<PAGE>   1
                                                                    Exhibit 4.1a

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



                             PAINE WEBBER GROUP INC.

                                       to

                                  CHEMICAL BANK



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

                             Senior Debt Securities

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

                                    Indenture

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

                           Dated as of March 15, 1988

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



================================================================================
<PAGE>   2
                               TABLE OF CONTENTS*/


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

                                   Definitions and Other Provisions
                                        of General Application

SECTION 101.  Definitions...................................................................        1
                           Act .............................................................        2
                           Affiliate........................................................        2
                           Authenticating Agent.............................................        2
                           Authorized Newspaper.............................................        2
                           Bearer Security..................................................        3
                           Board of Directors...............................................        3
                           Board Resolution.................................................        3
                           Business Day.....................................................        3
                           Commission.......................................................        3
                           Company..........................................................        3
                           Company Request..................................................        3
                             Request of the Company.........................................        3
                             Company Order..................................................        3
                             Order of the Company...........................................        3
                           Corporate Trust Office...........................................        4
                           corporation......................................................        4
                           Coupon or coupon.................................................        4
                           Defaulted Interest...............................................        4
                           Dollar...........................................................        4
                           ECU .............................................................        4
                           Euro-clear.......................................................        4
                           European Communities.............................................        4
                           Event of Default.................................................        4
                           Foreign Currency.................................................        4
                           Holder or holder.................................................        4
</TABLE>


--------

*/ This table of contents shall not, for any purpose, be deemed to be part of
the Indenture.
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
                           Indenture........................................................        5
                           interest.........................................................        5
                           Interest Payment Date............................................        5
                           Maturity.........................................................        5
                           Officers' Certificate............................................        5
                           Opinion of Counsel..............................................         5
                           Original Issue Discount Security................................         5
                           Outstanding or outstanding......................................         5
                           Paying Agent....................................................         7
                           Person or person................................................         7
                           Place of Payment................................................         7
                           Predecessor Security............................................         7
                           Redemption Date.................................................         7
                           Redemption Price................................................         8
                           Registered Security.............................................         8
                           Regular Record Date.............................................         8
                           Required Currency...............................................         8
                           Responsible Officer.............................................         8
                           Securities......................................................         8
                           Security Register and
                               Security Registrar..........................................         8
                           Special Record Date.............................................         8
                           Stated Maturity.................................................         9
                           Trustee.........................................................         9
                           Trust Indenture Act.............................................         9
                           United States...................................................         9
                           United States Alien.............................................         9
                           Vice President..................................................         9
SECTION 102.  Compliance Certificates and Opinions.........................................         9
SECTION 103.  Form of Documents Delivered to
                Trustee....................................................................        10
SECTION 104.  Acts of Holders..............................................................        11
SECTION 105.  Notices, etc., to Trustee and
                Company....................................................................        13
SECTION 106.  Notice to Holders; Waiver....................................................        14
SECTION 107.  Conflict with Trust Indenture Act............................................        15
SECTION 108.  Effect of Headings and Table of
                Contents...................................................................        15
SECTION 109.  Successors and Assigns.......................................................        15
</TABLE>
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 110.  Separability Clause..........................................................        16
SECTION 111.  Benefits of Indenture........................................................        16
SECTION 112.  Governing Law................................................................        16
SECTION 113.  Legal Holidays...............................................................        16
SECTION 114.  Moneys of Different Currencies
                To Be Segregated...........................................................        16
SECTION 115.  Payment To Be in Proper Currency.............................................        16
SECTION 116.  Language of Notices, Etc.....................................................        17

                                              ARTICLE TWO

                                            Security Forms

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

                                             ARTICLE THREE

                                            The Securities

SECTION 301.  Amount Unlimited; Issuable
                in Series..................................................................        20
SECTION 302.  Denominations................................................................        24
SECTION 303.  Execution, Authentication,
                Delivery and Dating........................................................        24
SECTION 304.  Temporary Securities.........................................................        27
SECTION 305.  Registration, Registration of
                Transfer and Exchange......................................................        30
SECTION 306.  Mutilated, Destroyed, Lost
                and Stolen Securities......................................................        34
SECTION 307.  Payment of Interest;
                Interest Rights Preserved..................................................        36
SECTION 308.  Persons Deemed Owners........................................................        37
SECTION 309.  Cancellation.................................................................        38
SECTION 310.  Computation of Interest......................................................        38
SECTION 311.  Compliance with Certain Laws
                and Regulations............................................................        39
</TABLE>
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>

                                             ARTICLE FOUR

                                      Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge
                of Indenture...............................................................        39
SECTION 402.  Application of Trust Money...................................................        41
SECTION 403.  Satisfaction, Discharge
                and Defeasance of Securities
                of Any Series..............................................................        41
SECTION 404.  Reinstatement................................................................        44
SECTION 405.  Definitions..................................................................        44

                                             ARTICLE FIVE

                                               Remedies

SECTION 501.  Events of Default............................................................        46
SECTION 502.  Acceleration of Maturity;
                Rescission and Annulment...................................................        48
SECTION 503.  Collection of Indebtedness
                and Suits for Enforcement
                by Trustee.................................................................        49
SECTION 504.  Trustee May File Proofs of Claim.............................................        50
SECTION 505.  Trustee May Enforce Claims Without
                Possession of Securities...................................................        51
SECTION 506.  Application of Money Collected...............................................        52
SECTION 507.  Limitation on Suits..........................................................        52
SECTION 508.  Unconditional Right of Holders
                to Receive Principal, Premium
                and Interest...............................................................        53
SECTION 509.  Restoration of Rights and
                Remedies...................................................................        53
SECTION 510.  Rights and Remedies Cumulative...............................................        53
SECTION 511.  Delay or Omission Not Waiver.................................................        54
SECTION 512.  Control by Holders...........................................................        54
SECTION 513.  Waiver of Past Defaults......................................................        54
SECTION 514.  Undertaking for Costs........................................................        55
</TABLE>
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 515.  Waiver of Stay or Extension Laws.............................................        55

                                              ARTICLE SIX

                                              The Trustee

SECTION 601.  Certain Duties and
                Responsibilities...........................................................        56
SECTION 602.  Notice of Defaults...........................................................        57
SECTION 603.  Certain Rights of Trustee....................................................        58
SECTION 604.  Not Responsible for Recitals
                or Issuance of Securities..................................................        59
SECTION 605.  May Hold Securities..........................................................        60
SECTION 606.  Money Held in Trust..........................................................        60
SECTION 607.  Compensation and Reimbursement...............................................        60
SECTION 608.  Disqualification;
                Conflicting Interests......................................................        61
SECTION 609.  Corporate Trustee Required;
                Eligibility................................................................        68
SECTION 610.  Resignation and Removal;
                Appointment of Successor...................................................        68
SECTION 611.  Acceptance of Appointment
                by Successor...............................................................        70
SECTION 612.  Merger, Conversion, Consolidation
                or Succession to Business..................................................        72
SECTION 613.  Preferential Collection
                of Claims Against Company..................................................        72
SECTION 614.  Appointment of
                Authenticating Agent.......................................................        77

                                             ARTICLE SEVEN

                           Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company To Furnish Trustee Names
                and Addresses of Holders...................................................        80
SECTION 702.  Preservation of Information;
                Communications to Holders..................................................        80
SECTION 703.  Reports by Trustee...........................................................        82
</TABLE>
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 704.  Reports by Company...........................................................        84

                                             ARTICLE EIGHT

                                  Consolidation, Merger, Conveyance,
                                           Transfer or Lease

SECTION 801.  Company May Consolidate, Etc.,
                Only on Certain Terms......................................................        85
SECTION 802.  Successor Corporation Substituted............................................        86

                                             ARTICLE NINE

                                        Supplemental Indentures

SECTION 901.  Supplemental Indentures
                Without Consent of Holders.................................................        87
SECTION 902.  Supplemental Indentures
                With Consent of Holders....................................................        88
SECTION 903.  Execution of Supplemental
                Indentures.................................................................        90
SECTION 904.  Effect of Supplemental
                Indentures.................................................................        90
SECTION 905.  Conformity With Trust
                Indenture Act..............................................................        91
SECTION 906.  Reference in Securities
                to Supplemental Indentures.................................................        91

                                              ARTICLE TEN

                                               Covenants

SECTION 1001. Payment of Principal,
                Premium and Interest.......................................................        91
SECTION 1002. Maintenance of Office or Agency..............................................        91
SECTION 1003. Money for Securities Payments
                to be Held in Trust........................................................        93
SECTION 1004. Statement by Officers
                as to Default..............................................................        95
</TABLE>
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 1005. Waiver of Certain Covenants..................................................        96
SECTION 1006. Additional Amounts...........................................................        96
SECTION 1007. No Lien Created, etc.........................................................        97
SECTION 1008. Limitation on Liens..........................................................        97
SECTION 1009. Certain Definitions..........................................................        99

                                            ARTICLE ELEVEN

                                       Redemption of Securities

SECTION 1101. Applicability of Article.....................................................       100
SECTION 1102. Election to Redeem;
                Notice to Trustee..........................................................       101
SECTION 1103. Selection by Trustee
                of Securities to be Redeemed...............................................       101
SECTION 1104. Notice of Redemption.........................................................       102
SECTION 1105. Deposit of Redemption Price..................................................       102
SECTION 1106. Securities Payable
                on Redemption Date.........................................................       103
SECTION 1107. Securities Redeemed in Part..................................................       104

                                            ARTICLE TWELVE

                                             Sinking Funds

SECTION 1201. Applicability of Article.....................................................       104
SECTION 1202. Satisfaction of Sinking Fund
                Payments With Securities...................................................       105
SECTION 1203. Redemption of Securities
                for Sinking Fund...........................................................       105

                                           ARTICLE THIRTEEN

                                   Meetings of Holders of Securities

SECTION 1301. Purposes for Which Meetings
                May Be Called..............................................................       106
SECTION 1302. Call, Notice and Place
                of Meetings................................................................       106
</TABLE>
<PAGE>   9
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 1303. Persons Entitled To Vote
                at Meetings................................................................       107
SECTION 1304. Quorum; Action...............................................................       107
SECTION 1305. Determination of Voting Rights;
                Conduct and Adjournment
                of Meetings................................................................       108
SECTION 1306. Counting Votes and
                Recording Action of Meetings...............................................       109
</TABLE>
<PAGE>   10
                                         PAINE WEBBER GROUP INC.

