<PAGE>   1
                                                                     EXHIBIT 4.2




                          BANK OF AMERICA CORPORATION,

                                    as Issuer

                                       AND

                              THE BANK OF NEW YORK,

                                   as Trustee



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

                               RESTATED INDENTURE

                           DATED AS OF JANUARY 1, 2001



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

                          SUBORDINATED DEBT SECURITIES

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





<PAGE>   2

                                TABLE OF CONTENTS

                                  ARTICLE ONE.

                                   DEFINITIONS

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SECTION 1.01. Definitions .........................................................1
   Additional Amounts..............................................................2
   Authorized Officer..............................................................2
   Board of Directors..............................................................2
   Board Resolution................................................................2
   Book-Entry Note.................................................................2
   Business Day....................................................................2
   Company.........................................................................3
   Company Order...................................................................3
   Corporate Trust Office..........................................................3
   CUSIP number....................................................................3
   Depositary......................................................................3
   Event of Default................................................................3
   Global Note.....................................................................3
   Indenture.......................................................................4
   Interest Payment Date...........................................................4
   Issue Date......................................................................4
   Maturity Date...................................................................4
   Notes...........................................................................4
   Note Register and Note Registrar................................................4
   Officers' Certificate...........................................................4
   Opinion of Counsel..............................................................4
   Outstanding.....................................................................5
   Paying Agent....................................................................5
   Person..........................................................................5
   Place of Payment................................................................5
   Redemption Date.................................................................5
   Regular Record Date.............................................................6
   Responsible Officer.............................................................6
   Senior Indebtedness.............................................................6
   Settlement Date.................................................................6
   Survivor's Option...............................................................6
   Tranche.........................................................................6
   United States Alien.............................................................7
   Vice President..................................................................7

SECTION 1.02.  Notice to Noteholders...............................................7

                                  ARTICLE TWO.

                     EXECUTION, ISSUE AND EXCHANGE OF NOTES

SECTION 2.01.  Amount Unlimited; Issuable in Series; Designation of Series.........7
SECTION 2.02.  Form of Notes.......................................................9
SECTION 2.03.  Denominations; Record Date.........................................10
SECTION 2.04.  Execution and Delivery of Notes....................................10
SECTION 2.05.  Appointment of Authenticating Agent; Form of Certificate of
               Authentication.....................................................11
SECTION 2.06.  Authentication and Delivery of Notes...............................13
SECTION 2.07.  Exchange and Registration of Transfer of Notes.....................13
SECTION 2.08.  Mutilated, Defaced, Destroyed, Lost or Stolen Notes................15
SECTION 2.09.  Cancellation.......................................................16
SECTION 2.10.  Book-Entry Only System.............................................16
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                                 ARTICLE THREE.

                     REDEMPTION OF NOTES; SURVIVOR'S OPTION

SECTION 3.01.  Redemption of Notes; Applicability of Section......................17
SECTION 3.02.  Notice of Redemption; Selection of Notes...........................17
SECTION 3.03.  Payment of Notes Called For Redemption.............................18
SECTION 3.04.  Redemption Suspended During Event of Default.......................18
SECTION 3.05   Survivor's Option..................................................19
SECTION 3.06   Repayment Option...................................................21

                                  ARTICLE FOUR.

                            PAYMENT AND PAYING AGENTS

SECTION 4.01.  Payment of Principal, Premium and Interest.........................22
SECTION 4.02.  Paying Agents......................................................24
SECTION 4.03.  Provisions As To Paying Agents.....................................24
SECTION 4.04.  Offices for Notices, Etc...........................................25
SECTION 4.05.  Determination of Additional Amounts................................26

                                  ARTICLE FIVE.

           NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01.  Noteholder Lists...................................................27
SECTION 5.02.  Preservation and Disclosure of Lists...............................27
SECTION 5.03.  Reports by the Company.............................................28
SECTION 5.04.  Reports By The Trustee.............................................29

                                  ARTICLE SIX.

