persons who held, an aggregate Principal Amount of
Securities on the record date for such meeting sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present, the persons holding or
representing a majority in aggregate Principal Amount of the Securities
represented at the meeting may adjourn such meeting with the same effect, for
all intents and purposes, as though a quorum had been present.

         SECTION 7.06.     Manner of Voting at Meetings and Record to be Kept.
The vote upon any resolution submitted to any meeting of Securityholders shall
be by written ballots on each of which shall be subscribed the signature of the
Securityholder or proxy casting such ballot and the identifying number or


                                       63
<PAGE>   69

numbers of the Securities held or represented in respect of which such ballot is
cast. 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 duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Securityholders 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 mailed as provided in Section 7.02. The record shall show the
identifying numbers of the Securities voting in favor of or against any
resolution. Each counterpart of such record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
counterparts shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee.

         Any counterpart record so signed and verified shall be conclusive
evidence of the matters therein stated and shall be the record referred to in
clause (b) of Section 7.01.

         SECTION 7.07.     Exercise of Rights of Trustee and Securityholders Not
to be Hindered or Delayed. Nothing in this Article 7 contained shall be deemed
or construed to authorize or permit, by reason of any call of a meeting of
Securityholders or any rights expressly or impliedly conferred hereunder to make
such call, any hindrance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders under any of
the provisions of this Indenture or of the Securities.

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

         SECTION 8.01.     Supplemental Indentures Without Consent of Holders.
The Company and the Trustee may amend or supplement this Indenture or the
Securities without the consent of any Holder:

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

         (b)      to provide for uncertificated Securities in addition to or in
place of certificated Securities;

         (c)      to provide for the assumption of the Company's obligations to
the Holders of the Securities in the case of any transaction pursuant to Article
9 hereof;


                                       64
<PAGE>   70

         (d)      to evidence and provide for the acceptance of appointment
hereunder by a successor trustee and to add to or change any of the provisions
of the Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one trustee;

         (e)      to make any change that would provide any additional rights or
benefits to the Holders of the Securities or that does not adversely affect the
legal rights hereunder of any such Holder; or

         (f)      to comply with requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act.

         Upon the request of the Company accompanied by a resolution of their
respective Board of Directors authorizing the execution of any such supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
8.04 hereof, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
supple- mental indenture which affects its own rights, duties or immunities
under this Indenture or otherwise.

         SECTION 8.02.     With Consent of Holders. Except as provided in the
next succeeding paragraphs, this Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in aggregate
Principal Amount of the Securities then outstanding (including consents obtained
in connection with a tender offer or exchange offer for such Securities), and
any existing default or compliance with any provision of this Indenture or the
Securities may be waived with the consent of the Holders of a majority in
aggregate Principal Amount of the then outstanding Securities (including
consents obtained in connection with a tender offer or exchange offer for such
Securities).

         Upon the request of the Company accompanied by a resolution of their
respective Board of Directors authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 8.04 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.


                                       65
<PAGE>   71

         It shall not be necessary for the consent of the Holders under this
Section 8.02 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.
Subject to Sections 4.04 and 4.07 hereof, the Holders of a majority in aggregate
Principal Amount of the Securities then outstanding may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Securities. Without the consent of each Holder, however, an amendment or waiver
may not:

         (a)      reduce the Principal Amount of Securities whose Holders must
consent to an amendment, supplement or waiver;

         (b)      change the stated maturity of the principal of, or any
installment of principal of or interest on, or time for payment of interest on,
any Security, or reduce the Principal Amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change any
Payment Office where, or the coin or currency in which, any Security or any
premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the stated maturity thereof
(or, in the case of redemption, on or after the Redemption Date);

         (c)      modify any of the provisions of this Section 8.02, Section
4.04 or Section 3.06, except to increase the percentage in Principal Amount of
Holders required under any such Section or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Security affected thereby, provided, however,
that this clause (c) will not be deemed to require the consent of any Holder
with respect to changes in the references to "the Trustee" and concomitant
changes in this Section 8.02, Section 4.04 and Section 3.06, or the deletion of
this proviso, in accordance with the requirements of Section 5.11; or

         (d)      make any change in this sentence of this Section 8.02.

         SECTION 8.03.     Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders shall
thereafter be


                                       66
<PAGE>   72

determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

         SECTION 8.04.     Documents to Be Given to Trustee; Compliance with
TIA. The Trustee, subject to the provisions of Sections 5.01 and 5.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such supplemental indenture complies with the applicable
provisions of this Indenture. Every such supplemental indenture shall comply
with the TIA.

         SECTION 8.05.     Notation on Securities in Respect of Supplemental
Indentures. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article may bear a
notation approved by the Trustee as to form (but not as to substance) as to any
matter provided for by such supplemental indenture or as to any action taken at
any such meeting. If the Company or the Trustee shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities then
outstanding.