                                      Reconciliation and Tie Between
                                     Trust Indenture Act of 1939 and
                                 Indenture, dated as of March 15, 1988 */
                                 ------------------------------------- -


<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                       Indenture Section
  -----------                                                                       -----------------
<S>                            <C>                                                  <C>
Section 310(a)(1)             ..................................................    609
           (a)(2)             ..................................................    609
           (a)(3)             ..................................................    Not Applicable
           (a)(4)             ..................................................    Not Applicable
           (b)                ..................................................    608
                                                                                    610
Section 311(a)                ..................................................    613(a)
           (b)                ..................................................    613(b)
           (b)(2)             ..................................................    703(a)(2)
                                                                                    703(b)
Section 312(a)                ..................................................    701
                              ..................................................    702(a)
           (b)                ..................................................    702(b)
           (c)                ..................................................    702(c)
Section 313(a)                ..................................................    703(a)
           (b)                ..................................................    703(b)
           (c)                ..................................................    703(a)
                                                                                    703(b)
           (d)                ..................................................    703(c)
Section 314(a)                ..................................................    704
           (b)                ..................................................    Not Applicable
           (c)(1)             ..................................................    102
           (c)(2)             ..................................................    102
           (c)(3)             ..................................................    Not Applicable
           (d)                ..................................................    Not Applicable
           (e)                ..................................................    102
Section 315(a)                ..................................................    601(a)
           (b)                ..................................................    602
</TABLE>


--------

*/    This reconciliation and tie shall not, for any purpose, be deemed not be a
part of the Indenture.
<PAGE>   11
<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                       Indenture Section
  -----------                                                                       -----------------
<S>                            <C>                                                  <C>
                                                                                    703(a)(6)
           (c)                ..................................................    601(b)
           (d)                ..................................................    601(c)
           (d)(1)             ..................................................    601(a)(1)
           (d)(2)             ..................................................    601(c)(2)
           (d)(3)             ..................................................    601(c)(3)
           (e)                ..................................................    514
Section 316(a)                ..................................................    101
           (a)(1)(A)          ..................................................    502
                              ..................................................    512
           (a)(1)(B)          ..................................................    513
           (a)(2)             ..................................................    Not Applicable
           (b)                ..................................................    508
Section 317(a)(1)             ..................................................    503
           (a)(2)             ..................................................    504
           (b)                ..................................................    1003
Section 318(a)                ..................................................    107
</TABLE>
<PAGE>   12
                        INDENTURE, dated as of March 15, 1988, between PAINE
                  WEBBER GROUP INC., a corporation duly organized and existing
                  under the laws of the State of Delaware (herein called the
                  "Company"), having its principal office at 1285 Avenue of the
                  Americas, New York, New York 10019 and Chemical Bank, a
                  corporation duly organized and existing under the laws of the
                  State of New York, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

            All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.


            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

            SECTION 101. Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:
<PAGE>   13
            (1) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;

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

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted at the date of such computation; and

            (4) the words "herein", "hereof" and "hereunder" and other words of
      similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision.

            Certain terms, used principally within an Article of this Indenture,
may be defined in that Article.

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

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

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 615 to act on behalf of


                                        2
<PAGE>   14
the Trustee to authenticate securities of one or more series.

            "Authorized Newspaper" means a newspaper of general circulation in
the place of publication, printed in the official language of the country of
publication and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

            "Bearer Security" means any Security which is not registered in the
Security Register as to principal (including without limitation any Security in
temporary or definitive global bearer form).

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

            "Business Day", when used with respect to any Place of Payment or
place of publication, means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
place of publication are authorized or obligated by or pursuant to law,
regulation or executive order to close or as specified for a series of
Securities pursuant to Section 301 or as specified for any Security in such
Security.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is


                                        3
<PAGE>   15
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

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

            "Company Request", "Request of the Company", "Company Order" or
"Order of the Company" means a written request or order 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 Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

            "Corporate Trust Office" means the office of the Trustee in New
York, New York at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
55 Water Street, New York, N.Y. 10041.

            "corporation" includes corporations, associations, companies and
business trusts.

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

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

            "Dollar" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

            "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.


                                        4
<PAGE>   16
            "Euro-clear" means the operator of the Euro-clear System.

            "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

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

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

            "Holder" or "holder" means, with respect to a Registered Security,
the Person in whose name at the time a particular Registered Security is
registered in the Security Register and, with respect to a Bearer Security
and/or Coupon, the bearer thereof.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

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

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

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


                                        5
<PAGE>   17
            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or any Vice
President, and by the Treasurer, the Controller, the Secretary or any Assistant
Treasurer, Assistant Controller or Assistant Secretary, of the Company, and
delivered to the Trustee. Each such Officers' Certificate shall contain the
statements provided in Section 102, if applicable.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company and who shall be acceptable to the
Trustee. Each Opinion of Counsel shall contain the statements provided in
Section 102, if applicable.

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

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

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

            (ii) Securities for whose payment or redemption money in the
      necessary amount and in the required currency or currency unit has been
      theretofore deposited with the Trustee or any Paying Agent (other than the
      Company) in trust or set aside and segregated in trust by the Company (if
      the Company shall act as its own Paying Agent) for the Holders of such
      Securities; provided that, if such Securities are to be redeemed, notice
      of such redemption has been duly given pursuant to this Indenture or
      provision therefor satisfactory to the Trustee has been made; and


                                       6
<PAGE>   18
            (iii) Securities which have been paid pursuant to Section 306 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Outstanding Securities or the
number of votes entitled to be cast by each Holder of a Security in respect of
such Security at any such meeting (i) the principal amount of an Original Issue
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 502, (ii) the principal amount of a Security
denominated in a Foreign Currency or currency unit shall be the Dollar
equivalent (as determined by the Company in good faith) as of the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the Dollar equivalent (as determined by the
Company in good faith) of the amount determined as provided in (i) above) of
such Security, and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, or upon
any such determination as to the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act


                                       7
<PAGE>   19
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest, if any, on any Securities on
behalf of the Company.

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
1002, the principal of (and premium, if any) and interest on the Securities of
that series are payable as specified in accordance with Section 301.

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

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

            "Redemption Price", when used with respect to any Security to be
redeemed, means the price, in the currency or currency unit in which such
Security is payable, at which it is to be redeemed pursuant to this Indenture.


                                       8
<PAGE>   20
            "Registered Security" means any Security (including without
limitation any Security in temporary or definitive global registered form) which
is registered in the Security Register.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Fully Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301, which date shall be,
unless otherwise specified pursuant to Section 301, the fifteenth day preceding
such Interest Payment Date, whether or not such day shall be a Business Day.

            "Required Currency" has the meaning specified in Section 115.

            "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice chairman of the board of directors, the chairman or any
vice chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

            "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

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


                                       9
<PAGE>   21
            "Stated Maturity", when used with respect to any Security (or
Coupon, if any, representing an installment of interest) or any installment of
principal thereof or interest thereon, means the date specified in such Security
(or Coupon) as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as provided
in Section 905.

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

            "United States Alien" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non- resident alien fiduciary of a foreign estate or trust.

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


                                       10
<PAGE>   22
            SECTION 102. Compliance Certificates and Opinions. Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

            (2) 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;

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

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

            SECTION 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified


                                       11
<PAGE>   23
Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.

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

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

            SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing. If Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders of such series may,


                                       12
<PAGE>   24
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record are delivered to the Trustee and, where
it is hereby expressly required, to the Company. Such instrument or instruments
or record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1306.

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

            (c) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depositary, wherever


                                       13
<PAGE>   25
situated, showing that at the date therein mentioned such Person had on deposit
with such depositary, or exhibited to it, the Bearer Securities therein
described; or such facts may be proved by the certificate or affidavit of the
Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may assume
that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, (2) such Bearer Security is produced to the Trustee
by some other Person, (3) such Bearer Security is surrendered in exchange for a
Registered Security or (4) such Bearer Security is no longer Outstanding.

            (d) The fact and date of execution of any such instrument or writing
pursuant to clause (c) above, the authority of the Person executing the same and
the principal amount and serial numbers of Bearer Securities held by the Person
so executing such instrument or writing and the date of holding the same may
also be proved in any other manner which the Trustee deems sufficient; and the
Trustee may in any instance require further proof with respect to any of the
matters referred to in this clause.

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

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

            (g) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its


                                       14
<PAGE>   26
option, by or pursuant to a Board Resolution, fix in advance a record date for
the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after the
record date.

            SECTION 105. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

            (1) the Trustee by any Holder or by the Company shall be made,
      given, furnished or filed in writing to or with the Trustee at its
      Corporate Trust Office, Attention: Corporate Trustee Administration
      Department and unless otherwise herein expressly provided, any such
      document shall be deemed to be sufficiently made, given, furnished or
      filed upon its receipt by a Responsible Officer of the Trustee assigned to
      its Corporate Trustee Administration Department, or

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


                                       15
<PAGE>   27
      at any other address previously furnished in writing to the Trustee by the
      Company, Attention: Secretary.

            SECTION 106. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event:

            (i) if any of the Securities affected by such event are Registered
      Securities, such notice shall be sufficiently given (unless otherwise
      herein expressly provided) if in writing and mailed, first-class postage
      prepaid, to each Holder affected by such event, at his address as it
      appears in the Security Register, within the time prescribed for the
      giving of such notice, and

            (ii) if any of the Securities affected by such event are Bearer
      Securities, such notice shall be sufficiently given (unless otherwise
      herein expressly provided or unless otherwise specified in such
      Securities) if published once in an Authorized Newspaper in New York City
      and London and such other cities as shall be specified with respect to
      such Securities and mailed to such Persons whose names and addresses were
      previously filed with the Trustee within the two preceding years pursuant
      to Section 703(d), within the time prescribed for the giving of such
      notice.

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


                                       16
<PAGE>   28
            In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

            SECTION 107. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

            SECTION 108. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            SECTION 109. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

            SECTION 110. Separability Clause. In case any provision in this
Indenture or in the Securities or Coupons shall be invalid, illegal or
unenforceable, the validity,


                                       17
<PAGE>   29
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            SECTION 111. Benefits of Indenture. Nothing in this Indenture or in
the Securities or Coupons, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

            SECTION 112. Governing Law. This Indenture and the Securities and
Coupons shall be governed by and construed in accordance with the laws of the
State of New York.

            SECTION 113. Legal Holidays. Except as otherwise specified as
contemplated by Section 301, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities or Coupons, if any) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as it made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be, to the next succeeding Business Day at
such Place of Payment.

            SECTION 114. Moneys of Different Currencies To Be Segregated. The
Trustee shall segregate moneys, funds and accounts held by the Trustee hereunder
in one currency (or unit thereof) from any moneys, funds or accounts in any
other currencies (or units thereof), notwithstanding any provision herein which
would otherwise permit the Trustee to commingle such amounts.

            SECTION 115. Payment To Be in Proper Currency. In the case of any
Security denominated in any particular currency or currency unit (the "Required
Currency"), except


                                       18
<PAGE>   30
as otherwise provided herein, therein or in or pursuant to the related Board
Resolution or supplemental indenture, the obligation of the Company to make any
payment of principal, premium or interest thereon shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any
currency or currency unit other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable. If any such tender or
recovery is made in other than the Required Currency, the Trustee may take such
actions as it considers appropriate to exchange such other currency or currency
unit for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of the Required Currency then due
and payable and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the
Required Currency by the Trustee, is less than the full amount of the Required
Currency then due and payable.

            SECTION 116. Language of Notices, Etc. Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in an official language of the country of publication.


                                   ARTICLE TWO

                                 Security Forms

            SECTION 201. Forms Generally. The Securities of each series and the
Coupons, if any, to be attached thereto shall be in substantially the forms
(including temporary or definitive global form) as shall be established by or
pursuant to a Board Resolution or in one or more indentures


                                       19
<PAGE>   31
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of the Securities and Coupons, if any. If the forms
of Securities or Coupons of any series (or any such temporary or definitive
global Security) are established by, or by action taken pursuant to a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any action taken pursuant thereto, which Board Resolution or record of such
action shall have attached thereto a true and correct copy of the forms of
Security approved by or pursuant to such Board Resolution, shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities (to any such
temporary or definitive global Security) or Coupons.

            Unless otherwise specified as contemplated by Section 301,
Securities in bearer form shall have interest Coupons attached.

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

            SECTION 202. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication shall be in substantially the following
form:

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


                                       20
<PAGE>   32
                              (full name of Trustee]
                               as Trustee

                              By ______________________________
                                 Authorized Officer

            SECTION 203. Securities in Global Form. If Securities of a series
are issuable in global form, as specified as contemplated by Section 301, then,
notwithstanding clause (8) of Section 301 and the provisions of Section 302,
such Security shall represent such of the Outstanding Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount,
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee shall deliver and redeliver any
Security in definitive global bearer form in the manner and upon written
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

            The provisions of the last sentence of Section 303 shall apply to
any Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the


                                       21
<PAGE>   33
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303.

            Notwithstanding the provisions of Section 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of and
any premium and any interest on any Security in definitive global form shall be
made to the Person or Persons specified therein.