                                    REMEDIES

SECTION 6.01.  Events of Default..................................................31
SECTION 6.02.  Acceleration of Maturity, Rescission and Annulment.................31
SECTION 6.03.  Collection of Indebtedness and Suits for Enforcement by Trustee....32
SECTION 6.04.  Trustee May File Proofs of Claim...................................33
SECTION 6.05.  Trustee May Enforce Claims Without Possession of Notes.............34
SECTION 6.06.  Application of Money Collected.....................................34
SECTION 6.07.  Limitation on Suits................................................35
SECTION 6.08.  Unconditional Right of Noteholders to Receive Principal,
               Premium and Interest...............................................35
SECTION 6.09.  Restoration of Rights and Remedies.................................35
SECTION 6.10.  Rights and Remedies Cumulative.....................................36
SECTION 6.11.  Delay or Omission Not Waiver.......................................36
SECTION 6.12.  Control by Noteholders.............................................36
SECTION 6.13.  Waiver of Past Defaults............................................37
SECTION 6.14.  Undertaking for Costs..............................................37
SECTION 6.15.  Waiver of Stay or Extension Laws...................................37

                                 ARTICLE SEVEN.

                             CONCERNING THE TRUSTEE

SECTION 7.01.  Duties And Responsibilities of Trustee.............................38
SECTION 7.02.  Reliance on Documents, Opinions, Etc...............................39
SECTION 7.03.  No Responsibility for Recitals, Etc................................40
SECTION 7.04.  Ownership of Notes.................................................40
SECTION 7.05.  Moneys To Be Held in Trust.........................................40
SECTION 7.06.  Compensation and Expenses of Trustee...............................40
SECTION 7.07.  Officers' Certificate as Evidence..................................41
SECTION 7.08.  Conflicting Interest of Trustee....................................41
SECTION 7.09.  Eligibility of Trustee.............................................47
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SECTION 7.10.  Resignation or Removal of Trustee..................................47
SECTION 7.11.  Acceptance by Successor Trustee....................................49
SECTION 7.12.  Successor By Merger, Etc...........................................50
SECTION 7.13.  Limitations on Rights of Trustee as Creditor.......................50
SECTION 7.14.  Notice of Default..................................................53

                                 ARTICLE EIGHT.

                           CONCERNING THE NOTEHOLDERS

SECTION 8.01.  Action by Noteholders..............................................54
SECTION 8.02.  Proof of Execution By Noteholders..................................54
SECTION 8.03.  Who Are Deemed Absolute Owners.....................................55
SECTION 8.04.  Company-Owned Notes Disregarded....................................55
SECTION 8.05.  Revocation of Consents; Future Noteholders Bound...................55
SECTION 8.06.  Record Date .......................................................56

                                  ARTICLE NINE.

                              NOTEHOLDERS' MEETINGS

SECTION 9.01.  Purposes of Meetings...............................................56
SECTION 9.02.  Call of Meetings By Trustee........................................56
SECTION 9.03.  Call of Meetings by Company or Noteholders.........................56
SECTION 9.04.  Qualification For Voting...........................................57
SECTION 9.05.  Regulations .......................................................57
SECTION 9.06.  Voting ............................................................57

                                  ARTICLE TEN.

                             SUPPLEMENTAL INDENTURES

SECTION 10.01. Supplemental Indentures Without Consent of Noteholders.............58
SECTION 10.02. Supplemental Indentures With Consent of Noteholders................60
SECTION 10.03. Compliance With Trust Indenture Act; Effect of Supplemental
               Indentures.........................................................60
SECTION 10.04. Notation on Notes..................................................61

                                 ARTICLE ELEVEN.

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01. Company May Consolidate, Etc., on Certain Terms....................61
SECTION 11.02. Successor Corporation to be Substituted for Company................61
SECTION 11.03. Opinion of Counsel to be Given Trustee.............................62

                                 ARTICLE TWELVE.

            SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

SECTION 12.01. Discharge of Indenture.............................................62
SECTION 12.02. Deposited Moneys To Be Held In Trust By Trustee....................63
SECTION 12.03. Paying Agent to Repay Moneys Held..................................63
SECTION 12.04. Return of Unclaimed Moneys.........................................63
SECTION 12.05. Satisfaction, Discharge and Defeasance of Notes of Any Series......63

                                ARTICLE THIRTEEN.

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01. Indenture and Notes Solely Corporate Obligations...................65
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                                ARTICLE FOURTEEN.

