<PAGE>   1
                                                                     EXHIBIT 4.2
================================================================================

                            BEVERLY ENTERPRISES, INC.



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

                             SUBORDINATED INDENTURE



                             Dated as of __________



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

                                [NAME OF TRUSTEE]


                                     Trustee

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

<PAGE>   2

                                TABLE OF CONTENTS





<TABLE>
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<S>                                                                                                         <C>
ARTICLE I - DEFINITIONS AND INCORPORATION BY REFERENCE ................................................       1
     SECTION 1.1    Definitions .......................................................................       1
     SECTION 1.2    Other Definitions .................................................................       5
     SECTION 1.3    Incorporation by Reference of Trust Indenture Act .................................       5
     SECTION 1.4    Rules of Construction .............................................................       6

ARTICLE II - THE SECURITIES ...........................................................................       6
     SECTION 2.1    Issuable in Series ................................................................       6
     SECTION 2.2    Establishment of Terms of Series of Securities ....................................       7
     SECTION 2.3    Execution and Authentication ......................................................       9
     SECTION 2.4    Registrar and Paying Agent ........................................................      10
     SECTION 2.5    Paying Agent to Hold Money in Trust ...............................................      11
     SECTION 2.6    Securityholder Lists ..............................................................      11
     SECTION 2.7    Transfer and Exchange .............................................................      11
     SECTION 2.8    Mutilated, Destroyed, Lost and Stolen Securities ..................................      12
     SECTION 2.9    Outstanding Securities ............................................................      12
     SECTION 2.10   Treasury Securities ...............................................................      13
     SECTION 2.11   Temporary Securities ..............................................................      13
     SECTION 2.12   Cancellation ......................................................................      13
     SECTION 2.13   Defaulted Interest ................................................................      13
     SECTION 2.14   Global Securities .................................................................      14
     SECTION 2.15   CUSIP Numbers .....................................................................      15

ARTICLE III - REDEMPTION ..............................................................................      15
     SECTION 3.1    Notice to Trustees ................................................................      15
     SECTION 3.2    Selection of Securities to be Redeemed ............................................      15
     SECTION 3.3    Notice of Redemption ..............................................................      16
     SECTION 3.4    Effect of Notice of Redemption ....................................................      16
     SECTION 3.5    Deposit of Redemption Price .......................................................      16
     SECTION 3.6    Securities Redeemed in Part .......................................................      16

ARTICLE IV - COVENANTS ................................................................................      17
     SECTION 4.1    Payment of Principal and Interest .................................................      17
     SECTION 4.2    SEC Reports .......................................................................      17
     SECTION 4.3    Compliance Certificate ............................................................      17
     SECTION 4.4    Stay, Extension and Usury Laws ....................................................      17
     SECTION 4.5    Corporate Existence ...............................................................      17
     SECTION 4.6    Taxes .............................................................................      18

ARTICLE V - SUCCESSORS ................................................................................      18
     SECTION 5.1    When Company May Merge, Etc .......................................................      18
     SECTION 5.2    Successor Corporation Substituted .................................................      18

ARTICLE VI - DEFAULTS AND REMEDIES ....................................................................      19
     SECTION 6.1    Events of Default .................................................................      19
     SECTION 6.2    Acceleration of Maturity; Rescission and Annulment ................................      20
</TABLE>

                                       i

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<TABLE>
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     SECTION 6.3    Collection of Indebtedness and Suits for Enforcement by Trustee ...................      21
     SECTION 6.4    Trustee May File Proofs of Claim ..................................................      22
     SECTION 6.5    Trustee May Enforce Claims Without Possession of Securities .......................      22
     SECTION 6.6    Application of Money Collected ....................................................      23
     SECTION 6.7    Limitation on Suits ...............................................................      23
     SECTION 6.8    Unconditional Right of Holders to Receive Principal and Interest ..................      24
     SECTION 6.9    Restoration of Rights and Remedies ................................................      24
     SECTION 6.10   Rights and Remedies Cumulative ....................................................      24
     SECTION 6.11   Delay or Omission Not Waiver ......................................................      24
     SECTION 6.12   Control by Holders ................................................................      24
     SECTION 6.13   Waiver of Past Defaults ...........................................................      25
     SECTION 6.14   Undertaking for Costs .............................................................      25
     SECTION 6.15   Enforcement of Rights of Conversion by Holders ....................................      25

ARTICLE VII - CONVERSION ..............................................................................      26
     SECTION 7.1    Conversion Privilege ..............................................................      26
     SECTION 7.2    Conversion Procedure ..............................................................      26
     SECTION 7.3    Fractional Shares .................................................................      27
     SECTION 7.4    Taxes on Conversion ...............................................................      27
     SECTION 7.5    Company to Provide Stock ..........................................................      27
     SECTION 7.6    Adjustment for Change in Capital Stock ............................................      27
     SECTION 7.7    Adjustment for Rights Issue .......................................................      28
     SECTION 7.8    Adjustment for Other Distributions ................................................      29
     SECTION 7.9    Current Market Price ..............................................................      30
     SECTION 7.10   When Adjustment May be Deferred ...................................................      30
     SECTION 7.11   When No Adjustment Required .......................................................      30
     SECTION 7.12   Notice of Adjustment ..............................................................      30
     SECTION 7.13   Voluntary Reduction ...............................................................      31
     SECTION 7.14   Notice of Certain Transactions ....................................................      31
     SECTION 7.15   Reorganization of Company .........................................................      31
     SECTION 7.16   Company Determination Final .......................................................      32
     SECTION 7.17   Trustee's Disclaimer ..............................................................      32

ARTICLE VIII - TRUSTEE ................................................................................      32
     SECTION 8.1    Duties of Trustee .................................................................      32
     SECTION 8.2    Rights of Trustee .................................................................      33
     SECTION 8.3    Individual Rights of Trustee ......................................................      34
     SECTION 8.4    Trustee's Disclaimer ..............................................................      34
     SECTION 8.5    Notice of Defaults ................................................................      34
     SECTION 8.6    Reports by Trustee to Holders .....................................................      34
     SECTION 8.7    Compensation and Indemnity ........................................................      34
     SECTION 8.8    Replacement of Trustee ............................................................      35
     SECTION 8.9    Successor Trustee by Merger, etc ..................................................      36
     SECTION 8.10   Eligibility; Disqualification .....................................................      36
     SECTION 8.11   Preferential Collection of Claims Against Company .................................      36
</TABLE>

                                       ii

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<TABLE>
<CAPTION>
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<S>                                                                                                         <C>
ARTICLE IX - SATISFACTION AND DISCHARGE ...............................................................      36
     SECTION 9.1    Satisfaction and Discharge of Indenture ...........................................      36
     SECTION 9.2    Application of Trust Funds; Indemnification .......................................      37
     SECTION 9.3    Legal Defeasance of Securities of any Series ......................................      38
     SECTION 9.4    Defeasance of Certain Obligations .................................................      39
     SECTION 9.5    Repayment to Company ..............................................................      41

ARTICLE X - AMENDMENTS AND WAIVERS ....................................................................      41
     SECTION 10.1   Without Consent of Holders ........................................................      41
     SECTION 10.2   With Consent of Holders ...........................................................      41
     SECTION 10.3   Limitations .......................................................................      42
     SECTION 10.4   Compliance with Trust Indenture Act ...............................................      42
     SECTION 10.5   Revocation and Effect of Consents .................................................      42
     SECTION 10.6   Notation on or Exchange of Securities .............................................      43
     SECTION 10.7   Trustee Protected .................................................................      43

ARTICLE XI - MISCELLANEOUS ............................................................................      43
     SECTION 11.1   Trust Indenture Act Controls ......................................................      43
     SECTION 11.2   Notices ...........................................................................      43
     SECTION 11.3   Communication by Holders with Other Holders .......................................      44
     SECTION 11.4   Certificate and Opinion as to Conditions Precedent ................................      44
     SECTION 11.5   Statements Required in Certificate or Opinion .....................................      44
     SECTION 11.6   Rules by Trustee and Agents .......................................................      45
     SECTION 11.7   Legal Holidays ....................................................................      45
     SECTION 11.8   No Recourse Against Others ........................................................      45
     SECTION 11.9   Counterparts ......................................................................      45
     SECTION 11.10  Governing Laws ....................................................................      45
     SECTION 11.11  No Adverse Interpretation of Other Agreements .....................................      45
     SECTION 11.12  Successors ........................................................................      46
     SECTION 11.13  Severability ......................................................................      46
     SECTION 11.14  Table of Contents, Headings, Etc ..................................................      46
     SECTION 11.15  Securities in a Foreign Currency or in ECU ........................................      46
     SECTION 11.16  Judgment Currency .................................................................      47

ARTICLE XII - SINKING FUNDS ...........................................................................      47
     SECTION 12.1   Applicability of Article ..........................................................      47
     SECTION 12.2   Satisfaction of Sinking Fund Payments with Securities .............................      47
     SECTION 12.3   Redemption of Securities for Sinking Fund .........................................      48

ARTICLE XIII - SUBORDINATION OF SECURITIES ............................................................      48
     SECTION 13.1   Agreement to Subordinate ..........................................................      48
     SECTION 13.2   Distribution on Dissolution, Liquidation and Reorganization;
                    Subrogation of Securities .........................................................      49
     SECTION 13.3   No Payments on Securities in Event of Defaults on Designated
                    Senior Indebtedness ...............................................................      50
     SECTION 13.4   Payments Permitted if no Default ..................................................      51
     SECTION 13.5   Authorization of Holders to Trustee to Effect Subordination .......................      51
     SECTION 13.6   Notice to Trustee .................................................................      51
     SECTION 13.7   Trustee as Holder of Senior Indebtedness ..........................................      52
     SECTION 13.8   Modification of Terms of Senior Indebtedness ......................................      52
     SECTION 13.9   Trustee Not Fiduciary for Senior Indebtedness .....................................      52
</TABLE>

                                       iii

<PAGE>   5

                            BEVERLY ENTERPRISES, INC.

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


<TABLE>
<S>                                                                    <C>
Section 310(a)(1) ...............................................      8.10
            (a)(2) ..............................................      8.10
            (a)(3) ..............................................      Not Applicable
            (a)(4) ..............................................      Not Applicable
            (a)(5) ..............................................      8.10
            (b) .................................................      8.10

Section 311(a) ..................................................      8.11
            (b) .................................................      8.11
            (c) .................................................      Not Applicable

Section 312(a) ..................................................      2.6
            (b) .................................................      11.3
            (c) .................................................      11.3

Section 313(a) ..................................................      8.6
            (b)(1) ..............................................      8.6
            (b)(2) ..............................................      8.6
            (c)(1) ..............................................      8.6
            (d) .................................................      8.6

Section 314(a) ..................................................      4.2, 11.5
            (b) .................................................      Not Applicable
            (c)(1) ..............................................      11.4
            (c)(2) ..............................................      11.4
            (c)(3) ..............................................      Not Applicable
            (d) .................................................      Not Applicable
            (e) .................................................      11.5
            (f) .................................................      Not Applicable

Section 315(a) ..................................................      8.1
            (b) .................................................      8.5
            (c) .................................................      8.1
            (d) .................................................      8.1
            (e) .................................................      6.14

Section 316(a) ..................................................      2.10
            (a)(1)(A) ...........................................      6.2
                          .......................................      6.12
            (a)(1)(B) ...........................................      6.13
            (b) .................................................      6.8

Section 317(a)(1) ...............................................      6.3
            (a)(2) ..............................................      6.4
            (b) .................................................      2.5

Section 318(a) ..................................................      11.1
</TABLE>


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

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

<PAGE>   6

                Indenture dated as of __________, between Beverly Enterprises,
Inc., a Delaware corporation ("Company"), and _____________________ ("Trustee").

                Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions.

                "Affiliate" of any specified person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the
ownership of voting securities or by agreement or otherwise.

                "Agent" means any Registrar, Paying Agent or Service Agent.

                "Authorized Newspaper" means a newspaper in an official language
of the country of publication customarily published at least once a day for at
least five days in each calendar week and of general circulation in the place in
connection with which the term is used. If it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
an Authorized Newspaper, any publication or other notice in lieu thereof that is
made or given by the Trustee shall constitute a sufficient publication of such
notice.

                "Bankruptcy Law" means title 11, U.S. Code or any similar
Federal or State law for the relief of debtors.

                "Bearer" means anyone in possession from time to time of a
Bearer Security.

                "Bearer Security" means any Security that does not provide for
the identification of the Holder thereof.

                "Board of Directors" means the Board of Directors of the Company
or any duly authorized committee thereof.

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

                "Business Day" means a day other than a Saturday, a Sunday or a
day which shall be in the City of New York a day on which banking institutions
are authorized or obligated by law or required by executive order to be closed.

<PAGE>   7

                "Capitalized Lease" means any lease of property where the
obligations of the lessee thereunder are required to be classified and accounted
for as a capitalized lease on a balance sheet of such lessee under generally
accepted accounting principles.


                "Common Stock" means the Common Stock, $.10 par value per share,
of the Company.


                "Company" means the party named as such above until a successor
replaces it and thereafter means the successor.

                "Company Order" means a written order signed in the name of the
Company by two Officers, one of whom must be the Company's principal executive
officer, principal financial officer or principal accounting officer.

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

                "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered.

                "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

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

                "Depository" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the person designated as Depository for such Series by the Company,
which Depository shall be a clearing agency registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the Depository with respect
to the Securities of such Series.

                "Designated Senior Indebtedness" means the Company's existing
credit facility, the Company's senior notes due 2006 and any other senior
indebtedness that expressly provides that it is "designated senior
indebtedness."

                "Discount Security" means any Security that provides for an
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                "Dollars" means the currency of the United States of America.

                "ECU" means the European Currency Unit as determined by the
Commission of the European Union.

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

                "Foreign Currency" means any currency issued by a government
other than the government of the United States of America.

                "Foreign Government Securities" means with respect to Securities
of any Series that are denominated in a Foreign Currency, noncallable (i) direct
obligations of the government that issued such Foreign Currency for the payment
of which obligations its full faith and credit is pledged or


                                       2
<PAGE>   8

(ii) obligations of a person controlled or supervised by and acting as an agency
or instrumentality of such government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such
government.

                "Global Security" or "Global Securities" means a Security or
Securities, as the case may be, in the form established pursuant to Section 2.1
evidencing all or part of a Series of Securities, issued to the Depository for
such Series or its nominee, and registered in the name of such Depository or
nominee.

                "Holder" or "Securityholder" means a person in whose name a
Security is registered or the holder of a Bearer Security.

                "Indebtedness" means, with respect to any person, and without
duplication:

                (a) any liability of such person (A) for borrowed money, or (B)
        for any letter of credit for the account of such person supporting
        obligations of such person or other persons, or (C) evidenced by a bond,
        note, debenture or similar instrument (including a purchase money
        obligation) given in connection with the acquisition of any businesses,
        properties or assets of any kind (other than a trade payable or a
        current liability arising in the ordinary course of business), or (D)
        for the payment of money relating to a Capitalized Lease;

                (b) any liability of others described in the preceding clause
        (a) that the person has guaranteed or that is otherwise its legal
        liability; and

                (c) any amendment, supplement, modification, deferral, renewal,
        extension or refunding of any liability of the types referred to in
        clauses (a) and (b) above.

                "Indenture" means this Indenture as amended from time to time
and shall include the form and terms of particular Series of Securities
established or contemplated hereunder.

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

                "Officer" means the Chairman of the Board, any President, any
Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

                "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

                "Opinion of Counsel" means a written opinion of legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel
to the Company.

                "person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


                                       3
<PAGE>   9

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

                "Responsible Officer" when used with respect to the Trustee,
means the chairman or the vice-chairman of the board of directors or trustees,
the chairman or vice-chairman of the executive committee of the board of
directors or trustees, the president, any vice-president, the treasurer, the
secretary, any trust officer, any second or assistant vice-president or any
officer or assistant officer of the Trustee other than those specifically above
mentioned 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 knowledge of and familiarity
with a particular subject.

                "SEC" means the Securities and Exchange Commission.

                "Securities" means the debentures, notes or other debt
instruments of the Company of any Series authenticated and delivered under this
Indenture.

                "Senior Indebtedness" means the principal of, premium, if any,
and unpaid interest, including interest accrued after the filing of any
bankruptcy proceeding relating to the Company whether or not such interest is an
allowed claim in such bankruptcy proceeding, on (a) indebtedness for borrowed
money for the payment of which the Company is responsible or liable or the
payment of which the Company has guaranteed, whether such indebtedness is
outstanding as of the date of this Indenture or thereafter created, incurred,
assumed or guaranteed by the Company, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is
specifically provided that such indebtedness is not superior in right of payment
to the Securities, (b) Capitalized Lease obligations, (c) any obligation of the
Company to reimburse banks pursuant to letters of credit extended by such banks,
advances made by such banks and other credit arrangements entered into with such
banks in connection with tax exempt obligations issued for the benefit of the
company.

                "Series" or "Series of Securities" means each series of
debentures, notes or other debt instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

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

                "Subsidiary" of any specified person means (i) a corporation a
majority of whose capital stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such person
or by such person and a subsidiary or subsidiaries of such person or by a
subsidiary or subsidiaries of such person or (ii) any other person (other than a
corporation) in which such person or such person and a subsidiary or
subsidiaries of such person or a subsidiary or subsidiaries of such person
directly or indirectly, at the date of determination thereof has at least
majority ownership interest.

                "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.


                                       4
<PAGE>   10

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

                "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation evidenced by such
depository receipt.

SECTION 1.2 Other Definitions.



<TABLE>
<CAPTION>
                                                          DEFINED IN
TERM                                                       SECTION
----                                                     -------------
<S>                                                      <C>
"Event of Default" . . . . . . . . . . . . . . . . . . .       6.1
"Journal"  . . . . . . . . . . . . . . . . . . . . . . .     11.15
"Judgment Currency"  . . . . . . . . . . . . . . . . . .     11.16
"Legal Holiday"  . . . . . . . . . . . . . . . . . . . .      11.7
"mandatory sinking fund payment" . . . . . . . . . . . .      12.1
"Market Exchange Rate" . . . . . . . . . . . . . . . . .     11.15
"New York Banking Day" . . . . . . . . . . . . . . . . .     11.16
"Non-Payment Default"  . . . . . . . . . . . . . . . . .      13.3
"optional sinking fund payment"  . . . . . . . . . . . .      12.1
"Paying Agent" . . . . . . . . . . . . . . . . . . . . .       2.4
"Registrar"  . . . . . . . . . . . . . . . . . . . . . .       2.4
"Required Currency"  . . . . . . . . . . . . . . . . . .     11.16
"Service Agent"  . . . . . . . . . . . . . . . . . . . .       2.4
</TABLE>


SECTION 1.3 Incorporation by Reference of Trust Indenture Act.

                Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                "Commission" means the SEC.

                "indenture securities" means the Securities.

                "indenture security holder" means a Securityholder.

                "indenture to be qualified" means this Indenture.


                                       5
<PAGE>   11

                "indenture trustee" or "institutional trustee" means the
        Trustee.

                "obligor" on the indenture securities means the Company and any
        successor obligor upon the Securities.

                All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

SECTION 1.4 Rules of Construction.

                Unless the context otherwise requires:

                (a) a term has the meaning assigned to it;

                (b) an accounting term not otherwise defined has the meaning
        assigned to it in accordance with generally accepted accounting
        principles;

                (c) references to "generally accepted accounting principles"
        shall mean generally accepted accounting principles in effect as of the
        time when and for the period as to which such accounting principles are
        to be applied;

                (d) "or" is not exclusive;

                (e) words in the singular include the plural, and in the plural
        include the singular; and

                (f) provisions apply to successive events and transactions.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1 Issuable in Series.

                The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be provided in a Board Resolution and/or an Officers'
Certificate detailing the adoption of the terms thereof pursuant to the Board
Resolution or a supplemental indenture hereto. In the case of Securities of a
Series to be issued from time to time, the Officers' Certificate may provide for
the method by which specified terms (such as interest rate, maturity date,
record date or date from which interest should accrue) are to be determined.
Securities may differ between Series, in respect of any matters; provided that
all Series of Securities shall be equally and ratably entitled to the benefits
of this Indenture.


                                       6
<PAGE>   12

                The Securities will rank equally with all other unsecured and
unsubordinated indebtedness of the Company.

SECTION 2.2 Establishment of Terms of Series of Securities.

                At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series generally, in the case of
Subsections 2.2.1 and 2.2.2 and either as to such Securities within the Series
or as to the Series generally in the case of Subsections 2.2.3 through 2.2.21)
by either a Board Resolution, a supplemental indenture hereto or an Officers'
Certificate pursuant to authority granted under a Board Resolution:

                2.2.1 the title of the Series (which shall distinguish the
        Securities of that particular Series from the Securities of any other
        Series), and whether the Securities of that particular Series are
        subordinate to any other unsecured indebtedness of the Company;

                2.2.2 any limit upon the aggregate principal amount of the
        Securities of the Series which may be authenticated and delivered under
        this Indenture (except for Securities authenticated and delivered upon
        registration of transfer of, or in exchange for, or in lieu of, other
        Securities of the Series pursuant to Section 2.7, 2.8 or 2.11);

                2.2.3 the date or dates on which the principal of the Securities
        of the Series is payable;

                2.2.4 the rate or rates at which the Securities of the Series
        shall bear interest, if any, or the formula or provision pursuant to
        which such rate or rates are determined including, but not limited to,
        any commodity, commodity index, stock exchange index or financial index,
        the date or dates from which such interest, if any, shall accrue, the
        dates on which such interest, if any, shall be payable and the record
        date for the interest payable on any interest payment date;

                2.2.5 the place or places where the principal of, the premium,
        if any, and interest on the Securities of the Series will be payable, or
        the method of such payment, if by wire transfer, mail or other means;

                2.2.6 the date, if any, after which the price or prices at which
        and the terms and conditions upon which the Securities of the Series
        may, pursuant to any optional or mandatory redemption provisions, be
        redeemed and the other detailed terms and provisions of any such
        optional or mandatory redemption provisions;

                2.2.7 the person to whom any interest on the Securities of the
        Series shall be payable, if other than the person in whose name the
        Securities of the Series are registered at the close of business on the
        record date for such interest.