            Notwithstanding the provisions of Section 308 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat a Person as the Holder of such principal
amount of Outstanding Securities represented by a definitive global Security as
shall be specified in a written statement of the Holder of such definitive
global Security or, in the case of a definitive global Security in bearer form,
of Euro-clear or CEDEL S.A. which is produced to the Trustee by such Person.


                                  ARTICLE THREE

                                 The Securities

            SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, arid set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

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


                                       22
<PAGE>   34
            (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 304, 305, 306, 906 or 1107
      and except for any Securities which, pursuant to Section 303 are deemed
      never to have been authenticated and delivered hereunder);

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

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

            (5) the place or places where the principal of (and premium, if any)
      and interest, if any, on any of the Securities and Coupons, if any of the
      series shall be payable and the office or agency for the Securities of the
      series maintained by the Company pursuant to Section 1002;

            (6) the period or periods within which, the price or prices at which
      and the terms and conditions upon which any of the Securities and any
      Coupons of the series may be redeemed, in whole or in part, at the option
      of the Company;

            (7) the terms of any sinking fund and the obligation, if any, of the
      Company to redeem or purchase 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


                                       23
<PAGE>   35
      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;

            (8) if other than denominations of $1,000, if registered, and
      $5,000, if bearer, and in any integral multiple of the applicable
      denominations for Securities denominated in Dollars, the denominations in
      which the Securities of the series shall be issuable;

            (9) if other than the principal amount thereof, the portion of the
      principal amount of any of the Securities of the series which shall be
      payable upon declaration of acceleration of the Maturity thereof pursuant
      to Section 502;

            (10) the application, if any, of Section 403, or such other means of
      satisfaction and discharge as may be specified for the Securities and
      Coupons, if any, for a series;

            (11) any deletions or modifications of or additions to the Events of
      Default set forth in Section 501 or covenants of the Company set forth in
      Article Ten pertaining to the Securities of the series (including without
      limitation whether the provisions of Section 1008 shall not be applicable
      to the Securities of the series);

            (12) the forms of the Securities and Coupons, if any, of the series;

            (13) if other than Dollars, the coin or currency or currencies, or
      currency unit or units, in which payment of the principal of (and premium,
      if any) and interest, if any, on any of the Securities of the series shall
      be payable and the Dollar Determination Agent, if any, for such series;

            (14) if the principal of (and premium, if any) or interest, if any,
      on any of the Securities of the series are to be payable at the election
      of the Company


                                       24
<PAGE>   36
      or a Holder thereof, or under some or all other circumstances, in a coin
      or currency or currencies, or currency unit or units, other than that in
      which the Securities are denominated, the period or periods within which,
      and the terms and conditions upon which, such election may be made, or the
      other circumstances under which any of the Securities are to be so
      payable, and any provision requiring the Holder to bear currency exchange
      costs by deduction from such payments;


            (15) if the amount of payments of principal (and premium, if any) or
      interest, if any, on any of the Securities of the series may be determined
      with reference to an index based on (i) a coin or currency or currencies,
      or currency unit or units other than that in which such Securities are
      stated to be payable or (ii) any method not inconsistent with the
      provisions of this Indenture specified in or pursuant to such Board
      Resolution, then in each case (i) and (ii) the manner in which such
      amounts shall be determined;

            (16) whether the Securities of the series are to be issued as
      Registered Securities or Bearer Securities (with or without Coupons),
      whether Bearer Securities may be exchanged for Registered Securities of
      the series and whether Registered Securities may be exchanged for Bearer
      Securities of the series (if permitted by applicable laws and regulations)
      and the circumstances under which and the place or places where any such
      exchanges, if permitted, may be made; and whether any Securities of the
      series are to be issuable initially in temporary global form and whether
      any Securities of the series are to be issuable in definitive global form
      with or without coupons and, if so, whether beneficial owners of interests
      in any such definitive global Security may exchange such interests for
      Securities of such series and of like tenor of any authorized form and
      denomination and the circumstances under which and the place or places
      where any such exchanges may occur, if other than in the manner provided
      in Section 305;


                                       25
<PAGE>   37
            (17) whether and under what circumstances and with what procedures
      and documentation the Company will pay additional amounts on any of the
      Securities and Coupons, if any, of the series to any Holder who is not a
      U.S. Person (including a definition of such term), in respect of any tax
      assessment or governmental charge withheld or deducted and, if so, whether
      the Company will have the option to redeem such Securities rather than pay
      additional amounts (and the terms of any such option);

            (18) the Person to whom any interest on any Registered Security of
      the series shall be payable, if other than the Person in whose name that
      Security (or one or more Predecessor Securities) is registered at the
      close of business on the Regular Record Date for such interest, the manner
      in which, or the Person to whom, any interest on any Bearer Security of
      the series shall be payable, if otherwise than upon presentation and
      surrender of the Coupons appertaining thereto as they severally mature and
      to the extent to which, or the manner in which, any interest payable on a
      temporary global Security on an Interest Payment Date will be paid if
      other than in the manner provided in Section 304; and

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

            All Securities of any one series and the Coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to the Board Resolution referred to above and (subject
to Section 303) set forth in the Officers' Certificate referred to above or in
any such indenture supplemental hereto.

            At the option of the Company, interest on the Registered Securities
of any series that bears interest may


                                       26
<PAGE>   38
be paid by mailing a check to the address of any Holder as such address shall
appear in the Securities Register.

            If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
together with such Board Resolution shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate setting forth the terms of the series.

            SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series denominated in Dollars shall be issuable
in denominations of $l,000, if registered, and $5,000, if bearer, and in any
integral multiple of the applicable denominations. Securities of each series
shall be numbered, lettered or otherwise distinguished in such manner or in
accordance with such plan as the officers of the Company executing the same may
determine with the approval of the Trustee.

            SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by manual or facsimile
signatures of its Chairman, its President or any of its Vice Presidents or its
Treasurer, under its corporate seal reproduced thereon attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries. Any
Coupons shall be executed on behalf of the Company by the manual or facsimile
signature of any such officer of the Company.

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


                                       27
<PAGE>   39
            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series, together
with any Coupons appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security (including any
temporary Bearer Security issued pursuant to Section 304 which is not in global
form) shall be mailed or otherwise delivered to any location in the United
States; and provided further that a Bearer Security may be delivered outside the
United States in connection with its original issuance only if the Person
entitled to receive such Bearer Security (including any temporary Bearer
Security issued pursuant to Section 304 which is not in global form) shall have
furnished a certificate in the form set forth in Exhibit A.l to this Indenture,
dated no earlier than 15 days prior to the earlier of the date on which such
Bearer Security is delivered and the date on which any temporary Security first
becomes exchangeable for such Bearer Security in accordance with the terms of
such temporary Security and this Indenture. A confirmation in the form set forth
in Exhibit A.5 to this Indenture shall be sent to each purchaser of a Bearer
Security. If any Security shall be represented by a definitive global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such definitive global Bearer Security. Except as permitted by
Section 306, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant Coupons for interest then matured have been detached and
canceled.

            If the forms or terms of the Securities of the series and any
related Coupons have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 201 and 301, in authenticating such
Securities, and


                                       28
<PAGE>   40
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating:

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

            (b) if the terms of such Securities and any Coupons have been or are
      to be established by or pursuant to a Board Resolution as permitted by
      Section 301, that such terms (or in the case of the issuance of Securities
      pursuant to the next paragraph, the procedures for determining such terms)
      have been established in conformity with the provisions of this Indenture;
      and

            (c) that such Securities, together with any Coupons appertaining
      thereto, when authenticated and delivered by the Trustee and issued by the
      Company in the manner and subject to any conditions specified in such
      Opinion of Counsel, will constitute valid and legally binding obligations
      of the Company, entitled to the benefits of the Indenture and enforceable
      in accordance with their terms, subject, as to enforcement, to
      bankruptcy, insolvency, reorganization and other laws of general
      applicability relating to or affecting the enforcement of creditors'
      rights and to general equity principles.

If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


                                       29
<PAGE>   41
            Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

            If a Board Resolution relating to such Securities shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities, including procedures to determine the interest
rate, Stated Maturity, date of issuance and other terms of such Securities, and
such Company Order or procedures may authorize authentication and delivery of
Securities pursuant to oral instructions from the Company or its authorized
agent, which instructions shall be promptly confirmed in writing.

            Each Registered Security shall be dated the date of its
authentication; and each Bearer Security and any Bearer Security in global form
shall be dated as of the date of original issuance of the first Security of such
series to be issued.

            No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been duly authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309
together with a written statement


                                       30
<PAGE>   42
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

            SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form or, if authorized, in
bearer form with one or more Coupons or without Coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced conclusively by
their execution of such Securities. In the case of any series issuable as Bearer
Securities, such temporary Securities may be in global form.

            Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to Section
1002 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series (accompanied
by any unmatured Coupons appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like aggregate
principal amount of definitive Securities of the same series and of like tenor
or authorized


                                       31
<PAGE>   43
denominations and having the same terms and conditions; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Registered Security; and provided further that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303.

            If temporary Securities of any series are issued in global form, any
such temporary global Securities shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

            Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, definitive
global form, or any combination thereof, as specified as contemplated by Section
301, and, if any combination thereof is so specified, as requested by the
beneficial owner thereof; provided, however, that, unless otherwise specified in
such temporary global Security, upon such presentation by the Common Depositary,
such temporary global Security shall be


                                       32
<PAGE>   44
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euro-clear as to the portion of such temporary global Security held
for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by CEDEL S.A. as to the portion of such
temporary global Security held for its account then to be exchanged, each in the
form set forth in Exhibit A.2 to this Indenture; and provided further that
definitive Bearer Securities (including a definitive global Bearer Security)
shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.

            Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the beneficial owner instructs
Euro-clear or CEDEL S.A., as the case may be, to request such exchange on his
behalf and delivers to Euro-clear or CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit A.l to this Indenture, dated no
earlier than 15 days prior to the Exchange Date, copies of which certificate in
blank shall be available from the offices of Euro-clear, CEDEL S.A., the
Trustee, any Authenticating Agent appointed for such series of Securities and
any Paying Agent appointed for such series of Securities. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices of
Euro-clear or CEDEL S.A. The definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall be
delivered only outside the United States.

            Until exchanged in full as herein above provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as


                                       33
<PAGE>   45
definitive Securities of the same series and of like tenor authenticated and
delivered hereunder, except that, unless otherwise specified as contemplated by
Section 301, interest payable on a temporary global Security on an Interest
Payment Date for Securities of such series occurring prior to the applicable
Exchange Date shall be payable to Euro-clear and CEDEL S.A. on such Interest
Payment Date upon delivery by Euro-clear and CEDEL S.A. to the Trustee of a
certificate or certificates in the form set forth in Exhibit A.3 to this
Indenture, for credit without further interest on or after such Interest Payment
Date to the respective accounts of the Persons who are the beneficial owners of
such temporary global Security (or to such other accounts as they may direct) on
such Interest Payment Date and who have each delivered to Euro-clear or CEDEL
S.A., as the case may be, a certificate in the form set forth in Exhibit A.4 to
this Indenture. Any interest so received by Euro-clear and CEDEL S.A. and not
paid as herein provided shall be returned to the Trustee immediately prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company in accordance with Section 1003.

            SECTION 305. Registration, Registration of Transfer and Exchange.
The Company shall cause to be kept at an office or agency to be maintained by
the Company in accordance with Section 1002 a register (the "Security Register")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Registered Securities and the
registration of transfers of Registered Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities as herein provided.

            Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency of the Company maintained
pursuant to Section 1002 for such purpose in a Place of Payment for such series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Registered Securities of the same series of any authorized denominations and of
a like


                                       34
<PAGE>   46
aggregate principal amount and tenor and having the same terms and conditions.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor and
having the same terms and conditions, upon surrender of the Securities to be
exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Bearer Securities may not be issued in exchange for
Registered Securities.