                            MISCELLANEOUS PROVISIONS

SECTION 14.01. Benefits of Indenture Restricted to Parties and Holders............65
SECTION 14.02. Provisions Binding on Company's Successors.........................65
SECTION 14.03. Addresses for Notices, Etc.........................................65
SECTION 14.04. Evidence of Compliance With Conditions Precedent...................65
SECTION 14.05. Legal Holidays.....................................................66
SECTION 14.06. Trust Indenture Act to Control.....................................66
SECTION 14.07. Execution in Counterparts..........................................66
SECTION 14.08. New York Contract..................................................66
SECTION 14.09. Severability of Provisions.........................................66

                                ARTICLE FIFTEEN.

                             SUBORDINATION OF NOTES

SECTION 15.01. Notes Subordinate to Senior Indebtedness...........................66
SECTION 15.03. Trustee To Effectuate Subordination................................69
SECTION 15.04. Trustee Not Charged with Knowledge of Prohibition..................69
SECTION 15.05. Rights of Trustee as Holder of Senior Indebtedness.................70
SECTION 15.06. Trustee Not Fiduciary for Holders of Senior Indebtedness...........70
SECTION 15.07. Article Applicable to Paying Agents................................70
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         THIS RESTATED INDENTURE dated as of January 1, 2001, between BANK OF
AMERICA CORPORATION, a corporation duly organized and existing under the laws of
the state of Delaware (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as trustee hereunder (the "Trustee," which term shall
include any successor trustee appointed pursuant to Article Seven).

                                   WITNESSETH:

         WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes its subordinated unsecured debt securities, including notes
and other evidence of indebtedness (the "Notes"), and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes in one or more series in an unlimited principal amount, to bear such rates
of interest, to mature at such time or times and to have such other provisions
as shall be fixed as hereinafter provided; and

         WHEREAS, in connection with the issuance of the Notes, the Company and
the Trustee entered into that certain Indenture dated as of October 2, 2000 (the
"Original Indenture"); and

         WHEREAS, pursuant to Section 10.01 of the Original Indenture, the
Company and the Trustee are entitled to make certain changes and additions
thereto from time to time; and

         WHEREAS, the Company and the Trustee now desire to make certain changes
and additions to the Original Indenture; and

         WHEREAS, the Company has duly authorized the execution of this
Indenture and the issuance and sale of its Notes; and

         WHEREAS, all acts and things necessary to constitute this Indenture a
valid agreement of the Company according to its terms, have been done and
performed;

         NOW, THEREFORE:

         In order to declare the terms and conditions upon which the Notes are
authenticated, issued and received, and in consideration of the premises, of the
purchase and acceptance of the Notes by the holders thereof, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Notes, as follows:

                                  ARTICLE ONE.
                                  DEFINITIONS.

         SECTION 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939, as amended, (the "Trust Indenture Act") or which are by reference therein
defined in the Securities Act of 1933, as amended (the "Securities Act"), shall
have the meanings


<PAGE>   7

(except as herein otherwise expressly provided or unless the context otherwise
clearly requires) assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meaning assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
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.

Additional Amounts:

         The term "Additional Amounts" shall mean any additional amounts to be
paid by the Company in respect of Notes of a series, as may be specified
pursuant to Section 4.05 and in such Notes and under the circumstances specified
therein, in respect of certain specified taxes, assessments or other
governmental charges imposed on certain holders who are United States Aliens,
which may be owing to such holders as set forth in Section 4.05.

Authorized Officer:

         The term "Authorized Officer" shall mean the Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, any Vice President,
General Counsel, Deputy or Associate General Counsel or Treasurer of the
Company.

Board of Directors:

         The term "Board of Directors" or "Board" shall mean the Board of
Directors of the Company or any duly authorized committee of such Board.

Board Resolution:

         The term "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or by a committee acting under the authority of, or
appointment by, the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

Book-Entry Note:

         The term "Book-Entry Note" shall have the meaning given such term in
Section 2.03.

Business Day:

         The term "Business Day" shall mean, with respect to any Note, unless
such Note shall say otherwise, any weekday that is (1) not a legal holiday in
New York, New York or Charlotte, North Carolina and (2) not a day on which
banking institutions in those cities are authorized or required by law or
regulation to be closed.



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<PAGE>   8

Company:

         The term "Company" shall mean Bank of America Corporation 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 Order:

         The term "Company Order" shall mean a written request, order or consent
signed in the name of the Company by any Authorized Officer and delivered to the
Trustee.