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


                                       7
<PAGE>   13

                2.2.9 if other than denominations of $1,000 and any integral
        multiple thereof, the denominations in which the Securities of the
        Series shall be issuable;

                2.2.10 if the amount of principal of or premium, if any, or
        interest on any of such Securities of the Series may be determined with
        reference to an index or pursuant to a formula, the manner in which such
        amounts will be determined;

                2.2.11 if the principal amount payable at the Stated Maturity of
        any of the Securities of the Series will not be determinable as of any
        one or more dates prior to the stated maturity, the amount which will be
        deemed to be such principal amount as of any such date for any purpose,
        including the principal amount thereof which will be due and payable
        upon any maturity other than the stated maturity or which will be deemed
        to be outstanding as of any such date (or, in any such case, the manner
        in which such deemed principal amount is to be determined);

                2.2.12 if applicable, that such Securities of the Series, in
        whole or any specified part, are defeasible pursuant to Article IX of
        this Indenture;

                2.2.13 if other than the principal amount thereof, the portion
        of the principal amount of the Securities of the Series that shall be
        payable upon declaration of acceleration of the maturity thereof
        pursuant to Section 6.2;

                2.2.14 the currency of denomination of the Securities of the
        Series, which may be Dollars, any Foreign Currency or composite
        currency, including, but not limited to, the ECU, and if such currency
        of denomination is a composite currency other than the ECU, the agency
        or organization, if any, responsible for overseeing such composite
        currency;

                2.2.15 if other than the currency of the United States, the
        designation of the currency or currencies in which payment of the
        principal of, premium, if any, or interest on the Securities of the
        Series will be made, and the designation, if any, of the currency or
        currencies in which payment of the principal of, premium, if any, or
        interest on the Securities of the Series, at the election of a Holder
        thereof, may also be payable;

                2.2.16 if the payments of principal of, premium, if any, or
        interest on the Securities of the Series are to be made in a Foreign
        Currency other than the currency in which such Securities are
        denominated, the currency, currencies or currency units in which payment
        of any such amount will be payable, the periods within which and the
        terms and conditions upon which such election is to be made and the
        amount so payable (or the manner in which such amount is to be
        determined);

                2.2.17 if other than currency of the United States of America,
        the currency, currencies or currency units in which the principal of,
        premium, if any, or interest on the Securities of the Series may be
        determined with reference to an index, the manner in which such amounts
        shall be determined and payable (and the manner in which the equivalent
        of the principal amount thereof in the currency of the United States of
        America is to be determined for any purpose, including for the purpose
        of determining the principal amount deemed to be outstanding at any
        time);


                                       8
<PAGE>   14

                2.2.18 the forms of the Securities of the Series in bearer or
        fully registered form (and, if in fully registered form, whether the
        Securities will be issuable in the form of one or more Global
        Securities);

                2.2.19 if issuable in the form of one or more Global Securities,
        the respective depositaries for such Global Securities, the form of any
        legend or legends to be borne by any such Global Securities, any
        circumstances under which any such Global Securities may be exchanged in
        whole or in part for Securities of the Series registered, any transfer
        of such Global Securities in whole or in part for Securities of the
        Series registered, any transfer of such Global Securities in whole or in
        part may be registered, in the names of Persons other than the
        depository for such Global Securities or its nominee;

                2.2.20 any depositories, interest rate calculation agents,
        exchange rate agents or other agents with respect to Securities of such
        Series if other than those appointed herein;

                2.2.21 any change in the right of the Trustee or the Holders to
        declare the principal amount of any of such Securities due and payable;
        and

                2.2.22 any other terms of the Securities of the Series
        (including any additions to or changes in the covenants or the Events of
        Default contained in this Indenture applicable to any of such Securities
        of the Series).

                All Securities of any one Series need not be issued at the same
time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to the Board Resolution or Officers'
Certificate referred to above or as set forth in a supplemental indenture
hereto, and, unless otherwise provided, the authorized principal amount of any
Series may be increased to provide for issuances of additional Securities of
such Series.

SECTION 2.3 Execution and Authentication.

                One Officer shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal, which may be in facsimile form,
shall be reproduced on the Securities.

                If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

                A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                The Trustee shall at any time, and from time to time,
authenticate Securities for original issue in the principal amount provided in
the Board Resolution or Officers' Certificate detailing the adoption of terms
pursuant to the Board Resolution, upon receipt by the Trustee of a Company
Order. If provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by Board Resolution or supplemental
indenture hereto.


                                       9
<PAGE>   15

                The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution or Officers'
Certificate or supplemental indenture hereto delivered pursuant to Section 2.2,
except as provided in Section 2.8.

                Prior to the issuance of Securities of any Series, the Trustee
shall have received and (subject to Section 8.2) shall be fully protected in
relying on: (a) the Board Resolution or Officers' Certificate detailing the
adoption of terms pursuant to the Board Resolution or a supplemental indenture
hereto establishing the form and terms of the Securities of that Series, (b) an
Officers' Certificate complying with Section 11.4, and (c) an Opinion of Counsel
complying with Section 11.4.

                The Trustee shall have the right to decline to authenticate and
deliver any Securities of such Series: (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors and/or vice-presidents shall determine that
such action would expose the Trustee to personal liability to Holders of any
then outstanding Series of Securities.

                The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

SECTION 2.4 Registrar and Paying Agent.

                The Company shall maintain, with respect to each Series of
Notes, at the place or places specified with respect to such Series pursuant to
Section 2.2, an office or agency where Securities of such Series may be
presented or surrendered for payment of principal, premium, if any, and interest
thereon (except that at the option of the Company, payment of any interest may
be made by check mailed to the address of the person entitled thereto as such
address appears in the security register) ("Paying Agent"), where Securities of
such Series may be surrendered for registration of transfer or exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the Securities of such Series and this Indenture may be served ("Service
Agent"). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt
written notice to the Trustee of the name and address, and any change in the
name or address, of each Registrar, Paying Agent or Service Agent. If at any
time the Company shall fail to maintain any such required Registrar, Paying
Agent or Service Agent or shall fail to furnish the Trustee with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes


                                       10
<PAGE>   16

any co-registrar; the term "Paying Agent" includes any additional paying agent;
and the term "Service Agent" includes any additional service agent.

                The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar, Paying
Agent or Service Agent, as the case may be, is appointed prior to the time
Securities of that Series are first issued.

SECTION 2.5 Paying Agent to Hold Money in Trust.

                The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust, for the
benefit of Securityholders of any Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal or interest on the
Series of Securities, and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money. If the
Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of Securityholders of any Series of
Securities all money held by it as Paying Agent.

SECTION 2.6 Securityholder Lists.

                The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least ten days before each interest payment date and at such
other times as the Trustee may request in writing a list, in such form and as of
such date as the Trustee may reasonably require, of the names and addresses of
Securityholders of each Series of Securities.

SECTION 2.7 Transfer and Exchange.

                Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same Series and date of maturity of
other denominations, the Registrar shall register the transfer or make the
exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar's request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.11 or 10.6).

                Except in connection with a conversion pursuant to Article VII,
neither the Company nor the Registrar shall be required (a) to issue, register
the transfer of, or exchange Securities of any Series for the period beginning
at the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to register
the transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.


                                       11
<PAGE>   17

SECTION 2.8 Mutilated, Destroyed, Lost and Stolen Securities.

                If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same Series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security (unless the Holder
elects conversion pursuant to Article VII).

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

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

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

SECTION 2.9 Outstanding Securities.

                The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

                If a Security is replaced pursuant to Section 2.8, it ceases to
be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds on the Maturity date of Securities of a Series
money sufficient to pay such Securities payable on that date, then on and after
that date such Securities of the Series cease to be outstanding and interest on
them ceases to accrue.


                                       12
<PAGE>   18

                A Security does not cease to be outstanding because the Company
or an Affiliate holds the Security.

                In determining whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.2.

SECTION 2.10 Treasury Securities.

                In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any direction, waiver or
consent, Securities of a Series owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.

SECTION 2.11 Temporary Securities.

                Until definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities upon a
Company Order. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee upon request shall authenticate definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary securities shall have the same rights
under this Indenture as the definitive Securities.

SECTION 2.12 Cancellation.

                The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for
transfer, exchange, payment, replacement or cancellation and shall destroy such
cancelled Securities (subject to the record retention requirement of the
Exchange Act) and deliver a certificate of such destruction to the Company,
unless the Company otherwise directs. The Company may not issue new Securities
to replace Securities that it has paid or delivered to the Trustee for
cancellation.

SECTION 2.13 Defaulted Interest.

                If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted
by law, any interest payable on the defaulted interest, to the persons who are
Securityholders of the Series on a subsequent special record date. The Company
shall fix the record date and payment date. At least 30 days before the record
date, the Company shall mail to the Trustee and to each Securityholder of the
Series a notice that states the record date, the payment date and the amount of
interest to be paid. The Company may pay defaulted interest in any other lawful
manner.


                                       13
<PAGE>   19

SECTION 2.14 Global Securities.

                2.14.1 Terms of Securities. A supplemental indenture or a Board
        Resolution (and, to the extent not set forth in the Board Resolution, an
        Officers' Certificate detailing the adoption of terms pursuant to the
        Board Resolution) shall establish whether the Securities of a Series
        shall be issued in whole or in part in the form of one or more Global
        Securities and the Depository for such Global Security or Securities.

                2.14.2 Transfer and Exchange. Notwithstanding any provisions to
        the contrary contained in Section 2.7 of this Indenture and in addition
        thereto, any Global Security shall be exchangeable pursuant to Section
        2.7 of this Indenture for securities registered in the names of Holders
        other than the Depository for such Security or its nominee only if (i)
        such Depository notifies the Company that it is unwilling or unable to
        continue as Depository for such Global Security or if at any time such
        Depository ceases to be a clearing agency registered under the Exchange
        Act, and, in either case the Company fails to appoint a successor
        Depository within 90 days of such event, (ii) the Company executes and
        delivers to the Trustee an Officers' Certificate to the effect that such
        Global Security shall be so exchangeable, (ii) an event shall have
        happened and be continuing which is or after notice or lapse of time or
        both, would be, an Event of Default with respect to the Securities
        represented by such Global Security, (iii) there shall exist such
        circumstances, if any, in addition to or in lieu of those described
        above as may be described in a supplemental indenture or a Board
        Resolution establishing the Securities of a Series. Any Global Security
        that is exchangeable pursuant to the preceding sentence shall be
        exchangeable for Securities registered in such names as the Depository
        shall direct in writing in an aggregate principal amount equal to the
        principal amount of the Global Security with like tenor and terms.

                Except as provided in this Section 2.14.2, a Global Security may
        not be transferred except as a whole by the Depository with respect to
        such Global Security to a nominee of such Depository, by a nominee of
        such Depository to such Depository or another nominee of such Depository
        or by the Depository or any such nominee to a successor Depository or a
        nominee of such a successor Depository.