            At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor and having the
same terms and conditions, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured Coupons and all
matured Coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured Coupon or Coupons or matured
Coupon or Coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company in an
amount equal to the face amount of such missing Coupon or Coupons, or the
surrender of such missing Coupon or Coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
Coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
Coupons shall be payable only upon presentation and surrender of those Coupons
at an office or agency located outside the United States. Notwithstanding the.
foregoing, in case a Bearer Security of any series is


                                       35
<PAGE>   47
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor after the close of Business at such office or
agency on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.

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

            Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any definitive global Bearer Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a definitive global Bearer Security are entitled to exchange such
interests for, Securities of such series and of like tenor and principal amount
of another authorized form and denomination, as specified as contemplated by
Section 301, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such definitive global Bearer Security, executed by
the Company. On or after the earliest date on which such interests may be so
exchanged, such definitive global Bearer Security shall be surrendered by the
Common Depositary or such other depositary or Common Depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the


                                       36
<PAGE>   48
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such definitive global
Bearer Security, an equal aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such definitive global Bearer Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; provided,
however, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series to
be redeemed and ending on the relevant Redemption Date; and provided further
that no Bearer Security delivered in exchange for a portion of a definitive
global Security shall be mailed or otherwise delivered to any location in the
United States. If a Registered Security is issued in exchange for any portion of
a definitive global Bearer Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such definitive global
Bearer Security is payable in accordance with the provisions of this Indenture.

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


                                       37
<PAGE>   49
Securities surrendered upon such registration of transfer or exchange.

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before any selection of Securities of that
series to be redeemed and ending at the close of business on (A) if Securities
of the series are issuable only as Registered Securities, the day of the mailing
of the relevant notice of redemption and (B) if Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption or, if Securities of the series are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption, in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like
tenor; provided, that such Registered Security shall be simultaneously
surrendered for redemption.


                                       38
<PAGE>   50
            SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security or Security with a mutilated Coupon appertaining to it 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 with the same terms and conditions
and bearing a number not contemporaneously outstanding with Coupons
corresponding to the Coupons, if any, pertaining to the surrendered Security.

            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
or Coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
Coupon appertains (upon surrender to the Trustee of such Security with all
appurtenant Coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and with the same terms and
conditions and bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

            In case any such mutilated, destroyed, lost or stolen Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security or Coupon, pay such Security
or Coupon; provided, however, that principal of (and premium, if any) and any
interest on Bearer Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon


                                       39
<PAGE>   51
presentation and surrender of the Coupons appertaining thereto.

            Upon the issuance of any new Security or Coupon 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 or Coupon of any series issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Security or Coupon
shall constitute an original additional contractual obligation of the Company,
whether or not the mutilated, 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 or
Coupons 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 or Coupons.

            SECTION 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

            Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be


                                       40
<PAGE>   52
paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below:

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on a Special Record Date for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security of such series and the date of the proposed
      payment, and at the same time the Company shall deposit with the Trustee
      an amount of money equal to the aggregate amount proposed to be paid in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to the Trustee for such deposit prior to the date of the proposed payment,
      such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest as in this Clause provided.
      Thereupon the Trustee shall fix a Special Record Date for the payment of
      such Defaulted Interest which shall be not more than 15 days and not less
      than 10 days prior to the date of the proposed payment and not less than
      10 days after the receipt by the Trustee of the notice of the proposed
      payment. The Trustee shall promptly notify the Company of such Special
      Record Date and, in the name and at the expense of the Company, shall
      cause notice of the proposed payment of such Defaulted Interest and the
      Special Record Date therefor to be mailed, first-class postage prepaid,
      to each Holder of Securities of such series at his address as it appears
      in the Security Register, not less than 10 days prior to such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities of
      such series (or their respective Predecessor Securities) are registered at
      the close of business on such Special Record Date and shall no longer be
      payable pursuant to the following Clause (2).


                                       41
<PAGE>   53
            (2) The Company may make payment of any Defaulted Interest on the
      Registered Securities of any series in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which
      such Securities may be listed, and upon such notice as may be required by
      such exchange, if, after notice given by the Company to the Trustee of the
      proposed payment pursuant to this Clause, such manner of payment shall be
      deemed practicable by the Trustee.

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

            SECTION 308. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Register Security is registered as the owner of such Registered Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 305 and 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

            Title to any Bearer Security and any Coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Holder of any Bearer Security and the Holder of any
Coupon as the absolute owner of such Security or Coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or Coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


                                       42
<PAGE>   54
            SECTION 309. Cancellation. All Securities and Coupons surrendered
for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee. All Securities and Coupons so
delivered shall be promptly canceled by the Trustee. All Bearer Securities and
unmatured Coupons held by the Trustee pending such cancellation shall be deemed
to be delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities and Coupons held by the
Trustee shall be disposed of in a manner selected by the Trustee unless
otherwise directed by a Company Order.

            SECTION 310. Computation of Interest. Except as otherwise specified
as contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

            SECTION 311. Compliance with Certain Laws and Regulations. If any
Bearer Securities are to be issued in any series of Securities, the Company will
use reasonable efforts to provide for arrangements and procedures designed
pursuant to then applicable laws and regulations, if any, to ensure that such
Bearer Securities are sold or resold, exchanged, transferred and paid only in
compliance with such laws and regulations and without adverse consequences to
the Company, the Holders and the Trustee.


                                       43
<PAGE>   55
                                  ARTICLE FOUR

                           Satisfaction and Discharge

            SECTION 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to a
series of Securities (except as to any surviving rights of (as applicable)
registration of transfer or exchange of Securities and Coupons, if any, of such
series herein expressly provided for), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to such series, when

            (1)   either

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

                  (B) all such Securities and Coupons of such series not
            theretofore delivered to the Trustee for consideration


                                       44
<PAGE>   56
                        (i) have become due and payable, or

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

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

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

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

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

            Notwithstanding the satisfaction and discharge of this Indenture
with respect to a series, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee to any Authenticating Agent under
Section 614 and, if money shall have been deposited with the Trustee pursuant:
to subclause (B) of clause (1) of this


                                       45
<PAGE>   57
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003 shall survive.

            SECTION 402. Application of Trust Money. Subject to the provisions
of the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Sections 401 and 403 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and Coupons, if any, and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

            SECTION 403. Satisfaction, Discharge and Defeasance of Securities of
Any Series. If this Section is specified, as contemplated by Section 301, to be
applicable to Securities and Coupons, if any, of any series, at the Company's
option, either

            (a) the Company will be deemed to have been Discharged (as defined
      below) from its obligations with respect to Securities and Coupons, if
      any, of such series or

            (b) the Company will cease to be under any obligation to comply with
      any term, provision or condition set forth in (x) Sections 801, 802 and
      1008 or (y) the instrument or instruments setting forth the terms,
      provisions or conditions of such series pursuant to Section 301 (provided
      in case of this subclause (y) that such instrument or instruments specify
      which terms, provisions or conditions, if any, are subject to this clause
      (b); provided further, however, that no such instrument may specify that
      the Company may cease to comply with any obligations as to which it may
      not be Discharged pursuant to the definition of "Discharged"); in each
      case (a) and (b) with respect to the Securities and Coupons, if any, of
      such series on the 91st day after the applicable conditions set forth
      below in (p) and either (q) or (r) have been satisfied:


                                       46
<PAGE>   58
                  (p)(1) the Company has paid or caused to be paid all other
            sums payable with respect to the Outstanding Securities and Coupons,
            if any, of such series (in addition to any required under (q) or
            (r)); and

                  (2) 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, as applicable
            (i) the satisfaction and discharge of the entire indebtedness on all
            Outstanding Securities and Coupons, if any, of any such series, or
            (ii) the discharge of the obligations with respect to the Securities
            of such series set forth in (b) above, have been complied with;

                  (q)(1) the Company shall have with respect to (a) or (b) above
            deposited or caused to be deposited irrevocably with the Trustee as
            a trust fund specifically pledged as security for, and dedicated
            solely to, the benefit of the Holders of the Securities and Coupons,
            if any, of such series (i) money in an amount (in such currency,
            currencies or currency unit or units in which any Outstanding
            Securities and Coupons, if any, of such series are payable) or (ii)
            in the case of Securities and Coupons, if any, denominated in
            Dollars, U.S. Government Obligations (as defined below) or, in the
            case of Securities and Coupons, if any, denominated in a Foreign
            Currency, Foreign Government Securities (as defined below), which
            through the payment of interest and principal in respect thereof in
            accordance with their terms will provide, not later than one day
            before the due date of any payment of principal (including any
            premium) and interest, if any, under the Securities and Coupons, if
            any, of such series, money in an amount or (iii) a combination of
            (i) and (ii), sufficient (in the opinion with respect to (ii) and
            (iii) of a nationally recognized firm of independent public
            accountants expressed in a


                                       47
<PAGE>   59
            written certification thereof delivered to the Trustee) to pay and
            discharge each instalment of principal of (including any premium),
            and interest, if any, on, the Outstanding Securities and Coupons, if
            any, of such series on the dates such instalments of interest or
            principal (including any premium) are due, in the currency,
            currencies or currency unit or units, in which such Securities and
            Coupons, if any, are payable;

                  (2)(i) no Event of Default or event (including such deposit)
            which with notice or lapse of time would become an Event of Default
            shall have occurred and be continuing on the date of such deposit,
            (ii) no Event of Default as defined in clause (5) or (6) of Section
            501, or event which with notice or lapse of time or both would
            become an Event of Default under either such clause, shall have
            occurred within 90 days after the date of such deposit and (iii)
            such deposit and the related intended consequence under (a) or (b)
            will not result in any default or event of default under any
            material indenture, agreement or other instrument binding upon the
            Company or any Subsidiary or any of their properties; and

                  (3) the Company shall have delivered to the Trustee an Opinion
            of Counsel to the effect that Holders of the Securities and Coupons,
            if any, of such series will not recognize income, gain or loss for
            Federal income tax purposes as a result of the Company's exercise of
            its option under this Section 403 and will be subject to Federal
            income tax in the same amount, in the same manner and at the same
            times as would have been the case if such option had not been
            exercised;

                  (r) the Company has properly fulfilled such other means of
            satisfaction and discharge as is specified, as contemplated by
            Section 301, to be applicable to the Securities and Coupons, if any,
            of such series.


                                       48
<PAGE>   60
            Any deposits with the Trustee referred to in clause (q)(l) above
            will be made under the terms of an escrow trust agreement in form
            satisfactory to the Trustee. If any Outstanding Securities and
            Coupons, if any, of such series are to be redeemed prior to their
            Stated Maturity, whether pursuant to any mandatory redemption
            provisions or in accordance with any mandatory sinking fund
            requirement, the applicable escrow trust agreement will provide
            therefor and the Company will make arrangements for the giving of
            notice of redemption by the Trustee in the name, and at the expense,
            of the Company.

            SECTION 404. Reinstatement. If the Trustee is unable to apply any
money, U.S. Government Obligations or Foreign Government Securities in
accordance with Section 401 or 403 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities and Coupons, if any, of such
series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 401 or 403 until such time as the Trustee is permitted to
apply all such money, U.S. Government Obligations or Foreign Government
Securities in accordance with Section 401 or 403; provided, however, that if the
Company has made any payment of interest on or principal of (and premium, if
any) on any Securities and Coupons, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Securities and Coupons, if any, to receive such
payment from the money, U.S. Government Obligations or Foreign Government
Securities held by the Trustee.