                                    ARTICLE 9
                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         SECTION 9.01.     When the Company May Merge, Etc. The Company shall
not consolidate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person, unless:

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


                                       67
<PAGE>   73

         (b)      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 happened and be continuing; and

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

         SECTION 9.02.     Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 9.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "COMPANY" shall
refer instead to the successor corporation), 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.

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

         Notwithstanding the foregoing, (i) a consolidation or merger by the
Company with or into, or (ii) the sale, assignment, transfer, lease, conveyance
or other disposition by the Company of all or substantially all of its property
or assets to, one or more of its Subsidiaries shall not relieve the Company from
its obligations under this Indenture and the Securities.

         SECTION 9.03.     Opinion of Counsel to Trustee. The Trustee, subject
to the provisions of Sections 5.01 and 5.02, may receive an Opinion of Counsel
as conclusive evidence that any such consolidation, merger, conveyance, sale,
transfer, lease, exchange or other disposition complies with the applicable
provisions of this Indenture.


                                       68
<PAGE>   74

                                   ARTICLE 10
                            REDEMPTION OF SECURITIES

         SECTION 10.01.    Right of Optional Redemption; Prices. The Securities
are redeemable in whole or in part, at the option of the Company at any time and
from time to time, on not less than 30 or more than 60 days' prior notice mailed
to the Holders of the Securities, at a Redemption Price equal to the greater of
(i) 100% of the Principal Amount of the Securities to be redeemed and (ii) the
sum of the present values of the Remaining Scheduled Payments thereon discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points, together in
either case with accrued interest on the Principal Amount being redeemed to the
Redemption Date.

         SECTION 10.02.    Notice of Redemption; Partial Redemptions. Notice of
redemption to the holders of Securities to be redeemed as a whole or in part
shall be given by mailing notice of such redemption by first class mail, postage
prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such holders of Securities at their last addresses as they shall
appear upon the registry books. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice. Failure to give notice by mail, or any defect in
the notice to the holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

         The notice of redemption to each such Holder shall identify the
Securities to be redeemed (including CUSIP numbers) and shall specify the
Principal Amount of each Security held by such Holder to be redeemed, the date
fixed for redemption, the redemption price, the place or places of payment, that
payment will be made upon presentation and surrender of such Securities, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security is to be
redeemed in part only the notice of redemption shall state the portion of the
Principal Amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or
Securities in Principal Amount equal to the unredeemed portion thereof will be
issued.

         The notice of redemption of Securities to be redeemed at the option 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.


                                       69
<PAGE>   75

         No later than 10:00 a.m. on the redemption date specified in the notice
of redemption given as provided in this Section, the Company will deposit with
the Trustee or with one or more paying agents (or, if the Company is acting as
its own paying agent, set aside, segregate and hold in trust) an amount of money
sufficient to redeem on the redemption date all the Securities so called for
redemption at the appropriate redemption price, together with accrued interest
to the date fixed for redemption. The Company will deliver to the Trustee at
least 70 days prior to the date fixed for redemption an Officers' Certificate
stating the aggregate Principal Amount of Securities to be redeemed.

         If less than all the Securities are to be redeemed, the Trustee shall
select, either pro rata, by lot or by any other method it shall deem fair and
reasonable, Securities to be redeemed in whole or in part. Securities may be
redeemed in part in multiples of $1,000 only. The Trustee shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Securities selected for partial redemption, the Principal Amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the Principal Amount of such Security which has been or
is to be redeemed.

         SECTION 10.03.    Payment of Securities Called for Redemption. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Company shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue and, except as provided in Sections 5.05 and 11.06, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a Payment Office
specified in said notice, said Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption;
provided that any semi-annual payment of interest becoming due on the date fixed
for redemption shall be payable to the holders of such Securities registered as
such on the relevant Interest Record Date subject to the terms and provisions of
Section 2.04 hereof.


                                       70
<PAGE>   76

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate borne
by the Security.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to or on the order of the Holder thereof, at the expense of the Company, a new
Security or Securities of authorized denominations, in Principal Amount equal to
the unredeemed portion of the Security so presented.

                                   ARTICLE 11
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 11.01.    Company's Option to Effect Defeasance or Covenant
Defeasance. The Company may, at its option, by resolution of the Board of
Directors, at any time, elect to have either Section 11.02 or Section 11.03
applied to the outstanding Securities upon compliance with the conditions set
forth below in this Article 11.