                2.14.3 Legend. Any Global Security issued hereunder shall bear a
        legend in substantially the following form:

                   "This Security is a Global Security within the meaning of the
        Indenture hereinafter referred to and is registered in the name of the
        Depository or a nominee of the Depository. This Security is exchangeable
        for Securities registered in the name of a person other than the
        Depository or its nominee only in the limited circumstances described in
        the Indenture, and may not be transferred except as a whole by the
        Depository to a nominee of the Depository, by a nominee of the
        Depository to the Depository or another nominee of the Depository or by
        the Depository or any such nominee to a successor Depository or a
        nominee of such a successor Depository."

                2.14.4 Acts of Holders. The Depository, as a Holder, may appoint
        agents and otherwise authorize participants to give or take any request,
        demand, authorization, direction, notice, consent, waiver or other
        action which a Holder is entitled to give or take under this Indenture.


                                       14
<PAGE>   20

                2.14.5 Payments. Notwithstanding the other provisions of this
        Indenture, unless otherwise specified as contemplated by Section 2.2,
        payment of the principal of and interest on any Global Security shall be
        made to the person specified therein.

                2.14.6 Consents, Declaration and Directions. Except as provided
        in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
        person as the Holder of such principal amount of outstanding Securities
        of such Series represented by a Global Security as shall be specified in
        a written statement of the Depository with respect to such Global
        Security, for purposes of obtaining any consents, declarations or
        directions required to be given by the Holders pursuant to this
        Indenture.

SECTION 2.15 CUSIP Numbers.

                The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may 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 a
redemption and that reliance may be placed only on the other elements of
identification printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                   ARTICLE III

                                   REDEMPTION

SECTION 3.1 Notice to Trustees.

                The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof before maturity at
such time and on such terms as provided for in such Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 60 days before the redemption date (or
such shorter notice as may be acceptable to the Trustee).

SECTION 3.2 Selection of Securities to be Redeemed.

                Unless otherwise indicated for a particular Series by Board
Resolution or by a supplemental indenture hereto (or to the extent not set forth
in such Board Resolution or supplemental indenture, in an Officers' Certificate
so indicating pursuant to the Board Resolution), if less than all the Securities
of a Series are to be redeemed, the Trustee shall select the Securities of the
Series to be redeemed in any manner that the Trustee deems fair and appropriate.
The Trustee shall make the selection from Securities of the Series outstanding
not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities of the Series that have denominations
larger than $1,000. Securities of the Series and portions of them it selects
shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to
Securities of any Series issuable in other denominations pursuant to Section
2.2.9, the minimum principal denomination for each Series and integral multiples
thereof. Provisions of this Indenture that apply to Securities of a Series
called for redemption also apply to portions of Securities of that Series called
for redemption.


                                       15
<PAGE>   21

SECTION 3.3 Notice of Redemption.

                Unless otherwise indicated for a particular Series by Board
Resolution or by a supplemental indenture hereto, at least 30 days but not more
than 60 days before a redemption date, the Company shall mail a notice of
redemption by first-class mail to each Holder whose Securities are to be
redeemed and if any Bearer Securities are outstanding, publish on one occasion a
notice in an Authorized Newspaper.

                The notice shall identify the Securities of the Series to be
redeemed and shall state:

                (a) the redemption date;

                (b) the redemption price;

                (c) the name and address of the Paying Agent;

                (d) that Securities of the Series called for redemption must be
        surrendered to the Paying Agent to collect the redemption price;

                (e) that interest on Securities of the Series called for
        redemption ceases to accrue on and after the redemption date; and

                (f) any other information as may be required by the terms of the
        particular Series or the Securities of a Series being redeemed.

                At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

SECTION 3.4 Effect of Notice of Redemption.

                Once notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption (and not converted in
accordance with the provisions of Article VII by the close of business on the
Business Day immediately preceding the date of redemption fixed in the notice)
become due and payable on the redemption date and at the redemption price. A
notice of redemption may not be conditional. Upon surrender to the Paying Agent,
such Securities shall be paid at the redemption price plus accrued interest to
the redemption date.

SECTION 3.5 Deposit of Redemption Price.

                On or before the redemption date, the Company shall deposit with
the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.

SECTION 3.6 Securities Redeemed in Part.

                Upon surrender of a Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security of the same Series and
the same maturity equal in principal amount to the unredeemed portion of the
Security surrendered.


                                       16
<PAGE>   22

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1 Payment of Principal and Interest.

                The Company covenants and agrees for the benefit of each Series
of Securities that it will duly and punctually pay the principal of and interest
on the Securities of that Series in accordance with the terms of such Securities
and this Indenture.

SECTION 4.2 SEC Reports.

                The Company shall deliver to the Trustee within 15 days after it
files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).

SECTION 4.3 Compliance Certificate.

                The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he may have knowledge).

                The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee within 90 days of becoming aware of (i) any
Default, Event of Default or default in the performance of any covenant,
agreement or condition contained in this Indenture or (ii) any event of default
referred to in Section 6.1(e), an Officers' Certificate specifying such Default,
Event of Default or default.

SECTION 4.4 Stay, Extension and Usury Laws.

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

SECTION 4.5 Corporate Existence.

                Subject to Article V, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory),


                                       17
<PAGE>   23

licenses and franchises of the Company; provided, however, that the Company
shall not be required to preserve any such right, license or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries
taken as a whole.

SECTION 4.6 Taxes.

                The Company shall pay prior to delinquency all taxes,
assessments and governmental levies, except as contested in good faith and by
appropriate proceedings.

                                    ARTICLE V

                                   SUCCESSORS

SECTION 5.1 When Company May Merge, Etc.

                The Company shall not consolidate or merge with or into, or
sell, convey or otherwise dispose of its assets substantially as an entirety
(computed on a consolidated basis) to, any person unless:

                (a) the corporation formed by or surviving any such
        consolidation or merger (if other than the Company), or to which such
        sale, conveyance or other disposition shall have been made, assumes by
        supplemental indenture or Board Resolution, all the obligations of the
        Company under the Securities and this Indenture; and

                (b) immediately after the transaction no Default or Event of
        Default exists.

        The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

SECTION 5.2 Successor Corporation Substituted.

        Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
conveyance or other disposition is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor person has been named as the Company
herein; provided, however, that the predecessor Company in the case of a sale,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Securities.


                                       18
<PAGE>   24

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.1 Events of Default.

                "Event of Default," wherever used herein with respect to
Securities of any Series, means any one of the following events:

                (a) default in the payment of any interest on any Security of
        that Series when it becomes due and payable and continuance of such
        default for a period of 30 days; or

                (b) default in the payment of principal, or premium, if any, of
        any Security of that Series at its Stated Maturity, whether or not
        prohibited by the provisions of Article XIII; or

                (c) default in the payment of principal, premium, if any, of any
        Security of that Series within 30 days following redemption or purchase
        by the Company at the option of Holder (if such redemption or purchase
        provision is provided in the supplemental indenture or Board Resolution
        applicable to the Securities of such Series); or

                (d) default in the deposit of any sinking fund payment, when and
        as due by the terms of a Security of that Series; or

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

                                       19
<PAGE>   25

                (f) the Company pursuant to or within the meaning of any
        Bankruptcy Law:

                        (i)     commences a voluntary case,

                        (ii)    consents to the entry of an order for relief
                                against it in an involuntary case,

                        (iii)   consents to the appointment of a Custodian of it
                                or for all or substantially all of its property,


                        (iv)    makes a general assignment for the benefit of
                                its creditors, or

                        (v)     generally is unable to pay its debts as the same
                                become due; or

                (g) a court of competent jurisdiction enters an order or decree
        under any Bankruptcy Law that:

                        (i)     is for relief against the Company in an
                                involuntary case,

                        (ii)    appoints a Custodian of the Company or for all
                                or substantially all of its property, or

                        (iii)   orders the liquidation of the Company,

        and the order or decree remains unstayed and in effect for 60 days; or

                (h) any other Event of Default provided with respect to
        Securities of that Series.

SECTION 6.2 Acceleration of Maturity; Rescission and Annulment.

                If an Event of Default with respect to Securities of any Series
at the time outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
outstanding Securities of that Series may declare the principal amount (or, if
any Securities of that Series are Discount Securities, such portion of the
principal amount as may be specified in the terms of such Securities) of all of
the Securities of that Series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 6.1(e)
shall occur, the principal amount (or specified amount) of all outstanding
Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder.

                At any time after such a declaration of acceleration with
respect to any Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee


                                       20
<PAGE>   26

as hereinafter in this Article provided, the Holders of a majority in principal
amount of the outstanding Securities of that Series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

                        (i) all overdue interest on all Securities of that
                Series,

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

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


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

and

                (b) all Events of Default with respect to Securities of that
        Series, other than the non-payment of the principal of Securities of
        that Series which have become due solely by such declaration of
        acceleration, have been cured or waived as provided in Section 6.13.

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

SECTION 6.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

                The Company covenants that if

                (a) default is made in the payment of any interest on any
        Security when such interest becomes due and payable and such default
        continues for a period of 60 days, or

                (b) default is made in the payment of principal of any Security
        at the Maturity thereof, or

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

                If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of


                                       21
<PAGE>   27

the sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Company or any other obligor upon
such Securities and collect the moneys adjudged or deemed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

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

SECTION 6.4 Trustee May File Proofs of Claim.

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

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

                (b) to collect and receive any moneys or other property payable
        or deliverable on any such claims and to distribute the same, and any
        custodian, receiver, assignee, trustee, liquidator, sequestrator or
        other similar official in any such judicial proceeding is hereby
        authorized by each Holder to make such payments to the Trustee and, in
        the event that the Trustee shall consent to the making of such payments
        directly to the Holders, to pay to the Trustee any amount due it for the
        reasonable compensation, expenses, disbursements and advances of the
        Trustee, its agents and counsel, and any other amounts due the Trustee
        under Section 8.7.

                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 6.5 Trustee May Enforce Claims Without Possession of Securities.

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


                                       22
<PAGE>   28

and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

SECTION 6.6 Application of Money Collected.

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

                        First: To the payment of all amounts due the Trustee
                under Section 8.7; and

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

                        Third: To the Company.

SECTION 6.7 Limitation on Suits.

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

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

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

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

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

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

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


                                       23
<PAGE>   29

SECTION 6.8 Unconditional Right of Holders to Receive Principal and Interest.

                Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Security on the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date) and to institute suit
for the enforcement of any such payment or to demand conversion of its
Securities pursuant to Article VII, if applicable to a Series, and such rights
shall not be impaired without the consent of such Holder.

SECTION 6.9 Restoration of Rights and Remedies.

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

SECTION 6.10 Rights and Remedies Cumulative.

                Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 6.11 Delay or Omission Not Waiver.

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

SECTION 6.12 Control by Holders.

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

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

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


                                       24
<PAGE>   30

                (c) subject to the provisions of Section 6.1, the Trustee shall
        have the right to decline to follow any such direction if the Trustee in
        good faith shall, by a Responsible Officer of the Trustee, determine
        that the proceeding so directed would involve the Trustee in personal
        liability.

SECTION 6.13 Waiver of Past Defaults.