            SECTION 405. Definitions. The following terms, as used in this
Article IV, shall have the following meanings:

            "Discharged" means that the Company will be deemed to have paid and
      discharged the entire indebtedness represented by, and obligations under,
      the Securities and Coupons, if any, of the series as to which this


                                       49
<PAGE>   61
      Section is specified as applicable as aforesaid and to have satisfied all
      the obligations under this Indenture relating to the Securities and
      Coupons, if any, of such series (and the Trustee, at the expense of the
      Company, will execute proper instruments acknowledging the same), except
      (A) the rights of Holders thereof to receive, from the trust fund
      described in clause (q)(l) above, payment of the principal of (premium, if
      any) and the interest, if any, on such Securities and Coupons, if any,
      when such payments are due, (B) the Company's obligations with respect to
      such Securities and Coupons, if any, under Sections 305 and 306 (insofar
      as applicable to Securities of such series), 402, 1002 and 1003 (last
      paragraph only) and the Company's obligations to the Trustee under
      Sections 607 and 610, (C) the rights of Holders of Securities of any
      series with respect to the currency or currency units in which they are to
      receive payments of principal, premium, if any, and interest and (D) the
      rights, powers, trusts, duties and opportunities of the Trustee hereunder,
      will survive such discharge. The Company will reimburse the trust fund for
      any loss suffered by it as a result of any tax, fee or other charge
      imposed on or assessed against deposited U.S. Government Obligations or
      Foreign Government Securities, as the case may be, or any principal or
      interest paid on such obligations, and, subject to the provisions of
      Section 607, will indemnify the Trustee against any claims made against
      the Trustee in connection with any such loss.

            "Foreign Government Securities" means, with respect to Securities
      and Coupons, if any, of any series that are denominated in a Foreign
      Currency, securities that are (i) direct obligations of the government
      that issued or caused to be issued such currency for the payment of which
      obligations 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 such government the timely payment of which is
      unconditionally guaranteed as a full faith and credit obligation by such
      government, which, in either case under clauses (i) or (ii), are


                                       50
<PAGE>   62
      not callable or redeemable at the option of the issuer thereof.

      "U.S. Government Obligations" means securities that are (i) direct
      obligations of the United States of America for the payment of which its
      full faith and credit is pledged or (ii) obligations of a Person
      controlled or supervised by and acting as an agency or instrumentality of
      the United States of America the timely payment of which is
      unconditionally guaranteed as a full faith and credit obligation of the
      United States of America, which, in either case under clauses (i) or (ii),
      are not callable or redeemable at the option of the issuer thereof, and
      will 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
      specified 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 or the specific
      payment of interest on or principal of the U.S. Government Obligation
      evidenced by such depository receipt.


                                  ARTICLE FIVE

                                    Remedies

            SECTION 501. Events of Default. "Event of Default", wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified


                                       51
<PAGE>   63
in or pursuant to the supplemental indenture or Board Resolution establishing
such series of Securities or in the form of Security for such series:

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

            (2) default in the payment of the principal of (or premium, if any,
      on) any Security of that series at its Maturity; or

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

            (4) 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 in the performance or breach of which is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of a 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

            (5) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the


                                       52
<PAGE>   64
      Company under any applicable Federal or State law, or appointing a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and
      the continuance of any such decree or order for relief or any such other
      decree or order unstayed and in effect for a period of 90 consecutive
      days; or

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

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

            SECTION 502. 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


                                       53
<PAGE>   65
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all of the Securities if 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.

            At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article 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

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

                  (A) all overdue interest on all Securities of that series,

                  (B) the principal of (and premium, if any, on) any Securities
            of that series which have become due otherwise than by such
            declaration of acceleration and, to the extent that payment of such
            interest is lawful, interest thereon at the rate or rates prescribed
            therefor in such Securities,

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

                  (D) in Dollars all sums paid or advanced by the Trustee
            hereunder and the reasonable compensation, expenses, disbursements
            and advances


                                       54
<PAGE>   66
            of the Trustee, its agents and counsel and all other amounts due the
            Trustee under Section 607;

and

            (2) all Events of Default with respect to Securities of that series,
      other than the nonpayment 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 513.

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

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

            (1) default is made in the payment of any interest on any Security
      or Coupon when such interest becomes due and payable and such default
      continues for the period of grace provided for with respect to such
      Security,

            (2) default is made in the payment of the principal of (or premium,
      if any, on) any Security at the Maturity thereof, any such default
      continues for any period of grace provided for with respect to such
      Security, or

            (3) 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 and Coupons, if any, the whole amount then due and
payable on such Securities and Coupons, if any, for principal (and premium, if
any) and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate or rates prescribed therefor in such
Securities and Coupons, if any, and, in addition thereto,


                                       55
<PAGE>   67
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 and all other amounts due the
Trustee under Section 607.

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

            If an Event of Default with respect to Securities and Coupons, if
any, 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 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 504. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or 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,


                                       56
<PAGE>   68
            (i) to file and prove a claim for the whole amount of principal (and
      premium, if any) and interest owing and unpaid in respect of the
      Securities and to file such other papers or documents as may be necessary
      or advisable in order to have the claims of the Trustee (including any
      claim for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agents and counsel and all other amounts due
      the Trustee under Section 607) and of the Holders allowed in such judicial
      proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

            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 505. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities or Coupons, if any, may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the


                                       57
<PAGE>   69

payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and all other amounts due the Trustee under
Section 607, be for the ratable benefit of the Holders of the Securities and
Coupons, if any, in respect of which such judgment has been recovered.

                  SECTION 506. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article 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 premium, if any) 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 607;

                  SECOND: to the payment of the amounts then due and unpaid for
         principal of (and premium, if any) 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 premium, if any) and interest, respectively; and

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

                  SECTION 507. Limitation on Suits. No Holder 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 of trustee, or
for any other remedy hereunder, unless

                  (1) an Event of Default with respect to Securities of such
         series shall have occurred and be continuing and such Holder has
         previously given written notice to the Trustee of such continuing Event
         of Default;

                                       58
<PAGE>   70
                  (2) 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;

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

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

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of
         a majority in principal amount of the Outstanding Securities of 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 (including without limitation the provisions of Section 512)
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 of such Holders.

                  SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or any Coupon shall have the right, which
is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on such Security or
Coupon on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and

                                       59
<PAGE>   71
such rights shall not be impaired without the consent of such Holder.

                  SECTION 509. 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 510. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, 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 511. 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 512. Control by Holders. The Holders of not less than
a majority in principal amount of the

                                       60
<PAGE>   72
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series; provided that

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

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

                  (3) subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Officers of
         the Trustee, determine that the action so directed would involve the
         Trustee in personal liability.

                  SECTION 513. Waiver of Past Defaults. The Holders of not less
than a majority in 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 premium, if any) or
         interest on any Security of such series, or

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

                  Upon any such waiver, such default shall cease to exist with
respect to such series, and any Event of Default with respect to such series
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.

                                       61
<PAGE>   73
                  SECTION 514. Undertaking for Costs. All parties to this
Indenture agree, and each Holder 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,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, it any) or interest on any Security or the payment
of interest on any Coupon on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

                  SECTION 515. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


                                   ARTICLE SIX

                                   The Trustee

                                       62
<PAGE>   74
                  SECTION 601. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default,

                  (1) the Trustee undertakes to perform such duties and only
         such duties as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (2) 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 certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

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

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

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;

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

                                       63
<PAGE>   75
                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series, given pursuant to Section 512,
         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; and

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of 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 or liability is not reasonably assured to
         it.

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

                  SECTION 602. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
series, the Trustee shall transmit notice of such default hereunder known to the
Trustee to the Holders of such Securities as provided in Section 703(d), unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interests on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; provided
further, that in the case of any default of the

                                       64
<PAGE>   76
character specified in Section 501(4) with respect to Securities of such series,
no such notice to Holders shall be given until at least 30 days after the
occurrence of an Event of Default. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

                  SECTION 603. Certain Rights of Trustee. Subject to the
provisions of Section 601:

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

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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

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

                                       65
<PAGE>   77
                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

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

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

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

                  SECTION 604. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the

                                       66
<PAGE>   78
Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

                  SECTION 605. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities or warrants to purchase Securities and, subject
to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar or
such other agent.

                  SECTION 606. Money Held in Trust. Except as provided in
Section 114, money held by the Trustee or any Paying Agent in trust hereunder
need not be segregated from other funds except to the extent required by law.
The Trustee or any Paying Agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 607. Compensation and Reimbursement. The Company
agrees

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

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

                                       67
<PAGE>   79
                  (3) to indemnify the Trustee in Dollars for, and to hold it
         harmless against, any loss, liability or expense incurred without
         negligence or bad faith on its part, arising Out of or in connection
         with the acceptance or administration of the trust or trusts hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

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

                  SECTION 608. Disqualification; Conflicting Interests. (a) If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities and Coupons, if any, of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities and Coupons, if any, of that series in the manner and with the effect
hereinafter specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of Subsection (a) of this Section with respect to the Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit notice pursuant to Section 106, of such failure, to all
Holders of such series.

                  (c) For the purposes of this Section, the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if

                  (1) the Trustee is trustee under this Indenture with respect
         to the Outstanding Securities of any series other than that series or
         is trustee under another indenture under which any other securities, or

                                       68
<PAGE>   80
         certificates of interest or participation in any other securities, of
         the Company are outstanding, unless such other indenture is a
         collateral trust indenture under which the only collateral consists of
         Securities issued under this Indenture; provided that there shall be
         excluded from the operation of this paragraph this Indenture with
         respect to the Securities of any series other than that series or any
         indenture or indentures under which other securities, or certificates
         of interest or participation in other securities, of the Company are
         outstanding, if

                           (i) this Indenture and such other indenture or
                  indentures are wholly unsecured and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 305(b) or Section 307(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Indenture with respect to Securities of
                  that series and one or more other series or the provisions of
                  such other indenture or indentures which are so likely to
                  involve a material conflict of interest as to make it
                  necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Indenture with respect to the Securities of that series
                  and such other series or under such other indenture or
                  indentures, or

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

                                       69
<PAGE>   81
                  Securities of that series and such other series or under such
                  other indenture or indentures;

                  (2) the Trustee or any of its directors or executive officers
         is an obligor upon the Securities or an underwriter for the Company;

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

                  (4) the Trustee or any of its directors or executive officers
         is a director, officer partner, employee, appointee or representative
         of the Company, or of an underwriter (other than the Trustee itself)
         for the Company who is currently engaged in the business of
         underwriting, except that (i) one individual may be a director or an
         executive officer, or both, of the Trustee and a director or an
         executive officer, or both, of the Company but may not be at the same
         time an executive officer of both the Trustee and the Company; (ii) if
         and so long as the number of directors of the Trustee in office is more
         than nine, one additional individual may be a director or an executive
         officer, or both, of the Trustee and a director of the Company; and
         (iii) the Trustee may be designated by the Company or by any
         underwriter for the Company to act in the capacity of transfer agent,
         registrar, custodian, paying agent, fiscal agent, escrow agent or
         depositary, or in any other similar capacity, or, subject to the
         provisions of paragraph (1) of this Subsection, to act as trustee,
         whether under an indenture or otherwise;

                  (5) 10% or more of the voting securities of the Trustee is
         beneficially owned either by the Company or by any director, partner or
         executive officer thereof, or 20% or more of such voting securities is
         beneficially owned, collectively, by any two or more of such persons;
         or 10% or more of the voting securities of the Trustee is beneficially
         owned either by an

                                       70
<PAGE>   82
         underwriter for the Company or by any director, partner or executive
         officer thereof, or is beneficially owned, collectively, by any two or
         more such persons;

                  (6) the Trustee is the beneficial owner of, or holds as
         collateral security for an obligation which is in default (as
         hereinafter in this Subsection defined), (i) 5% or more of the voting
         securities, or 10% or more of any other class of security, of the
         Company not including the Securities issued under this Indenture and
         securities issued under any other indenture under which the Trustee is
         also trustee, or (ii) 10% or more of any class of security of an
         underwriter for the Company;

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

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

                  (9) the Trustee owns, on May 15 in any calendar year, in the
         capacity of executor, administrator, testamentary or inter vivos
         trustee, guardian, committee or conservator, or in any other similar
         capacity, an aggregate of 25% or more of the voting securities, or of
         any class of security, of any person, the beneficial ownership of a
         specified percentage of which would have constituted a conflicting
         interest under paragraph (6), (7) or (8) of this subsection. As to any
         such securities of which the Trustee acquired ownership through
         becoming executor, administrator or

                                       71
<PAGE>   83
         testamentary trustee of an estate which included them, the provisions
         of the preceding sentence shall not apply, for a period of two years
         from the date of such acquisition, to the extent that such securities
         included in such estate do not exceed 25% of such voting securities or
         25% of any such class of security. Promptly after May 15 in each
         calendar year, the Trustee shall make a check of its holdings of such
         securities in any of the above-mentioned capacities as of such May 15.
         If the Company fails to make payment in full of the principal of (or
         premium, if any) or interest on any of the Securities when and as the
         same becomes due and payable, and such failure continues for 30 days
         thereafter, the Trustee shall make a prompt check of its holdings of
         such securities in any of the above-mentioned capacities as of the date
         of the expiration of such 30-day period, and after such date,
         notwithstanding the foregoing provisions of this paragraph, all such
         securities so held by the Trustee, with sole or joint control over such
         securities vested in it, shall, but only so long as such failure shall
         continue, be considered as though beneficially owned by the Trustee for
         the purposes of paragraphs (6), (7) and (8) of this Subsection.