         SECTION 11.02.    Legal Defeasance and Discharge. Upon the Company's
exercise under Section 11.01 hereof of the option applicable to this Section
11.02, the Company shall be deemed to have been discharged from its obligations
with respect to all outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Securities,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 11.05 hereof and the other Sections of this Indenture referred to in
clauses (i) and (ii) of this Section 11.02, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at the expense of the Company shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Securities to receive solely from the trust fund described in
Section 11.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (ii) the Company's obligations with respect to such
Securities under Sections 2.05, 2.06, 2.07(a), 2.08, 2.09, 2.11, and 11.05
hereof, (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including, without limitation, the Trustee's rights under Section
5.07 hereof, and the Company's obligations in connection therewith and with this
Article 11. Subject to compliance with this


                                       71
<PAGE>   77

Article 11, the Company may exercise its option under this Section 11.02
notwithstanding the prior exercise of its option under Section 11.03 hereof with
respect to the Securities.

         SECTION 11.03.    Covenant Defeasance. Upon the Company's exercise
under Section 11.01 hereof of the option applicable to this Section 11.03, the
Company shall be released from its obligations under the covenants contained in
Article 3 and Section 9.01 hereof with respect to the outstanding Securities on
and after the date the conditions set forth below are satisfied (hereinafter,
"COVENANT DEFEASANCE"), and the Securities shall thereafter be deemed 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 such
covenants, but shall continue to be deemed outstanding for all other purposes
hereunder. For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
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 4.01(c) hereof, but, except as specified above, the remainder of this
Indenture, such Securities shall be unaffected thereby. In addition, upon the
Company's exercise under Section 11.01 hereof of the option applicable to this
Section 11.03 and Section 4.01(d) hereof shall not constitute Events of Default.

         SECTION 11.04.    Conditions to Legal or Covenant Defeasance. The
following shall be the conditions to the application of either Section 11.02 or
Section 11.03 hereof to the outstanding Securities:

         (a)      The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 5.10 who shall agree to comply with the provisions of this Article 11
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, (i) cash in U.S. Dollars in
an amount, or (ii) non-callable Government Securities that 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,
cash in U.S. Dollars in an amount, or (iii) a combination thereof, in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge the principal of,
premium, if any, and interest on


                                       72
<PAGE>   78

such outstanding Securities on the stated maturity date of such principal or
installment of principal, premium, if any, or interest.

         (b)      In the case of an election under Section 11.02 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (ii) since the date hereof, there has been
a change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the outstanding Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such Legal 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 Legal Defeasance had not
occurred.

         (c)      In the case of an election under Section 11.03 hereof, the
Company shall have delivered to the Trustee an Opinion of Counsel confirming
that the Holders of the outstanding Securities 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.

         (d)      No Default or Event of Default (or event that, with the giving
of notice or lapse of time or both would become an Event of Default) shall have
occurred and be continuing on the date of such deposit or, insofar as Section
4.01(e) or 4.01(f) hereof is concerned, at any time in the period ending on the
124th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).

         (e)      Such Legal Defeasance or Covenant Defeasance shall not result
in a breach or violation of, or constitute a default under any material
agreement or instrument (other than this Indenture) to which the Company is a
party or by which the Company or is bound (other than a breach, violation or
default resulting from the borrowing of funds to be applied to such deposit).

         (f)      The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Company pursuant to its
election under Section 11.02 or 11.03 hereof was not made by the Company with
the intent of preferring the Holders of the Securities over the other creditors
of the Company with the intent of defeating, hindering, delaying or defrauding
creditors of the Company, or others.


                                       73
<PAGE>   79

        (g)       The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section
11.02 hereof or the Covenant Defeasance under Section 11.03 hereof (as the case
may be) have been complied with as contemplated by this Section 11.04.

         SECTION 11.05.    Deposited Money and Government Securities to be Held
in Trust; Other Miscellaneous Provisions. Subject to Section 11.06 hereof, all
money and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee pursuant to Section 11.04 hereof in respect of the
outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any paying agent (including the Company
acting as paying agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal of,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 11.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of the outstanding
Securities.

         Anything in this Article 11 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any money or non-callable Government Securities held by it as provided
in Section 11.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
11.04(a) hereof), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

         SECTION 11.06.    Repayment to the Company. 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, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its written
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such paying agent with respect to such trust money, and all liability
of the Company as


                                       74
<PAGE>   80

trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such paying agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

         SECTION 11.07.    Reinstatement. If the Trustee or paying agent is
unable to apply any U.S. Dollars or non-callable Government Securities in
accordance with Section 11.02 or 11.03 hereof, as the case may be, by reason of
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 shall be revived and
reinstated as though no deposit had occurred pursuant to Section 11.02 or 11.03
hereof until such time as the Trustee or paying agent is permitted to apply all
such money in accordance with Section 11.02 or 11.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Security to receive such payment from the money held by the Trustee or
paying agent.