Corporate Trust Office:

         The term "Corporate Trust Office" shall mean the principal corporate
trust office of the Trustee at which, at any particular time, its corporate
trust business shall be administered, which office at the date of original
execution of this Indenture is located at The Bank of New York 101 Barclay
Street, 21 West, New York, New York 10286.

CUSIP number:

         The term "CUSIP number" shall mean the identification numbers obtained
by the Company from the CUSIP Service Bureau of Standard & Poor's Corporation
for assignment to the Notes.

Depositary:

         The term "Depositary" shall mean, with respect to the Notes of any
series issuable or issued in whole or in part in the form of one or more Global
Notes, the entity designated as Depositary by the Company pursuant to Section
2.01 until a successor Depositary shall have become such, and thereafter
"Depositary" shall mean or include each entity who is then a Depositary
hereunder.

Event of Default:

         The term "Event of Default" shall mean any event specified as such in
Section 6.01.

Global Note:

         The term "Global Note" shall mean those Notes executed by the Company,
authenticated and delivered to the Depositary, or a custodian at the
Depositary's instruction, to be held and administered by or on behalf of, the
Depositary for the benefit of purchasers of Notes. The Global Notes shall be
registered in the name of the Depositary or its nominee.



                                       3
<PAGE>   9

Indenture:

         The term "Indenture" shall mean 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.

Interest Payment Date:

         The term "Interest Payment Date," when used with respect to any Note,
shall mean the stated maturity of an installment of interest on such Note.

Issue Date:

         The term "Issue Date" shall mean, with respect to Notes of any Tranche
the date such Notes are authenticated pursuant to Section 2.06.

Maturity Date:

         The term "Maturity Date," when used with respect to any Note, shall
mean the stated maturity of such Note.

Notes:

         The term "Note" or "Notes" shall mean the Bank of America Subordinated
InterNotes(SM), as well as any other debt securities of the Company which may be
issued, authenticated and delivered under this Indenture.

Note Register and Note Registrar:

         The terms "Note Register" and "Note Registrar" shall have the meanings
set forth in Section 2.07 hereof.

Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed by any
Authorized Officer and delivered to the Trustee.

Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company.



                                       4
<PAGE>   10

Outstanding:

         The term "Outstanding," when used with reference to Notes, shall,
subject to the provisions of Section 7.08 and Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except

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

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

                  (c) Notes that have been defeased pursuant to Section 12.05
         hereof; and

                  (d) Notes paid or in lieu of and in substitution for which
         other Notes shall have been authenticated and delivered pursuant to the
         terms of Article Two, unless proof satisfactory to the Trustee is
         presented that any such Notes are held by bona fide holders in due
         course.

Paying Agent:

         The term "Paying Agent" shall mean, initially, The Bank of New York for
the Notes as set forth in Section 4.02, and subsequently, any other paying agent
appointed by the Company from time to time in respect of the Notes.

Person:

         The term "Person" shall mean 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:

         The term "Place of Payment," when used with respect to Notes of any
series, shall mean the place or places where the principal of (and premium, if
any) and interest, if any, on the Notes are payable.

Redemption Date:

         The term "Redemption Date" shall have the meaning given such term in
Section 3.02.



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<PAGE>   11

Regular Record Date:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Notes of any series shall mean the date specified for that
purpose as contemplated by Sections 2.01, 2.03 and 4.01.

Responsible Officer:

         The term "Responsible Officer" when used with respect to the Trustee
shall mean any officer within the Corporate Trust Office including any Vice
President, Managing Director, Assistant Vice President, Secretary, Assistant
Secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the particular
subject.

Senior Indebtedness:

         The term "Senior Indebtedness" shall mean any indebtedness for money
borrowed outstanding on the date of execution of this Indenture as originally
executed, or thereafter created, incurred or assumed, for the payment of which
the Company is at the time of determination responsible or liable as obligor,
guarantor or otherwise, and all deferrals, renewals, extensions and refundings
of any such indebtedness or obligations, other than the Notes or any other
indebtedness as to which, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such indebtedness
is subordinate in right of payment to any other indebtedness of the Company, it
being understood that the description of Senior Indebtedness set forth herein
shall be deemed to include all indebtedness of the Company for borrowed and
purchased money of the Company, all obligations of the Company arising from
off-balance sheet guarantees by the Company and direct credit substitutes and
obligations of the Company associated with derivative products such as interest
and foreign exchange rate contracts and commodity contracts.