                  The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is or is not
necessary or sufficient to constitute direct or indirect control for the
purposes of paragraph (3) or (7) of this Subsection.

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal

                                       72
<PAGE>   84
shall have continued for 30 days or more and shall not have been cured; and
(iii) the Trustee shall not be deemed to be the owner or holder of (A) any
security which it holds as collateral security, as trustee or otherwise, for an
obligation which is not in default as defined in clause (ii) above, or (B) any
security which it holds as collateral security under this Indenture,
irrespective of any default hereunder, or (C) any security which it holds as
agent for collection, or as custodian, escrow agent or depositary, or in any
similar representative capacity.

                  (d) For the purposes of this Section:

                  (1) The term "underwriter", when used with reference to the
         Company, means every person who, within three years prior to the time
         as of which the determination is made, has purchased from the Company
         with a view to, or has offered or sold for the Company in connection
         with, the distribution of any security of the Company outstanding at
         such time, or has participated or has had a direct or indirect
         participation in any such undertaking, or has participated or has had a
         participation in the direct or indirect underwriting of any such
         undertaking, but such term shall not include a person whose interest
         was limited to a commission from an underwriter or dealer not in excess
         of the usual and customary distributors' or sellers' commission.

                  (2) The term "director" means any director of a corporation or
         any individual performing similar functions with respect to any
         organization, whether incorporated or unincorporated.

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

                                       73
<PAGE>   85
                  (4) The term "voting security" means any security presently
         entitling the owner or holder thereof to vote in the direction or
         management of the affairs of a person, or any security issued under or
         pursuant to any trust, agreement or arrangement whereby a trustee or
         trustees or agent or agents for the owner or holder of such security
         are presently entitled to vote in the direction or management of the
         affairs of a person.

                  (5) The term "Company" means any obligor upon the Securities.

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

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

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

                  (2) A specified percentage of a class of securities of a
         person means such percentage of the aggregate amount of securities of
         the class outstanding.

                  (3) The term "amount", when used in regard to securities,
         means the principal amount if relating to

                                       74
<PAGE>   86
         evidences of indebtedness, the number of shares if relating to capital
         shares and the number of units if relating to any other kind of
         security.

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

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

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

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

                           (iv) securities held in escrow it placed in escrow by
                  the issuer thereof;

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

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

                                       75
<PAGE>   87
         further that, in the case of unsecured evidences of indebtedness,
         differences in the interest rates or maturity dates thereof shall not
         be deemed sufficient to constitute them securities of different
         classes, whether or not they are issued under a single indenture.

                  SECTION 609. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by Federal or State
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or remaining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 610. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                                       76
<PAGE>   88
                  (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 608(a) after
         written request therefor by the Company or by any Holder who has been a
         bona fide Holder of a Security for at least six months, or

                  (2) the Trustee for a series shall cease to be eligible under
         Section 609 and shall fail to resign after written request therefor by
         the Company or by any Holder of Securities of such series, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, with respect to the Securities of one more series, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee

                                       77
<PAGE>   89
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 611, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities, of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by giving notice of such event to all Holders of Securities of such series as
provided by Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

                  SECTION 611. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become

                                       78
<PAGE>   90
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.

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

                                       79
<PAGE>   91
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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

                  SECTION 612. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                                       80
<PAGE>   92
                  SECTION 613. Preferential Collection of Claims Against
Company. (a) Subject to Subsection (b) of this Section, if the Trustee shall be
or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and Coupons, if any, and the holders of other indenture securities,
as defined in Subsection (c) of this Section:

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

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

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

                  (A) to retain for its own account (i) payments made on account
         of any such claim by any Person (other than the Company) who is liable
         thereon, and (ii) the proceeds of the bona fide sale of any such claim
         by the Trustee to a third Person, and (iii) distributions made

                                       81
<PAGE>   93
         in cash, securities or other property in respect of claims filed
         against the Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to the Federal Bankruptcy Act or applicable
         State law;

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

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

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

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

                  If the Trustee shall be required to account, the funds and
property held in such special account and the

                                       82
<PAGE>   94
proceeds thereof shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the Trustee, the
Holders and the holders of other indenture securities realize, as a result of
payments from such special account and payments of dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Company
of the funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion among the Trustee, the
Holders and the holders of other indenture Securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security

                                       83
<PAGE>   95
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

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

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

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

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

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

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

                                       84
<PAGE>   96
                  (3) disbursements made in the ordinary course of business in
         the capacity of trustee under an indenture, transfer agent, registrar,
         custodian, paying agent, fiscal agent or depositary, or other similar
         capacity;

                  (4) an indebtedness created as a result of services rendered
         or premises rented; or an indebted ness created as a result of goods or
         securities sold in a cash transaction, as defined in Subsection (c) of
         this Section;

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

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

                  (c) For the purposes of this Section only:

                  (1) the term "default" means any failure to make payment in
         full of the principal of (or premium, if any) or interest on any of the
         Securities or upon the other indenture securities when and as such
         principal or interest becomes due and payable;

                  (2) the term "other indenture securities" means securities
         upon which the Company is an obligor outstanding under any other
         indenture (i) under which the Trustee is also trustee, (ii) which
         contains provisions substantially similar to the provisions of this
         Section and (iii) under which a default exists at the time of the
         apportionment of the funds and property held in such special account;

                  (3) the term "cash transaction" means any transaction in which
         full payment for goods or

                                       85
<PAGE>   97
         securities sold is made within seven days after delivery of the goods
         or securities in currency or in checks or other orders drawn upon banks
         or bankers and payable upon demand;

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

                  (5) the term "Company" means any obligor upon the Securities;
         and

                  (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act
         or Title 11 of the United States Code.

                  SECTION 614. Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication or the delivery of Securities to the
Trustee for authentication, such reference shall be deemed to include
authentication and

                                       86
<PAGE>   98
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent
and delivery of Securities to the Authenticating Agent on behalf of the Trustee.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation having a combined capital and surplus of not less than
the equivalent of $50,000,000 and subject to supervision or examination by
Federal or State authority or the equivalent foreign authority, in the case of
an Authenticating Agent who is not organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia.
If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or

                                       87
<PAGE>   99
in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

                                            [full name of Trustee]



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



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

                                       88

<PAGE>   100
                                            By
                                              --------------------------------
                                                      Authorized Officer


                  If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
or other place where the Company wishes to have Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the
Company in writing (which writing need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel), shall appoint in accordance with this
Section an Authenticating Agent (which may be an Affiliate of the Company if
eligible to be appointed as an Authenticating Agent hereunder) having an office
in such Place of Payment or other place designated by the Company with respect
to such series of Securities, provided that the procedures for the
authentication of such Securities by the Authenticating Agent on original
issuance are acceptable to the Trustee.


                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

                  SECTION 701. Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semiannually, not later than each Interest Payment Date in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders of each series of Registered
         Securities as of the preceding Regular Record Date, as the case may be,
         and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content, such list to be dated as of a date
         not

                                       89
<PAGE>   101
         more than 15 days prior to the time such list is furnished, and

                  (c) such information concerning the Holders of Bearer
         Securities which is known to the Company; provided, however, that the
         Company shall have no obligation to investigate any matter relating to
         any Holder of a Bearer Security or a Coupon;

notwithstanding the foregoing subsections (a) and (b), so long as the Trustee is
the Security Registrar with respect to a particular series of Securities, no
such list shall be required to be furnished in respect of such series.

                  SECTION 702. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series (i) contained in
the most recent list furnished to the Trustee as provided in Section 701, (ii)
received by the Trustee in its capacity as Security Registrar and (iii) filed
with it within the two preceding years pursuant to Section 703(d). The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished.

                  (b) If three or more Holders of any series (herein referred to
as "applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of such series with respect to their rights under this Indenture or
under such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within five business days after the receipt of such application, at its
election, either

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with Section 702(a), or

                                       90
<PAGE>   102
                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series whose names and addresses appear
         in the information preserved at the time by the Trustee in accordance
         with Section 702(a), and as to the approximate cost of mailing to such
         Holders the form of proxy or other communication, if any, specified in
         such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series whose name and
address appear in the information preserved at the time by the Trustee in
accordance with Section 702(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the Holders of such series or
would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their,
application.

                  (c) Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any

                                       91
<PAGE>   103
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with Section 702(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).

                  SECTION 703. Reports by Trustee. (a) Within 60 days after
March 15 of each year following the first issuance of Securities, the Trustee
shall transmit to the Holders as provided in Section 703(d), a brief report
dated as of such date with respect to:

                  (1) its eligibility under Section 609 and its qualifications
         under Section 608, or in lieu thereof, if to the best of its knowledge
         it has continued to be eligible and qualified under said Sections, a
         written statement to such effect;

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

                  (3) the amount, interest rate and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Securities) to the Trustee in its individual capacity, on the date of
         such report, with a brief description of any property held as
         collateral security therefor, except an indebtedness based upon a
         creditor relationship arising in any manner described in Section
         6l3(b)(2), (3), (4) or (6);


                                       92
<PAGE>   104
                  (4) the property and funds, if any, physically in the
         possession of the Trustee as such on the date of such report;

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

                  (6) any action taken by the Trustee in the performance of its
         duties hereunder which it has not previously reported and which in its
         opinion materially affects the Securities, except action in respect of
         a default, notice of which has been or is to be withheld by the Trustee
         in accordance with Section 602.

                  (b) The Trustee shall transmit by mail to Holders in
accordance with Section 703(d), a brief report with respect to the character and
amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to Subsection (a) of this Section (or if no
such report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of the Securities Outstanding at such time, such
report to be transmitted within 90 days after such time.

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

                  (d) Reports pursuant to Section 703(a) and 703(b) shall be
transmitted by mail (i) to all Holders, as their


                                       93
<PAGE>   105
names and addresses appear in the Security Register, (ii) to all Holders as
have, within two years preceding such transmission, filed their names and
addresses with the Trustee for such purpose, and (iii) except in the case of
reports pursuant to Section 703(b), to all Holders whose names and addresses
have been furnished or received by the Trustee pursuant to Sections 703. and
702.