                The Holders of not less than a majority in aggregate principal
amount of the outstanding Securities of any Series may on behalf of the Holders
of all the Securities of such Series waive any past Default hereunder with
respect to such Series and its consequences, except a Default (1) in the payment
of the principal of or interest on any Security of such Series, (2) under
Article VII or (3) in respect of a covenant or provision hereof which under
Article X cannot be modified or amended without the consent of the Holder of
each outstanding Security of such Series affected. Upon any such waiver, such
Default 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 6.14 Undertaking for Costs.

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


                                       25
<PAGE>   31

                                   ARTICLE VII

                                   CONVERSION

SECTION 7.1 Conversion Privilege.

                Holders of the Securities of any Series shall have the
conversion rights set forth in this Article VII if the supplemental indenture or
Board Resolution applicable to the Securities of such Series so designates.

                A Holder of the Securities of any Series may convert such
Securities into Common Stock at any time prior to the close of business on a
date to be designated in such supplemental indenture or Board Resolution. If
Securities of any Series are called for redemption, the Holder may convert such
Securities at any time before the close of business on the Business Day
immediately preceding the redemption date, unless the Company defaults in making
the payment due upon redemption.

                The initial conversion price shall be set forth in the
applicable supplemental indenture or Board Resolution. The conversion price is
subject to adjustment.

SECTION 7.2 Conversion Procedure.

                To convert the Securities of any Series, a Holder must (1)
complete and sign the conversion notice attached to the Securities, (2)
surrender the Securities to the Company at the office or agency to be maintained
by the Company, (3) furnish appropriate endorsements and transfer documents if
required by the Company, and (4) pay any transfer or similar tax if required.
The date on which the Holder satisfies all those requirements is the conversion
date. As soon as practical after the conversion date, the Company shall deliver
a certificate for the number of full shares of Common Stock, or other securities
as applicable, issuable upon the conversion and a check for any fractional share
of Common Stock. The person in whose name the certificate is registered shall be
treated as a stockholder of record on and after the conversion date.

                No payment or adjustment will be made for accrued interest on
the converted Securities of any Series. If the Securities of a Series not called
for redemption are converted between a record date for the payment of interest
and the next succeeding interest payment date, such Securities must be
accompanied by funds equal to the interest payable on such interest payment date
on the principal amount so converted. Nothing in this Section shall affect the
right of a person in whose name the Securities of a Series are registered at the
close of business on any record date with respect to any interest payment date
to receive the interest payable thereon on such interest payment date in
accordance with the terms of the applicable supplemental indenture or Board
Resolution.

                If a Holder converts more than one Security of a Series at the
same time, the number of full shares of Common Stock issuable upon the
conversion shall be based on the total principal amount of the Securities
converted.

                Upon surrender of a Security of a Series that is converted in
part, the Trustee shall authenticate for the Holder a new Security of a Series
equal in principal amount to the unconverted portion of the Security of the
Series surrendered.


                                       26
<PAGE>   32

SECTION 7.3 Fractional Shares.


                The Company will not issue a fractional share of Common Stock
upon conversion of the Securities of any Series. Instead the Company will
deliver its check for the current market value of the fractional share, or other
securities as applicable. The current market value of a fraction of a share, or
other securities as applicable, is determined by multiplying the current market
price of a full share, or other securities as applicable, by the fraction and
rounding the result to the nearest cent.


                For purposes of this Section 7.3, but not of Sections 7.7 and
7.8 the current market price of a share of Common Stock is the last reported
sale price of the Common Stock on the New York Stock Exchange--Composite Tape on
the last trading day prior to the conversion date. In the absence of such
quotation, the Company shall determine the current market price on the basis of
such quotations as it considers appropriate.

SECTION 7.4 Taxes on Conversion.

                Conversion price adjustments or omissions in making such
adjustments may, under certain circumstances, be deemed to be distributions that
could be taxable as dividends under the Internal Revenue Code to Holders of
Securities or holders of Common Stock.

                If a Holder of the Securities of a Series converts its
Securities, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of shares of Common Stock upon the conversion.
However, the Holder shall pay any other tax which is due.

SECTION 7.5 Company to Provide Stock.

                The Company shall reserve out of its authorized but unissued
Common Stock or its Common Stock held in treasury enough shares of Common Stock
to permit the conversion of the Securities of any Series.

                All shares of Common Stock which may be issued upon conversion
of the Securities of any Series shall be fully paid and non-assessable.

                The Company will endeavor to comply with all securities laws
regulating the offer and delivery of shares of Common Stock upon conversion of
the Securities of any Series and will endeavor to list such shares on each
national securities exchange on which the Common Stock is then listed.

SECTION 7.6 Adjustment for Change in Capital Stock.

                The conversion price will be subject to adjustment in case of
certain events, including:

                (a) the subdivision, combination or reclassification of the
outstanding Common Stock of the Company,

                (b) the issuance of Common Stock as a dividend or distribution
on Common Stock,

                (c) the issuance of rights or warrants (expiring within 45 days
after the record date) to all holders of Common Stock entitling them to acquire
shares of Common Stock (or securities convertible


                                       27
<PAGE>   33

into or exchangeable for Common Stock) at less than the then current market
price (as defined in the supplemental indenture) of the Common Stock,

                (d) the distribution to all holders of Common Stock of shares of
any class other than Common Stock, or debt securities or assets (excluding
regular quarterly cash dividends or distributions) or rights or warrants to
purchase assets or securities of the Company (other than those referred to
above),

                (e) the issuance (with certain exceptions) of Common Stock or
securities convertible into, or exchangeable for, Common Stock at less than the
current market price of the Common Stock, or

                (f) the merger or consolidation with or into, or the sale or
conveyance of the Company's assets substantially as an entirety (computed on a
consolidated basis) to, any person.

                The conversion privilege and the conversion price in effect
immediately prior to such action shall be adjusted so that the Holder of the
Securities of a Series thereafter converted may receive the number of shares of
capital stock of the Company which he would have owned immediately following
such action if he had converted the Securities immediately prior to such action.

                The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

                If after an adjustment, a Holder of the Securities of any Series
upon conversion of such Securities may receive shares of two or more classes of
capital stock of the Company, the Company shall determine the allocation of the
adjusted conversion price between the classes of capital stock. After such
allocation, the conversion privilege and the conversion price of each class of
capital stock shall thereafter be subject to adjustment on terms comparable to
those applicable to Common Stock in this Article.

SECTION 7.7 Adjustment for Rights Issue.

                If the Company (a) distributes any rights or warrants to all
holders of its Common Stock entitling them for a period expiring within 45 days
after the record date mentioned below to purchase shares of Common Stock or
securities convertible into or exchangeable for Common Stock at a price per
share (or having a conversion or exchange price per share) less than the current
market price (as defined in Section 7.9) per share on that record date, or (b)
issues shares of Common Stock for cash or securities convertible into or
exchangeable for Common Stock to any person at a price per share (or having a
conversion or exchange price per share) less than the current market price (as
defined in Section 7.9) per share on the date of issuance, the conversion price
shall be adjusted in accordance with the formula:

                                       28
<PAGE>   34



                                                     NxP
                                                     ---
                                     C' = C x    O   + M
                                                --------
                                                     O+N



                                     where:

                        C'      = the adjusted conversion price.

                        C       = the current conversion price.

                        O       = the number of shares of Common Stock
                                  outstanding on the record date or issuance
                                  date, as applicable.

                        N       = the number of additional shares of Common
                                  Stock offered or issuable upon conversion or
                                  exchange.

                        P       = the offering, conversion or exchange price per
                                  share of the additional shares.

                        M       = the current market price per share of Common
                                  Stock on the record date or issuance date as
                                  applicable.

                Under clause (a) above, the adjustment shall become effective
immediately after the record date for the determination of stockholders entitled
to receive the rights or warrants. Under clause (b) above, the adjustment shall
be made whenever any such securities are issued and shall become effective on
the date of such issuance.

SECTION 7.8 Adjustment for Other Distributions.

                If the Company distributes to all holders of its Common Stock
any of its assets or debt securities or any rights or warrants to purchase
assets or securities of the Company, the conversion price shall be adjusted in
accordance with the formula:




                                     C' =   Cx   M-F
                                                 ---
                                                  M



                                     where:

                        C'      = the adjusted conversion price.

                        C       = the current conversion price.

                        M       = the current market price (as defined in
                                  Section 7.9) per share of Common Stock on the
                                  record date mentioned below.

                        F       = the fair market value on the record date of
                                  the assets, securities, rights or warrants
                                  applicable to one share of Common Stock. The
                                  Company shall determine the fair market value.


                                       29
<PAGE>   35

                The adjustment shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
distribution.

                This Section does not apply to quarterly cash dividends or cash
distributions paid out of consolidated current or retained earnings as shown on
the books of the Company. Also, this Section does not apply to rights or
warrants referred to in Section 7.7.

SECTION 7.9 Current Market Price.

                In Sections 7.7 and 7.8 the current market price per share of
Common Stock on any date is the average of the last reported sales prices of the
Common Stock on the New York Stock Exchange--Composite Tape for thirty
consecutive trading days commencing 45 trading days before the date in question.
In the absence of one or more such quotations, the Company shall determine the
current market price on the basis of such quotations as it considers
appropriate.

SECTION 7.10 When Adjustment May be Deferred.

                No adjustment in the conversion price need be made unless the
adjustment would require a decrease or an increase (to the extent permitted by
Section 7.11) of at least 1% in the conversion price. Any adjustments that are
not made shall be carried forward and taken into account in any subsequent
adjustment.

                All calculations under this Article shall be made to the nearest
cent or to the nearest 1/100th of a share, as the case may be.

SECTION 7.11 When No Adjustment Required.

                No upward adjustment in the conversion price will be made except
in the event of a reverse stock split.

                No adjustment need be made for issuances of shares of Common
Stock (a) to officers, directors or employees of the Company pursuant to any
benefit plan now in existence or hereafter approved by the stockholders of the
Company or (b) pursuant to the Company's plan for reinvestment of dividends, as
now in effect and as the same may be amended in accordance with its terms.

                No adjustment need be made in the conversion price of less than
1% of such price, but the same will be carried forward and taken into account in
the computation of any subsequent adjustment.

                No adjustment need be made for a change in the par value of the
Common Stock.

                To the extent the Securities of a Series become convertible into
cash, no adjustment need be made thereafter as to the cash. Interest will not
accrue on the cash.

SECTION 7.12 Notice of Adjustment.

                Whenever the conversion price is adjusted, the Company shall
promptly mail to Holders a notice of the adjustment. The Company shall file with
the Trustee a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.


                                       30
<PAGE>   36

SECTION 7.13 Voluntary Reduction.

                The Company from time to time may reduce the conversion price by
any amount for any period of time if the period is at least 20 days and if the
reduction is irrevocable during the period.

                Whenever the conversion price is reduced, the Company shall mail
to Holders a notice of the reduction. The Company shall mail the notice at least
15 days before the date the reduced conversion price takes effect. The notice
shall state the reduced conversion price and the period it will be in effect.