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

         SECTION 12.01.    Satisfaction and Discharge of Indenture. This
Indenture shall upon a Company Request cease to be of further effect with
respect to the Securities (except, as to any surviving rights of registration of
transfer, exchange or conversion of Securities herein expressly provided for and
any rights to receive payment of interest thereon), and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:

         (a)      either

                  (i)      all Securities of such series theretofore
         authenticated and delivered (other than (A) Securities which have been
         destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 2.09, and (B) Securities for whose payment money
         has theretofore been (x) deposited in trust or segregated and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust, as


                                       75
<PAGE>   81

         provided in Section 3.03(c) or (y) paid to any State or the District of
         Columbia pursuant to its unclaimed property or similar laws) have been
         delivered to the Trustee for cancellation; or

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

                           (A)      have become due and payable, or

                           (B)      will become due and payable at their stated
                  maturity within one year, or

                           (C)      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 (A), (B) or (C) above, has
                  deposited or caused to be deposited with the Trustee, as trust
                  funds in trust for the purpose, money in the amount in the
                  currency in which such Securities are payable, sufficient to
                  pay and discharge the entire indebtedness on such Securities
                  not theretofore delivered to the Trustee for cancellation, for
                  principal (and premium, if any) and interest, if any, to the
                  date of such deposit (in the case of Securities which have
                  become due and payable), or to the Stated Maturity or
                  Redemption Date, as the case may be;

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

         (c)      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
have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities, the obligations of the Company to the Trustee under
Section 5.07 and, if money shall have been deposited with the Trustee pursuant
to subclause (ii) of Clause (a) of this Section, the obligations of the Trustee
under Section 12.02 and the last paragraph of Section 3.03 shall survive.

         SECTION 12.02.    Application of Trust Money. Subject to the provisions
of the last paragraph of Section 3.03, all money deposited with the Trustee


                                       76
<PAGE>   82

pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest, if any,
for whose payment such money has been deposited with the Trustee.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01.    Incorporators, Stockholders, Officers and Directors
of Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the holders thereof
and as part of the consideration for the issue of the Securities.

         SECTION 13.02.    Provisions of Indenture for the Sole Benefit of
Parties and Holders. Except as set forth in Section 13.09, nothing in this
Indenture or in the Securities, expressed or implied, shall give or be construed
to give to any person, firm or corporation, other than the parties hereto and
their successors and the holders of the Securities, any legal or equitable
right, remedy or claim under this Indenture or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit
of the parties hereto and their successors and of the holders of the Securities.

         SECTION 13.03.    Successors and Assigns of Company Bound by Indenture.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Company shall bind their successors and
assigns, whether so expressed or not.

         SECTION 13.04.    Notices and Demands on Company, Trustee and Holders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
to or on the Company may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until


                                       77
<PAGE>   83

another address of the Company is filed by the Company with the Trustee) to: The
Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339-4024, Attention:
Dennis J. Carey, Executive Vice President and Chief Financial Officer, with a
copy to Kelly R. Caffarelli, Senior Corporate Counsel. Any notice, direction,
request or demand by the Company or any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at his
last address as it appears in the Security register. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 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. The Trustee may waive notice
to it of any provision herein, and such waiver shall be deemed to be for its
convenience and discretion. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

         SECTION 13.05.    Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for


                                       78
<PAGE>   84

in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company unless such officer or counsel knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous.

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

         SECTION 13.06.    Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest on or principal of the Securities or the date
fixed for redemption of any Security shall not be a Business Day, then payment
of interest or principal need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
date of maturity or the date fixed for redemption, and no interest shall accrue
for the period after such date.


                                       79
<PAGE>   85

         SECTION 13.07.    Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.

         SECTION 13.08.    New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State, without giving regard to conflicts of law principles.

         SECTION 13.09.    Third Party Beneficiaries. Holders of Senior Debt of
the Company are third party beneficiaries of this Indenture, and any of them (or
their representative) shall have the right to enforce the provisions of this
Indenture that benefit such holders.

         SECTION 13.10.    Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

         SECTION 13.11.    Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

         SECTION 13.12.    Severability. If any provision hereof shall be held
to be invalid, illegal or unenforceable under applicable law, then the remaining
provisions hereof shall be construed as though such invalid, illegal or
unenforceable provision were not contained herein.


                                       80
<PAGE>   86

                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of April 12, 2001.


                                      THE HOME DEPOT, INC.,
                                        as Company


                                      By /s/ Dennis Carey
                                        ---------------------------------------
                                        Title: Executive Vice President and
                                               Chief Financial Officer



                                      THE BANK OF NEW YORK,
                                         as Trustee


                                      By /s/ Mary L. Lagumina
                                        ---------------------------------------
                                        Title: Vice President