                  SECTION 704. Reports by Company. The Company shall:

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

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

                  (3) transmit by mail to Holders of Securities, in accordance
         with Section 703(d), within 30 days after


                                       94
<PAGE>   106
         the filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.


                                  ARTICLE EIGHT

                       Consolidation, Merger, Conveyance,
                                Transfer or Lease

                  SECTION 801. Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, aid the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another corporation or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the corporation
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation organized and existing under the laws of the United
         States of America, any state thereof or the District of Columbia and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of (and premium, if any) and
         interest on all the Securities and the performance of every covenant of
         this Indenture on the part of the Company to be performed or observed;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes


                                       95
<PAGE>   107
         an obligation of the Company or a Subsidiary (as defined in Section
         1009) as a result of such transaction as having been incurred by the
         Company or such Subsidiary at the time of such transaction, no Event of
         Default, and no event which, after notice or lapse of time or both,
         would become an Event of Default, shall have happened and be
         continuing;

                  (3) if, as a result of any such consolidation or merger or
         such conveyance, transfer or lease, properties or assets of the Company
         or of any Subsidiary (as defined in Section 1009) would become subject
         to a mortgage, pledge, lien, security interest or other encumbrance
         which would not be permitted by this Indenture, the Company or such
         successor corporation or Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratable with (or prior to) all indebtedness secured
         thereby; and

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

                  SECTION 802. Successor Corporation Substituted. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor corporation had
been named as the Company herein, and thereafter, except in the


                                       96
<PAGE>   108
case of such lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities and Coupons,
if any.

                                  ARTICLE NINE

                             Supplemental Indentures

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company;

                  (3) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if such Event of Default is
         applicable to less than all series of Securities specifying the series
         to which such Event of Default is applicable);

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance of Securities in bearer form, registrable or not registrable
         as to principal, and with or without interest coupons; to change or
         eliminate any restrictions on the payment of principal


                                       97
<PAGE>   109
         of or any premium or interest on Bearer Securities, to permit Bearer
         Securities to be issued in exchange for Registered Securities, to
         permit Bearer Securities to be issued in exchange for Bearer Securities
         of other authorized denominations; provided that any such addition or
         change shall not adversely affect the interests of the Holders of
         Securities of any series or any related Coupons in any material
         respect;

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided that any such change or elimination shall become
         effective only when there is no Security Outstanding of any series
         created prior to the execution of such supplemental indenture which is
         adversely affected by such change in or elimination of such provision;

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

                  (7) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee
         pursuant to the requirements of Section 611(b);

                  (8) if allowed under applicable laws and regulations to permit
         payment in the United States of America (including any of the states
         and the District of Columbia), its territories, its possessions and
         other areas subject to its jurisdiction, of principal, premium or
         interest on Bearer Securities or Coupons, if any;

                  (9) to provide for the issuance of uncertificated Securities
         of one or more series in addition to or in place of certificated
         Securities; or



                                       98
<PAGE>   110
                  (10) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture; provided such action
         shalt not adversely affect the interests of the Holders of Securities
         of any series in any material respect.

                  SECTION 902. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than 66-2/3% in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any if the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         instalment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change any obligation of the
         Company to pay additional amounts pursuant to Section 1006 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment where, or the currency, currencies or currency
         unit or units in which, any Security or any premium or the interest
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption, on or after the Redemption Date),



                                       99
<PAGE>   111
                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture,

                  (3) change any obligation of the Company, with respect to
         Outstanding Securities of a series, to maintain an office or agency in
         the places and for the purposes specified in Section 1002 for such
         series, or

                  (4) modify any of the provisions of this Section, Section 513
         or Section 1005, except to increase any such percentage or to provide
         with respect to any particular series the right to condition the
         effectiveness of any supplemental indenture as to that series on the
         consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 301 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby, provided,
         however, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1005, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(7).

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



                                      100
<PAGE>   112
                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  SECTION 903. Execution of Supplemental Indentures. 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 601) 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 may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

                  SECTION 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  SECTION 905. Conformity With Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated arid delivered by the


                                      101
<PAGE>   113
Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE TEN

                                    Covenants

                  SECTION 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of each series of Securities and
Coupons, if any, that it will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities and Coupons, if any, of that
series in accordance with the terms of the Securities and Coupons, if any, of
such series and this Indenture.

                  SECTION 1002. Maintenance of Office or Agency. If Securities
of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. For Securities
having a Place of Payment in the Borough of Manhattan, the City of New York, the
Company hereby appoints as such agent the Trustee, acting through its Corporate
Trust Office. If Securities of a series are issuable as Bearer Securities, the
Company will maintain (A) in the Borough of Manhattan, The City of New York, an
office or agency where any Registered Securities of that series may be presented
or surrendered for payment, where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related Coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise)


                                      102
<PAGE>   114
(the foregoing Corporate Trust Office of the Trustee being hereby so appointed
as such agency), (B) subject to any laws or regulations applicable thereto, in a
Place of Payment for that series which is located outside the United States, an
office or agency where Securities of that series and related Coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Securities of that series pursuant to Section 1006);
provided, however, that if the Securities of that series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located in
Europe, an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities off that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee and the
Holders of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency in respect of any series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations and surrenders of
Securities of that series may be made and notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of that series and the related Coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Bearer Securities of that series pursuant to Section 1006) at the London office
of the Trustee (or an agent with a London office appointed by the Trustee and
acceptable to the Company), and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands.



                                      103
<PAGE>   115
                  No payment of principal, premium or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
an account maintained with a bank located in the United States; provided,
however, that, if the Securities of a series are denominated and payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any additional amounts payable on Securities of such series
pursuant to Section 1006) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
additional amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee and the Holders of any such designation or rescission and
of any change in the location of any such other office or agency.

                  SECTION 1003. Money for Securities Payments to be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise


                                      104
<PAGE>   116
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

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

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

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

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in making of any
         payment of principal (and premium, if any) or interest on the
         Securities of that series; and

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct


                                      105
<PAGE>   117
any Paying Agent to pay, to the Trustee all sums held in trust by the Company or
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which such sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall upon Company request be paid to the Company, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security and Coupons, if any, shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense and at the direction of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified herein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

                  SECTION 1004. Statement by Officers as to Default. The Company
will deliver to the Trustee for each series of Securities, within 120 days after
the end of each fiscal year of the Company (which as of the date hereof ends on
December 31 of each year) ending after the date hereof so long as any Security
is Outstanding hereunder, an Officers' Certificate, stating that in the course
of the performance by the signers of their duties as such officers of the
Company they would normally obtain knowledge of any default


                                      106
<PAGE>   118
by the Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such default existing on the date of such statement
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

                  SECTION 1005. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any term, provision or condition
set forth in Section 1008, if before the time for such compliance the Holders of
not less than 66-2/3% in principal amount of the Outstanding Securities of each
series affected thereby shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                  SECTION 1006. Additional Amounts. If the Securities of a
series provide for the payment of additional amounts, the Company will pay to
the Holder of any Security of such series or any Coupon appertaining thereto
additional amounts as provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security, of any series or payment of any
related Coupon or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that,
in such context, additional amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of additional amounts (if applicable) in any provisions hereof shall not
be construed as excluding additional amounts in those provisions hereof where
such express mention is not made.



                                      107
<PAGE>   119
                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's Paying Agent
or Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series or any related
Coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or Coupons and the Company will
pay to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

                  SECTION 1007. No Lien Created, etc. This Indenture and the
Securities do not create a Lien, charge or encumbrance on any property of the
Corporation or any Subsidiary.

                  SECTION 1008. Limitation on Liens. (a) The Company will not,
nor will it permit any Restricted Subsidiary to, pledge as security for any loan
the capital stock or Indebtedness of any Restricted Subsidiary or (b) create,
incur, assume or permit to exist any Lien on any


                                      108
<PAGE>   120
property or asset of the Company (whether now owned or hereafter acquired),
further than Margin Securities; provided that the restrictions in this Section
1009 shall not prohibit

                  (1) Liens for taxes, assessments or governmental charges or
         levies for sums not yet due or which are being contested in good faith
         and by appropriate proceedings;

                  (2) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics and materialmen incurred by the Company or any
         Restricted Subsidiary in the ordinary course of its business for sums
         not yet due or being contested in good faith and by appropriate
         proceedings;

                  (3) Liens incurred or deposits made by the Company or any
         Restricted Subsidiary in the ordinary course of its business in
         connection with the workmen's compensation, unemployment insurance and
         other types of social security, the performance of tenders, statutory
         obligations, surety and appeal bonds, bids, leases, performance and
         return-of-money bonds and other similar obligations (in each case
         exclusive of obligations which constitute Indebtedness);

                  (4) any judgment Lien, unless the judgment it secures, within
         60 days after the entry thereof, shall not have been discharged or
         execution thereof stayed pending appeal, or such judgment shall not
         have been discharged within 60 days after the expiration of any such
         stay;

                  (5) leases or subleases granted to others in the ordinary
         coarse of business;

                  (6) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business and not
         interfering with the ordinary conduct of the business of the Company;



                                      109
<PAGE>   121
                  (7) purchase money mortgages or conditional sale, finance
         lease or other title retention agreements or other Liens on property or
         assets acquired or held by the Company in the ordinary course of
         business to secure the purchase price of such property or assets or to
         secure Indebtedness incurred solely for the purpose of financing the
         acquisition, construction or improvement of any such property or assets
         to be subject to such mortgages, agreements or other Liens, or
         mortgages or other Liens existing on any such property or assets; or

                  (8) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any of
         the Liens referred to in the foregoing clauses (1) and (7) inclusive;

provided, however, in addition to the Liens referred to in clauses (1) through
(8) above, the Company may incur other Liens in an aggregate amount not in
excess of 8% of Consolidated Tangible Assets minus Consolidated Current
Liabilities.

                  SECTION 1009. Certain Definitions. "Consolidated Current
Liabilities" means the total amount of liabilities which would appear on a
consolidated balance sheet of the Company and Restricted Subsidiaries prepared
in accordance with generally accepted accounting principles and payable on
demand or maturing within one year after the date of computation without any
option on the part of the obligor alone to extend or renew beyond such year,
including without limitation final maturities, installments and prepayments of
Indebtedness required to be made within one year after such date.

                  "Consolidated Tangible Assets" means the total amount of
assets which would appear on a consolidated balance sheet of the Company and its
Restricted Subsidiaries (less any accumulated depreciation or amortization,
allowances for doubtful receivables and other applicable reserves shown on such
consolidated balance sheet) prepared in accordance with generally accepted
accounting principles


                                      110
<PAGE>   122
after deducting therefrom (i) deferred charges, (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, and (iii) the excess, if any, of (y) the amount which would be so
included on such consolidated balance sheet for equity investments in
Unrestricted Subsidiaries and loans or advances to Unrestricted Subsidiaries
which are subordinated to the claims of creditors of such Unrestricted
Subsidiaries over (z) 10% of Consolidated Stockholders' Equity.

                  "Indebtedness" means all indebtedness for borrowed money as
evidenced by a note (other than indebtedness owing to the Company or a
Restricted Subsidiary and indebtedness in respect of agreements in the ordinary
course of business to sell and repurchase securities or loans), or indebtedness
secured by purchase money mortgages or conditional sale, finance lease or other
title retention agreements or obligations under and other lease of real or
personal property, which, in all such cases, would be included in accordance
with generally accepted accounting principles in determining total liabilities
as shown on a balance sheet as at the date as of which indebtedness is to be
determined.

                  "Lien" means any mortgage, lien, charge or encumbrance on, or
security interest in, or pledge or deposit of, or conditional sale, finance
lease or other title retention agreement with respect to, any property or asset.