                A reduction of the conversion price does not change or adjust
the conversion price otherwise in effect for purposes of calculating the
adjustments required by Sections 7.6 through 7.8.

SECTION 7.14 Notice of Certain Transactions.

                If:

                (1) the Company takes any action that would require an
        adjustment in the conversion price pursuant to Sections 7.6, 7.7 or 7.8,

                (2) the Company takes any action that would require a
        supplemental indenture or Board Resolution pursuant to Section 7.15, or

                (3) there is a liquidation or dissolution of the Company,
the Company shall mail to Holders a notice stating the proposed record date for
a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, transfer, liquidation or
dissolution. The Company shall mail the notice at least 15 days before such
date. Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

SECTION 7.15 Reorganization of Company.

                   If the Company is a party to a transaction subject to Section
5.1 or a merger which reclassifies or changes its outstanding Common Stock, the
person obligated to deliver securities, cash or other assets upon conversion of
the Securities of any Series shall enter into a supplemental indenture. If the
issuer of securities deliverable upon conversion of such Securities is an
Affiliate of the surviving or transferee corporation, that issuer shall join in
the supplemental indenture.

                The applicable supplemental indenture or Board Resolution shall
provide that the Holder of a Security of any Series may convert it into the kind
and amount of securities, cash or other assets which he would have owned
immediately after the consolidation, merger or transfer if he had converted the
Security immediately before the effective date of the transaction. The
applicable supplemental indenture or Board Resolution shall provide for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Article. The successor company shall mail to
Holders a notice briefly describing the supplemental indenture.

                If this Section applies, Section 7.6 does not apply.

                                       31

<PAGE>   37

SECTION 7.16 Company Determination Final.

                Any determination that the Company or the Board of Directors
must make pursuant to Section 7.3, 7.6, 7.7, 7.8, 7.9 or 7.11 is conclusive.
SECTION 7.17 Trustee's Disclaimer.

                The Trustee has no duty to determine when an adjustment under
this Article should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether any provisions of a supplemental
indenture under Section 7.15 are correct. The Trustee makes no representation as
to the validity or value of any securities or assets issued upon conversion of
the Securities of any Series. The Trustee shall not be responsible for the
Company's failure to comply with this Article. Each conversion agent other than
the Company shall have the same protection under this Section as the Trustee.

                                  ARTICLE VIII

                                     TRUSTEE

SECTION 8.1 Duties of Trustee.

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

                (b) Except during the continuance of an Event of Default:

                        (i) The Trustee need perform only those duties that are
                specifically set forth in this Indenture and no others.

                        (ii) In the absence of bad faith on its part, the
                Trustee may conclusively rely, as to the truth of the statements
                and the correctness of the opinions expressed therein, upon
                Officers' Certificates or Opinions of Counsel furnished to the
                Trustee and conforming to the requirements of this Indenture;
                however, in the case of any such Officers' Certificates or
                Opinions of Counsel which by any provisions hereof are
                specifically required to be furnished to the Trustee, the
                Trustee shall examine such Officers' Certificates and Opinions
                of Counsel to determine whether or not they conform to the
                requirements of this Indenture.

                (c) The Trustee may not be relieved from liability for its own
        negligent action, its own negligent failure to act or its own willful
        misconduct, except that:

                        (i) This paragraph does not limit the effect of
                paragraph (b) of this Section.

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


                                       32
<PAGE>   38

                        (iii) The Trustee shall not be liable with respect to
                any action taken, suffered or omitted to be taken by it with
                respect to Securities of any Series in good faith in accordance
                with the direction of the Holders of a majority in principal
                amount of the outstanding Securities of such Series relating to
                the time, method and place of conducting any proceeding for any
                remedy available to the Trustee, or exercising any trust or
                power conferred upon the Trustee, under this Indenture with
                respect to the Securities of such Series.

                (d) Every provision of this Indenture that in any way relates to
        the Trustee is subject to paragraph (a), (b) and (c) of this Section.

                (e) The Trustee may refuse to perform any duty or exercise any
        right or power unless it receives indemnity satisfactory to it against
        any loss, liability or expense.

                (f) The Trustee shall not be liable for interest on any money
        received by it except as the Trustee may agree in writing with the
        Company. Money held in trust by the Trustee need not be segregated from
        other funds except to the extent required by law.

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

                (h) The Paying Agent, the Registrar and any authenticating agent
        shall be entitled to the protections, immunities and standard of care as
        are set forth in paragraphs (a), (b) and (c) of this Section with
        respect to the Trustee.

SECTION 8.2 Rights of Trustee.

                (a) The Trustee may rely on and shall be protected in acting or
        refraining from acting upon any document believed by it to be genuine
        and to have been signed or presented by the proper person. The Trustee
        need not investigate any fact or matter stated in the document.

                (b) Before the Trustee acts or refrains from acting, it may
        require an Officers' Certificate or an Opinion of Counsel. The Trustee
        shall not be liable for any action it takes or omits to take in good
        faith in reliance on such Officers' Certificate or Opinion of Counsel.

                (c) The Trustee may act through agents and shall not be
        responsible for the misconduct or negligence of any agent appointed with
        due care. No Depository shall be deemed an agent of the Trustee and the
        Trustee shall not be responsible for any act or omission by any
        Depository.

                (d) The Trustee shall not be liable for any action it takes or
        omits to take in good faith which it believes to be authorized or within
        its rights or powers.

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


                                       33
<PAGE>   39

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

SECTION 8.3 Individual Rights of Trustee.

                The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
8.10 and 8.11.

SECTION 8.4 Trustee's Disclaimer.

                The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its authentication.

SECTION 8.5 Notice of Defaults.

                If a Default or Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall mail to each Securityholder of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one occasion in an Authorized Newspaper, notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default. Except in the
case of a Default or Event of Default in payment on any Security of any Series,
the Trustee may withhold the notice if and so long as its corporate trust
committee or a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Securityholders of that
Series.

SECTION 8.6 Reports by Trustee to Holders.

                Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Securityholders, as their names and addresses appear on
the Security Register, and, if any Bearer Securities are outstanding, publish in
an Authorized Newspaper, a brief report dated as of such May 15, in accordance
with, and to the extent required under, TIA Section 313.

                A copy of each report at the time of its mailing to
Securityholders of any Series shall be filed with the SEC and each stock
exchange on which the Securities of that Series are listed. The Company shall
promptly notify the Trustee when Securities of any Series are listed on any
stock exchange.

SECTION 8.7 Compensation and Indemnity.

                The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable


                                       34
<PAGE>   40

out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and expenses of the Trustee's agents and counsel.

                The Company shall indemnify the Trustee (including the cost of
defending itself) against any loss, liability or expense incurred by it except
as set forth in the next paragraph in the performance of its duties under this
Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. The Company shall defend the claim
and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. This indemnification shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

                The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee or by any officer, director,
employee, shareholder or agent of the Trustee through negligence or bad faith.

                To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Securities of that Series.

                When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 8.8 Replacement of Trustee.

                A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                The Trustee may resign with respect to the Securities of one or
more Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company. The Company may remove
the Trustee with respect to Securities of one or more Series if:

                (a) the Trustee fails to comply with Section 8.10;

                (b) the Trustee is adjudged a bankrupt or an insolvent or an
        order for relief is entered with respect to the Trustee under any
        Bankruptcy Law;

                (c) a Custodian or public officer takes charge of the Trustee or
        its property; or

                (d) the Trustee becomes incapable of acting.

                If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.


                                       35
<PAGE>   41

                If a successor Trustee with respect to the Securities of any one
or more Series does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holders of at
least 10% in principal amount of the Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

                If the Trustee with respect to the Securities of any one or more
Series fails to comply with Section 8.10, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

                A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that,
the retiring Trustee shall transfer all property held by it as Trustee to the
successor Trustee subject to the lien provided for in Section 8.7, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
with respect to each Series of Securities for which it is acting as Trustee
under this Indenture. A successor Trustee shall mail a notice of its succession
to each Securityholder of each such Series and if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 8.8, the
Company's obligations under Section 8.7 hereof shall continue for the benefit of
the retiring Trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

SECTION 8.9 Successor Trustee by Merger, etc.

                If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 8.10 Eligibility; Disqualification.


                This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $50.0 million as set forth in
its most recent published annual report of condition. The Trustee shall comply
with TIA Section 310(b).


SECTION 8.11 Preferential Collection of Claims Against Company.

                The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE IX

                           SATISFACTION AND DISCHARGE

SECTION 9.1 Satisfaction and Discharge of Indenture.

                This Indenture shall upon Company Order cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


                                       36
<PAGE>   42

                (a) either

                        (i) all Securities theretofore authenticated and
                delivered (other than Securities that have been destroyed, lost
                or stolen and that have been replaced or paid) have been
                delivered to the Trustee for cancellation; or

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

                                (1)     have become due and payable, or

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

                                (3)     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, or

                                (4)     are deemed paid and discharged pursuant
                                        to Section 9.3, as applicable;

                and the Company, in the case of (1), (2) or (3) above, has
                deposited or caused to be deposited with the Trustee as trust
                funds in trust in an amount sufficient for the purpose of paying
                and discharging the entire indebtedness on such Securities not
                theretofore delivered to the Trustee for cancellation, for
                principal and interest to the date of such deposit (in the case
                of Securities which 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, the obligations of the Company to the Trustee under Section 8.7, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of
this Section or if money or obligations shall have been deposited with or
received by the Trustee pursuant to Section 9.3, the obligations of the Trustee
under Section 9.2 and Section 9.5 shall survive.

SECTION 9.2 Application of Trust Funds; Indemnification.

                (a) Subject to the provisions of Section 9.5, all money
        deposited with the Trustee pursuant to Section 9.1, all money and U.S.
        Government Obligations or Foreign Government Securities deposited with
        the Trustee pursuant to Section 9.3 or 9.4 and all money received by the
        Trustee in respect of U.S. Government Obligations or Foreign Government
        Securities deposited with the Trustee pursuant to Section 9.3 or 9.4,
        shall be held in trust and applied by


                                       37
<PAGE>   43

        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
        interest for whose payment such money has been deposited with or
        received by the Trustee or to make mandatory sinking fund payments or
        analogous payments as contemplated by Sections 9.3 or 9.4.

                (b) The Company shall pay and shall indemnify the Trustee
        against any tax, fee or other charge imposed on or assessed against U.S.
        Government Obligations or Foreign Government Securities deposited
        pursuant to Sections 9.3 or 9.4 or the interest and principal received
        in respect of such obligations other than any payable by or on behalf of
        Holders.

                (c) The Trustee shall deliver or pay to the Company from time to
        time upon Company Request any U.S. Government Obligations or Foreign
        Government Securities or money held by it as provided in Sections 9.3 or
        9.4 which, in the opinion of a nationally recognized firm of independent
        certified public accountants expressed in a written certification
        thereof delivered to the Trustee, are then in excess of the amount
        thereof which then would have been required to be deposited for the
        purpose for which such Obligations or Foreign Government Securities or
        money were deposited or received. This provision shall not authorize the
        sale by the Trustee of any U.S. Government Obligations or Foreign
        Government Securities held under this Indenture.

SECTION 9.3 Legal Defeasance of Securities of any Series.