                  "Margin Securities" means all "margin securities" and "margin
stock" (within the meaning of the Regulations G and U, respectively, issued by
the Board of Governors of the Federal Reserve System).

                  "Principal Restricted Subsidiary" means each of PaineWebber
Incorporated and PaineWebber Real Estate Securities Inc.

                  "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary; collectively, the "Restricted Subsidiaries".



                                      111
<PAGE>   123
                  "Subsidiary" means any corporation, association or other
business entity of which a majority of the outstanding stock, having under
ordinary circumstances (not dependent upon the happening of a contingency)
voting power to elect a majority of the board of directors (or persons
performing similar functions) of such corporation, association or other business
entity in question, is at the time, directly or indirectly, owned or controlled
by the Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries; collectively, the "Subsidiaries".

                  "Unrestricted Subsidiary" means any Subsidiary so designated
by the Board of Directors of the Company or any Subsidiary a majority of whose
outstanding stock, having under ordinary circumstances (not dependent upon the
happening of a contingency) voting power to elect a majority of the board of
directors (or persons performing similar functions) of such Subsidiary, is at
the time, directly or indirectly, owned or controlled by one or more
Unrestricted Subsidiaries; collectively, the "Unrestricted Subsidiaries". The
Board of Directors of the Company shall have the right to change the designation
of a Restricted Subsidiary and to redesignate any Subsidiary so designated and
provided that a Principal Restricted Subsidiary may not be designated an
Unrestricted Subsidiary.


                                 ARTICLE ELEVEN

                            Redemption of Securities

                  SECTION 1101. Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1102. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or by an action taken pursuant to a Board Resolution. In case of any


                                      112
<PAGE>   124
redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

                  SECTION 1103. Selection by Trustee of Securities to be
Redeemed. If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

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

                  SECTION 1104. Notice of Redemption. Notice of redemption shall
be given not less than 30 nor more than 45


                                      113
<PAGE>   125
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
as provided in Section 106.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, that the Securities
of such series are being redeemed at the option of the Company pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case, together
with a brief statement of the facts permitting such redemption, that on the
Redemption Date the Redemption Price will become due and payable upon each
Security redeemed, that payment will be made upon presentation and surrender of
the applicable Securities, that all Coupons, if any, maturing subsequent to the
date fixed for redemption shall be void, that any interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said Redemption Date any interest thereon or on the portions thereof to be
redeemed will cease to accrue. If less than all the Securities of any series are
to be redeemed the notice of redemption shall specify the numbers of the
Securities of such series to be redeemed, and, if only Bearer Securities of any
series are to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities, the last date on which exchanges of Bearer Securities for
Registered Securities not subject to redemption may be made. In case any
Security of any series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the Redemption Date, upon surrender of such Security and
any Coupons appertaining thereto, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof and with appropriate
Coupons will be issued.

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

                  SECTION 1105. Deposit of Redemption Price. On or before (but
at least one Business Day before in the Place of


                                      114
<PAGE>   126
Payment in the case of payments not in Dollars) the opening of business on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the relevant
currency (or a sufficient number of currency units, as the case may be)
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities and
Coupons, if any, which are to be redeemed on that date.

                  SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except as
otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of Coupons for
such interest, and provided further that, unless otherwise specified as
contemplated by Section 301, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.



                                      115
<PAGE>   127
                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by Coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

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

                  SECTION 1107. Securities Redeemed in Part. Any Security
(including any Coupons appertaining thereto) which is to be redeemed only in
part shall be surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security (including any Coupons
appertaining thereto) or Securities (including any Coupons appertaining thereto)
of the same series and having the same terms and conditions, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the


                                      116
<PAGE>   128
unredeemed portion of the principal of the Security (including any Coupons
appertaining thereto) so surrendered.


                                 ARTICLE TWELVE

                                  Sinking Funds

                  SECTION 1201. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

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

                  SECTION 1202. Satisfaction of Sinking Fund Payments With
Securities. The Company (1) may deliver Outstanding Securities (including any
Coupons) of a series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities (including
any Coupons) or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose


                                      117
<PAGE>   129
by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

                  SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities (including any Coupons) of that
series pursuant to Section 1202 and stating the basis for such credit and that
such Securities have not been previously so credited and will also deliver to
the Trustee any Securities (including any coupons) to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section 1106
and 1107.


                                ARTICLE THIRTEEN

                        Meetings of Holders of Securities

                  SECTION 1301. Purposes for Which Meetings May Be Called. If
Securities of a series are issuable as Bearer Securities, a meeting of Holders
of Securities of such series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.



                                      118
<PAGE>   130
                  SECTION 1302. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any such
series for any purpose specified in Section 1301, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or in London, as
the Trustee shall determine. Notice of every meeting of Holders of Securities of
any such series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

                  (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any such series shall have requested the Trustee to
call a meeting of the Holders of Securities of such series for any purpose
specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine the
time and the place in the Borough of Manhattan, The City of New York, or in
London, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (a) of this Section.

                  SECTION 1303. Persons Entitled To Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) Holder of one or more Outstanding Securities of such series, or (2)
a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any


                                      119
<PAGE>   131
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

                  SECTION 1304. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of Securities of not less than 66-2/3% in principal amount
of Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in
principal amount of the Outstanding Securities of such series shall constitute a
quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting which was adjourned for lack of a quorum
shall state expressly the percentage, as provided above, of the principal amount
of the outstanding Securities of such series which shall constitute a quorum.

                  Any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such


                                      120
<PAGE>   132
specified percentage in principal amount of the Outstanding Securities of that
series.

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

                  With respect to any consent, waiver or other action which this
Indenture expressly provides may be given by the Holders of a specified
percentage of Outstanding Securities of all series affected thereby (acting as
one class), only the principal amount of Outstanding Securities of any series
represented at a meeting or adjourned meeting duly reconvened it which a quorum
is present, held in accordance with this Section, and voting in favor of such
action, shall be counted for purposes of calculating the aggregate principal
amount of Outstanding Securities of all series affected thereby favoring such
action.

                  SECTION 1305. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of a series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may


                                      121
<PAGE>   133
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 (or the equivalent thereof)
principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote, except as a Holder of a Security of such
series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1302 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  SECTION 1306. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the


                                      122
<PAGE>   134
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1302 and, if applicable, Section 1304. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

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





                                      123
<PAGE>   135
                  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.


                                           PAINE WEBBER GROUP INC.


                                           By /s/ Mark S. Nussbaum
                                             ------------------------
                                             Title: Vice President
Attest:


/s/ Dorothy F. Haughey
Assistant Secretary

                                           CHEMICAL BANK

                                           By /s/ G. McFarlane
                                             ------------------------
                                             Title: Senior Trust
                                                    Officer

Attest:

/s/ P. J. Gilkeson



                                      124
<PAGE>   136
                                    EXHIBIT A
                            [FORMS OF CERTIFICATION]


                                   EXHIBIT A.l


                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.


                     [Insert title or sufficient description
                         of Securities to be delivered]

                  This is to certify that the above-captioned Securities are not
being acquired by or on behalf of a United States person or for offer to resell
or for resale to a United States person or any person inside the United States,
or, if a beneficial interest in the Securities is being acquired by a United
States person, that such United States person is a financial institution as
defined in Section l.65-12(c)(1)(v) of the United States Treasury regulations,
or is acquiring through a financial institution and that the Securities are held
by a financial institution that has agreed to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and that it is not purchasing for offer to resell or for
resale inside the United States. If the undersigned is a dealer, the undersigned
agrees to obtain a similar certificate from each person entitled to delivery of
any of the above-captioned Securities in bearer form purchased from it;
provided, however, that if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
deliver a Security in temporary or definitive bearer form to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.



                                      125
<PAGE>   137
                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income taxation of which is
subject to United States Federal income regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.

                  We undertake to advise you by telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated:  ______________ , 19__
[To be dated on or after
________, 19 (the date
determined as provided in the
Indenture)]


                                           [Name of Person Entitled to
                                           Receive Bearer Security]

                                           -----------------------------
                                              (Authorized Signature)
                                           Name:
                                           Title:



                                      126
<PAGE>   138
                                   EXHIBIT A.2

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                      AND CEDEL S.A. IN CONNECTION WITH THE
              EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY]


                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                     [Insert title or sufficient description
                         of Securities to be delivered]

                  This is to certify with respect to $_____________ principal
amount of the above-captioned Securities (i) that we have received from each of
the persons appearing in our records as persons entitled to a portion of such
principal amount (our "Qualified Account Holders") a certificate with respect to
such portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

                  We further certify that as of the date hereof we have not
received any notification from any of our Qualified Account Holders to the
effect that the statements made by such Qualified Account Holders with respect
to any portion of the part submitted herewith for exchange are no longer true
and cannot be relied upon as of the date hereof.


Date: _____________, 19
[To be dated no earlier than
the Exchange Date]

                                         [MORGAN GUARANTY TRUST COMPANY OF
                                         NEW YORK, BRUSSELS OFFICE, as
                                         Operator of the Euro--clear System]
                                         [CEDEL S.A.]

                                         By ________________________________
                                                 (Authorized Signature)
                                         Name:
                                         Title:




                                      127
<PAGE>   139
                                   EXHIBIT A.3

                 [FORM OF CERTIFICATE TO BE GIVEN BY EURO--CLEAR
                            AND CEDEL S.A. TO OBTAIN
                       INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.

                           [Insert title or sufficient
                           description of Securities]

                  We confirm that the interest payable on the Interest Payment
Date on [Insert Date] will be paid to each of the persons appearing in our
records as being entitled to interest payable on such date from whom we have
received a written certification, dated not earlier than such Interest Payment
Date, substantially in the form attached hereto. We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

                  We undertake that any interest received by us and not paid as
provided above shall be returned to the Trustee for the above Securities
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid by such Trustee to the above issuer at the end of two
years after such Interest Payment Date.


Date:  ____________, 19__
(To be dated on or after the
relevant Interest Payment Date]


                                             [MORGAN GUARANTY TRUST COMPANY
                                             OF NEW YORK, BRUSSELS OFFICE,
                                             as Operator of the
                                             Euro-clear System]
                                             [CEDEL S.A.]

                                             By __________________________
                                                 (Authorized Signature)
                                                Name:
                                                Title:



                                      128
<PAGE>   140
                                   EXHIBIT A.4

              [FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS
                  TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE]


                                   CERTIFICATE

                             PAINE WEBBER GROUP INC.


                           [Insert title or sufficient
                           description of Securities]

                  This is to certify that as of the Interest Payment Date on
[Insert Date] and except as provided in the third paragraph hereof, none of the
above-captioned Securities held by you for our account was beneficially owned by
a United States person or for offer to resell or for resale to a United States
person or, if any of such Securities held by you for our account were
beneficially owned by a United States person, such United States person is a
financial institution within the meaning of Section l.165-l2(c)(l)(v) of the
United States Treasury Regulations located outside the United States purchasing
for its own account or for the account of a customer that agrees to comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986 and the regulations thereunder.

                  As used herein, "United States person" means any citizen or
resident of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source, and "United
States" means the United States of America (including the states and the
District of Columbia), its territories, its possessions, the Commonwealth of
Puerto Rico and other areas subject to its jurisdiction.


                                      129
<PAGE>   141
                  This certificate excepts and does not relate to U.S.
$________________ principal amount of the above-captioned Securities appearing
in your books as being held for our account as to which we are not yet able to
certify and as to which we understand interest cannot be credited unless and
until we are able to so certify.

                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Date:    ____________ , 19__
[To be dated on or after
the 15th day before the
relevant Interest Payment Date]


                                               [Name of Person Entitled to
                                               Receive Interest]

                                               -----------------------------
                                                   (Authorized Signature)
                                               Name:
                                               Title:




                                      130