                Unless this Section 9.3 is otherwise specified, pursuant to
Section 2.2.12, to be inapplicable to Securities of any Series, the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Securities of any such Series on the 91st day after the date of the
deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, including the provisions of Article XIII relating to subordination,
as it relates to such outstanding Securities of any such Series, shall no longer
be in effect (and the Trustee, at the expense of the Company, shall, at Company
Request, execute proper instruments acknowledging the same), except as to:

                (a) the rights of Holders of Securities of such Series to
        receive, from the trust funds described in subparagraph (d) hereof, (i)
        payment of the principal of and any installment of principal of or
        interest on the outstanding Securities of such Series on the Stated
        Maturity of such principal or installment of principal or interest and
        (ii) the benefit of any mandatory sinking fund payments applicable to
        the Securities of such Series on the day on which such payments are due
        and payable in accordance with the terms of this Indenture and the
        Securities of such Series;

                (b) the Company's obligations with respect to such Securities of
        such Series under Sections 2.4, 2.7 and 2.8; and

                (c) the rights, powers, trust and immunities of the Trustee
        hereunder and the duties of the Trustee under Section 9.2 and the duty
        of the Trustee to authenticate Securities of such Series issued on
        registration of transfer or exchange;

provided that, the following conditions shall have been satisfied:

                (d) the Company shall have deposited or caused to be deposited
        irrevocably with the Trustee as trust funds in trust for the purpose of
        making the following payments, specifically pledged as security for and
        dedicated solely to the benefit of the Holders of such Securities (i) in


                                       38
<PAGE>   44

        the case of Securities of such Series denominated in Dollars, cash in
        Dollars (or such other money or currencies as shall then be legal tender
        in the United States) and/or U.S. Government Obligations, or (ii) in the
        case of Securities of such Series denominated in a Foreign Currency
        (other than a composite currency), money and/or Foreign Government
        Securities in the same Foreign Currency, which through the payment of
        interest and principal in respect thereof, in accordance with their
        terms, will provide (and without reinvestment and assuming no tax
        liability will be imposed on such Trustee), not later than one day
        before the due date of any payment of money, an amount in cash,
        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 each installment
        of principal, (including mandatory sinking fund or analogous payments)
        of and any interest on all the Securities of such Series on the dates
        such installments of interest or principal are due;

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

                (f) such provision would not cause any outstanding Securities of
        such Series then listed on the New York Stock Exchange or other
        securities exchange to be delisted as a result thereof;

                (g) no Default or Event of Default with respect to the
        Securities of such Series shall have occurred and be continuing on the
        date of such deposit or during the period ending on the 91st day after
        such date;

                (h) the Company shall have delivered to the Trustee an Opinion
        of Counsel to the effect that (i) the Company has received from, or
        there has been published by, the Internal Revenue Service a ruling, or
        (ii) since the date of execution of this Indenture, there has been a
        change in the applicable Federal income tax law, in either case to the
        effect that, and based thereon such opinion shall confirm that, the
        Holders of the Securities of such Series will not recognize income, gain
        or loss for Federal income tax purposes as a result of such deposits,
        defeasance and discharge and will be subject to Federal income tax on
        the same amount and in the same manner and at the same times as would
        have been the case if such deposit, defeasance and discharge had not
        occurred;

                (i) the Company shall have delivered to the Trustee an Officers'
        Certificate stating that the deposit was not made by the Company with
        the intent of preferring the Holders of the Securities of such Series
        over any other creditors of the company or with the intent of defeating,
        hindering, delaying or defrauding any other creditors of the Company;
        and

                (j) 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 the defeasance contemplated by this
        Section have been complied with.

SECTION 9.4 Defeasance of Certain Obligations.

                Unless this Section 9.4 is otherwise specified pursuant to
Section 2.2.12 to be inapplicable to Securities of any Series, on and after the
91st day after the date of the deposit referred to in subparagraph (a) hereof,
the Company may omit to comply with any term, provision or condition


                                       39
<PAGE>   45

set forth under Sections 4.2, 4.3, 4.4, 4.6 and 5.1 and any other covenants
established with respect to such Series pursuant to Section 2.2 (and the failure
to comply with any such provisions shall not constitute a Default or Event of
Default under Section 6.1) and the occurrence of any event described in clause
(e) of Section 6.1 shall not constitute a Default or Event of Default hereunder,
and the provisions of Article XIII herein relating to subordination will cease
to be effective, with respect to the Securities of such Series, provided that
the following conditions shall have been satisfied:

                (a) With reference to this Section 9.4, the Company has
        deposited or caused to be irrevocably deposited (except as provided in
        Section 9.3) with the Trustee as trust funds in trust, specifically
        pledged as security for, and dedicated solely to, the benefit of the
        Holders of such Securities (i) in the case of Securities of such Series
        denominated in Dollars, cash in Dollars (or such other money or
        currencies as shall then be legal tender in the United States) and/or
        U.S. Government Obligations, or (ii) in the case of Securities of such
        Series denominated in a Foreign Currency (other than a composite
        currency), money and/or Foreign Government Securities in the same
        Foreign Currency, which through the payment of interest and principal in
        respect thereof, in accordance with their terms, will provide (and
        without reinvestment and assuming no tax liability will be imposed on
        such Trustee), not later than one day before the due date of any payment
        of money, an amount in cash, sufficient, in the opinion of a nationally
        recognized firm of independent certified public accountants expressed in
        a written certification thereof delivered to the Trustee, to pay and
        discharge each installment of principal (including mandatory sinking
        fund or analogous payments) and premium, if any, of and any interest on
        all the Securities of such Series on the dates such installments of
        interest or principal are due;

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

                (c) No Default or Event of Default with respect to the
        Securities of such Series shall have occurred and be continuing on the
        date of such deposit or during the period ending on the 91st day after
        such date;

                (d) the Company shall have delivered to the Trustee an Opinion
        of Counsel confirming that Holders of the Securities of such Series will
        not recognize income, gain or loss for federal income tax purposes as a
        result of such deposit and defeasance of certain obligations and will be
        subject to federal income tax on the same amount, in the same manner and
        at the same times as would have been the case if such deposit and
        defeasance had not occurred;

                (e) the Company shall have delivered to the Trustee an Officers'
        Certificate stating the deposit was not made by the Company with the
        intent of preferring the Holders of the Securities of such Series over
        any other creditors of the Company or with the intent of defeating,
        hindering, delaying or defrauding any other creditors of the Company;
        and

                (f) The Company shall have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent herein provided for relating to the defeasance contemplated by
        this Section have been complied with.


                                       40
<PAGE>   46

SECTION 9.5 Repayment to Company.

                The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal and interest that
remains unclaimed for two years. After that, Securityholders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

                                   ARTICLE X

                             AMENDMENTS AND WAIVERS

SECTION 10.1 Without Consent of Holders.

                The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any
Securityholder:

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

                (b) to comply with Article V;

                (c) to provide for uncertificated Securities in addition to or
        in place of certificated Securities; provided that such amendment or
        supplement does not adversely affect the rights of any Securityholders;

                (d) to make any change that does not adversely affect the rights
        of any Securityholder;

                (e) to provide for the issuance of and establish the form and
        terms and conditions of Securities of any Series as permitted by this
        Indenture;

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

                (g) to comply with requirements of the SEC in order to effect or
        maintain the qualification of this Indenture under the TIA.

SECTION 10.2 With Consent of Holders.

                The Company and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
aggregate principal amount of the outstanding Securities of each Series affected
by such supplemental indenture, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Securityholders of each such Series, except as provided in Section 6.13, the
Holders of at least a majority in aggregate principal amount of the outstanding
Securities of each Series affected by such waiver by notice to the Trustee may
waive compliance by the Company with any provision of this Indenture or the
Securities with respect to such Series.


                                       41
<PAGE>   47

                It shall not be necessary for the consent of the Holders of
Securities under this Section 10.2 to approve the particular form of any
proposed supplemental indenture or waiver, but it shall be sufficient if such
consent approves the substance thereof. After a supplemental indenture or waiver
under this section becomes effective, the Company shall mail to the Holders of
Securities affected thereby and, if any Bearer Securities affected thereby are
outstanding, publish on one occasion in an Authorized Newspaper, a notice
briefly describing the supplemental indenture or waiver. Any failure by the
Company to mail or publish such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture or waiver.

SECTION 10.3 Limitations.

                Without the consent of each Securityholder affected, an
amendment or waiver may not:

                (a) change the amount of Securities whose Holders must consent
        to an amendment, supplement or waiver; or

                (b) reduce the rate of or extend the time for payment of
        interest (including default interest) on any Security; or

                (c) reduce the principal or premium, if any, or change the
        Stated Maturity of any Security or reduce the amount of, or postpone the
        date fixed for, the payment of any sinking fund or analogous obligation;
        or

                (d) waive a Default or Event of Default in the payment of the
        principal of or interest on any Security (except a recission of
        acceleration of the Securities of any Series by the Holders of at least
        a majority in aggregate principal amount of the then outstanding
        Securities of such Series and a waiver of the payment default that
        resulted from such acceleration); or

                (e) make the Security payable in currency other than that stated
        in the Security; or

                (f) make any change in Sections 6.8, 6.13, 10.3 (this sentence),
        11.15 or 11.16; or

                (g) waive a redemption payment with respect to any Security or
        change any of the provisions with respect to the redemption of any
        Securities.

SECTION 10.4 Compliance with Trust Indenture Act.

                Every amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental indenture hereto that complies
with the TIA as then in effect.

SECTION 10.5 Revocation and Effect of Consents.

                Until an amendment or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the


                                       42
<PAGE>   48

consent as to his Security or portion of a Security if the Trustee receives the
notice of revocation before the date the amendment or waiver becomes effective.

                Any amendment or waiver once effective shall bind every
Securityholder of each Series affected by such amendment or waiver unless it is
of the type described in any of clauses (a) through (g) of Section 10.3. In that
case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

SECTION 10.6 Notation on or Exchange of Securities.

                The Trustee may place an appropriate notation about an amendment
or waiver on any Security of any Series thereafter authenticated. The Company in
exchange for Securities of that Series may issue and the Trustee shall
authenticate upon request new Securities of that Series that reflect the
amendment or waiver.

SECTION 10.7 Trustee Protected.

                In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 8.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee shall sign all
supplemental indentures, except that the Trustee need not sign any supplemental
indenture that adversely affects its rights.

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1 Trust Indenture Act Controls.

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

SECTION 11.2 Notices.

                Any notice or communication by the Company or the Trustee to the
other is duly given if in writing and delivered in person or mailed by
first-class mail:

                if to the Company:


                      Beverly Enterprises, Inc.
                      One Thousand Beverly Way
                      Fort Smith, Arkansas 72919
                      Attn: Schuyler Hollingsworth, Jr.
                            Senior Vice President and Treasurer


                                       43
<PAGE>   49

                if to the Trustee:

                       [Name of Trustee]
                       [address]

                       Attention: ____________, [title]

                The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                Any notice or communication to a Securityholder shall be mailed
by first-class mail to his address shown on the register kept by the Registrar
and, if any Bearer Securities are outstanding, published in an Authorized
Newspaper. Failure to mail a notice or communication to a Securityholder of any
Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series.

                If a notice or communication is mailed or published in the
manner provided above, within the time prescribed, it is duly given, whether or
not the Securityholder receives it.

                If the Company mails a notice or communication to
Securityholders, it shall mail a copy to the Trustee and each Agent at the same
time.

SECTION 11.3 Communication by Holders with Other Holders.

                Securityholders of any Series may communicate pursuant to TIA
Section 312(b) with other Securityholders of that Series or any other Series
with respect to their rights under this Indenture or the Securities of that
Series or all Series. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

SECTION 11.4 Certificate and Opinion as to Conditions Precedent.

                Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

                (a) an Officers' Certificate stating that, in the opinion of the
        signers, all conditions precedent, if any, provided for in this
        Indenture relating to the proposed action have been complied with; and

                (b) an Opinion of Counsel stating that, in the opinion of such
        counsel, all such conditions precedent have been complied with.

SECTION 11.5 Statements Required in Certificate or Opinion.

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                (a) a statement that the person making such certificate or
        opinion has read such covenant or condition;


                                       44
<PAGE>   50

                (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.

SECTION 11.6 Rules by Trustee and Agents.

                The Trustee may make reasonable rules for action by or a meeting
of Securityholders of one or more Series. Any Agent may make reasonable rules
and set reasonable requirements for its functions.

SECTION 11.7 Legal Holidays.

                Unless otherwise provided by Board Resolution or supplemental
indenture hereto for a particular Series, a "Legal Holiday" is a Saturday, a
Sunday, or a day on which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 11.8 No Recourse Against Others.

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

SECTION 11.9 Counterparts.

                This Indenture may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

SECTION 11.10 Governing Laws.

                THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS
INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISION
THEREOF.

SECTION 11.11 No Adverse Interpretation of Other Agreements.

                This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.


                                       45
<PAGE>   51

SECTION 11.12 Successors.

                All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 11.13 Severability.

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

SECTION 11.14 Table of Contents, Headings, Etc.

                The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

SECTION 11.15 Securities in a Foreign Currency or in ECU.

                Unless otherwise specified in an Officers' Certificate delivered
pursuant to Section 2.2 of this Indenture with respect to a particular Series of
Securities, whenever for purposes of this Indenture any action may be taken by
the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular action at the
time outstanding and, at such time, there are outstanding Securities of any
Series which are denominated in a coin or currency other than Dollars (including
ECUs), then the principal amount of Securities of such Series which shall be
deemed to be outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate at such time. For purposes of this Section 11.15, "Market Exchange Rate"
shall mean the noon Dollar buying rate in New York City for cable transfers of
that currency as published by the Federal Reserve Bank of New York; provided,
however, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Union (or any successor
thereto) as published in the Official Journal of the European Union (such
publication or any successor publication, the "Journal"). If such Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York or, in the case of ECUs,
the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question or, in the case of ECUs, in Luxembourg or such other
quotations or, in the case of ECUs, rates of exchange as the Trustee, upon
consultation with the Company, shall deem appropriate. The provisions of this
paragraph shall apply in determining the equivalent principal amount in respect
of Securities of a Series denominated in currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

                All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.


                                       46
<PAGE>   52

SECTION 11.16 Judgment Currency.

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

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1 Applicability of Article.

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

                The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein referred to as a "mandatory
sinking fund payment" and any other amount provided for by the terms of
Securities of such Series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Securities of any Series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the Securities of such
Series.

SECTION 12.2 Satisfaction of Sinking Fund Payments with Securities.

                The Company may, in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of such Series to be made
pursuant to the terms of such Securities (1) deliver outstanding Securities of
such Series to which such sinking fund payment is applicable (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit


                                       47
<PAGE>   53

Securities of such Series to which such sinking fund payment is applicable and
which have been redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers' Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 12.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust
the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

SECTION 12.3 Redemption of Securities for Sinking Fund.

                Not less than 60 days (unless otherwise indicated in the Board
Resolution or Officers' Certificate or supplemental indenture in respect of a
particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 45 days (unless otherwise indicated in the Board Resolution or
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

SECTION 13.1 Agreement to Subordinate.


                The Company, for itself, its successors and assigns, covenants
and agrees, and each Holder of Securities, by its acceptance thereof, likewise
covenants and agrees, that the payment of the principal of, and premium, if any,
and interest on each and all of the Securities is hereby expressly subordinated,
to the extent and in the manner hereinafter set forth, in right of payment to
the prior payment in full of all Senior Indebtedness.


                                       48
<PAGE>   54

SECTION 13.2 Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities.

                Upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether
in bankruptcy, insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise,

                13.2.1 the holders of all Senior Indebtedness shall be entitled
to receive payment in full in money or money's worth of the principal thereof,
premium, if any, and the interest due thereon before the Holders of the
Securities are entitled to receive any payment upon the principal of, and
premium, if any, or interest on indebtedness evidenced by the Securities.
Certain general creditors of the Company may recover more, ratably, than the
Holders of the Securities,

                13.2.2 any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XIII shall be paid by the liquidating trustee or
agent or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Indebtedness may have been issued, ratably
according to the aggregate amounts remaining unpaid on account of the principal
of, premium, if any, and interest on the Senior Indebtedness held or represented
by each, to the extent necessary to make payment in full of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


                In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by the Trustee or the Holders of the
Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, for application to the payment of
all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


                The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the sale or conveyance of its property or assets as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article V shall not be deemed a dissolution, winding
up, liquidation or reorganization of the Company for the purposes of this
Article XIII if such other corporation shall, as a part of such consolidation,
merger, sale or conveyance, comply with the conditions stated in Article V.

                Subject to the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of


                                       49
<PAGE>   55

and interest on the Securities shall be paid in full and no such payments or
distributions to the Holders of the Securities of cash, property or securities
otherwise distributable to the holders of Senior Indebtedness shall, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Securities, be deemed to be a payment by the Company to the
Holders of or on account of the Securities.

                It is understood that the provisions of this Article XIII are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the holders of Senior
Indebtedness, on the other hand. Nothing contained in this Article XIII or
elsewhere in this Indenture or in the Securities is intended to or shall impair,
as between the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders of the Securities, the obligation of the Company,
which is unconditional and absolute, to pay to the Holders of the Securities the
principal of, premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms, or to affect
the relative rights of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness. Nor shall anything herein
or in the Securities prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XIII of the
holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.

                Upon any payment or distribution of assets of the Company
referred to in this Article XIII, the Trustee, subject to the provisions of
Section 8.2, and the Holders of the Securities shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or the Holders of the Securities for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of Senior Indebtedness and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article XIII.

                If the Trustee or any Holder of Securities does not file a
proper claim or proof of debt in the form required in any proceeding referred to
above prior to 30 days before the expiration of the time to file such claim in
such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on
behalf of such Holder of Securities.

SECTION 13.3 No Payments on Securities in Event of Defaults on Designated Senior
Indebtedness.

                (a) No payments by the Company on account of principal, premium,
if any, or interest on the Securities shall be made unless full payment of
amounts then due for principal, premium, if any, sinking funds, or interest on
Designated Senior Indebtedness has been made or duly provided for in money or
money's worth. No payment by the Company on account of principal of, premium, if
any, or interest on the Securities shall be made if, at the time of such payment
or immediately after giving effect thereto, there shall exist any event of
default with respect to any Designated Senior Indebtedness (a "Non-Payment
Default") permitting the holders thereof, or any Trustee under any such
instrument, to accelerate the maturity thereof (other than a payment under
Article III if the mailing of notice of redemption pursuant to Section 3.3
relating to such payment is prior in time to such default). The Company shall
resume payments on the Securities on the date on which such Non-Payment Default
is cured, waived or ceases to exist or such Designated Senior Debt is discharged
or paid in full in money or money's worth.

                In the event that, notwithstanding the foregoing and the
provisions of Section 13.2, any payments or distribution shall be made to the
Trustee which is prohibited by the foregoing provisions of this Section and the
provisions of Section 13.2, then and in such


                                       50
<PAGE>   56

event such payment shall be paid over and delivered forthwith by the Trustee to
any representative of holders of Designated Senior Indebtedness, as their
interests may appear, for application to Designated Senior Indebtedness.


                                       51
<PAGE>   57

SECTION 13.4 Payments Permitted if no Default

                Nothing contained in this Indenture or in any of the Securities
shall (a) affect the obligation of the Company to make, or prevent the Company
from making, at any time, except as provided in Sections 13.2 and 13.3, payments
of principal of, premium, if any, or interest on the Securities, or (b) prevent
the application by the Trustee of any moneys deposited with it hereunder to the
payment of or on account of the principal of, premium, if any, or interest on
the Securities, unless the Trustee shall have received at its principal office
written notice of any event prohibiting the making of such payment more than
three Business Days prior to the date fixed for such payment or the date such
payment becomes immediately due and payable by the terms of this Indenture
(except as provided in Section 13.3 with respect to payments under Article III).

SECTION 13.5 Authorization of Holders to Trustee to Effect Subordination.

                Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XIII and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 13.6 Notice to Trustee.

                Notwithstanding the provisions of this Article XIII or any other
provisions of this Indenture, neither the Trustee nor any paying agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such paying agent, unless and until the Trustee
or such paying agent shall have received (in the case of the Trustee, at its
principal office) written notice thereof from the Company or from the holder of
any Senior Indebtedness or from the Trustee for any such Senior Indebtedness,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee; provided, however, that if at
least three Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of the principal of, premium, if any, or interest on any Security)
the Trustee shall not have received with respect to such moneys the notice
provided for in this Section 13.6, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it on or after such three Business Days prior to such date. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such Senior Indebtedness) to establish that such a notice has been
given by a holder of Senior Indebtedness or a trustee on behalf of the holders
of such Senior Indebtedness. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XIII, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior indebtedness held by such person, the extent to which such person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XIII and, if such
evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.


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<PAGE>   58

SECTION 13.7 Trustee as Holder of Senior Indebtedness.

                The Trustee shall be entitled to all the rights set forth in
this Article XIII in respect of any Senior Indebtedness at any time held by it
to the same extent as any other holder of Senior Indebtedness and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as
such Holder.

SECTION 13.8 Modification of Terms of Senior Indebtedness.

                Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including without limitation the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee.

                Notwithstanding the provisions in Article X herein, no
compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or
obligation under or in respect of, or of any of the terms, covenants or
conditions of any indenture or other instrument under which any Senior
Indebtedness is outstanding or of such Senior Indebtedness, whether or not such
release is in accordance with the provisions of any applicable document, shall
in any way alter or affect any of the provisions of this Article XIII or of the
Securities relating to the subordination thereof.

SECTION 13.9 Trustee Not Fiduciary for Senior Indebtedness.

                With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article XIII, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and shall not be liable
to any such holder if it shall pay over or distribute to or on behalf of Holders
of Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article XIII.

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<PAGE>   59

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

                                        BEVERLY ENTERPRISES, INC.



(SEAL)                                  By:
                                           -----------------------------------
                                        Name:
Attest:                                 Title:





                                        [NAME OF TRUSTEE]



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



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