Settlement Date:

         The term "Settlement Date" shall mean the date of delivery of a Note
against receipt of immediately available funds by the Company in payment for
such Note.

Survivor's Option:

         The term "Survivor's Option" shall mean, where applicable, the right of
the personal representative of a beneficial owner of a Note to require the
Company to repay that Note prior to its Maturity Date upon the death of the
beneficial owner of the Note.

Tranche:

         The term "Tranche" shall have the meaning given such term in Section
2.06.



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<PAGE>   12

United States Alien:

         The term "United States Alien" shall mean 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 to the extent that one or more of its members 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:

         The term "Vice President" when used with respect to the Company or the
Trustee shall mean any vice president, whether or not designated by a number or
word or words added before or after the title "Vice President," including any
Executive or Senior Vice President

         SECTION 1.02. Notice to Noteholders. Except as otherwise expressly
provided herein, where this Indenture provides for notice to holders of Notes of
any event, such notice shall be sufficiently given if in writing and mailed,
first class, postage prepaid, to each holder at such holder's address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date prescribed for such notice.

         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular holder of a Note shall affect the sufficiency of
such notice with respect to other holders of Notes.

         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 by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         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 Notes 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.

                                  ARTICLE TWO.
                     EXECUTION, ISSUE AND EXCHANGE OF NOTES

         SECTION 2.01. Amount Unlimited; Issuable in Series; Designation of
Series. Upon the execution of this Indenture, or from time to time thereafter,
Notes up to the aggregate principal amount and containing terms and conditions
from time to time authorized by or pursuant to a Board Resolution, or in an
indenture supplemental hereto (a "Supplemental Indenture"), may be executed and
delivered by the Company. Notes will be delivered to the Trustee for
authentication, after execution by the Company, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon a Company Order without any
further action by the Company. The Trustee shall have the right to decline to
authorize and deliver any Notes



                                       7
<PAGE>   13
under this Section if the Trustee, being advised by counsel, determines that
such action may not lawfully be taken or if the Trustee in good faith by a
committee of Responsible Officers determines that such action would expose the
Trustee to personal liability to existing holders of Notes.

         The Notes may be issued in one or more series. The aggregate principal
amount of Notes of all series which may be authenticated and delivered and
outstanding under this Indenture is not limited. The Notes of a particular
series may be issued up to the aggregate principal amount of Notes for such
series from time to time authorized by or pursuant to a Board Resolution or
Supplemental Indenture. Any limitations on the amount of Notes of a series may
be periodically increased by Board Resolution or Supplemental Indenture.

         There shall be established in or pursuant to a Board Resolution or
Supplemental Indenture, and set forth in an Officers' Certificate, prior to the
initial issuance of Notes of any series:

         (1) the designation of the Note of the series (which shall distinguish
the Notes of the series from all other series of Notes);

         (2) the aggregate principal amount of the Notes of the series which may
be then authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of the series pursuant to Section 2.07, 2.08,
3.01 or 10.04) which amount may be "reopened" and increased;

         (3) the date or dates on which the principal of the Notes of the series
is payable;

         (4) the rates at which Notes of the series shall bear interest, if any,
the date from which such interest shall accrue, the Interest Payment Dates and
the Regular Record Date;

         (5) the place or places (in addition to such place or places specified
in this Indenture) where the principal of (and premium, if any) and interest, if
any, on Notes of the series shall be payable;

         (6) the right, if any, of the Company to redeem Notes, in whole or in
part, at its option and the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Notes of the series may be
redeemed pursuant to any sinking fund or otherwise;

         (7) the obligation, if any, of the Company to redeem, purchase or repay
Notes of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a holder thereof (including the
Survivor's Option) and the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Notes of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

         (8) the denominations in which Notes of the series shall be issuable,
if other than $1,000 and integral multiples of $1,000;



                                       8
<PAGE>   14

         (9) any portion of the principal amount of Notes of the series which
shall be payable upon declaration of acceleration of the maturity thereof or
which the Trustee shall be entitled to claim pursuant to Section 6.02;

         (10) whether any Notes of the series shall be issued in any form other
than book-entry only and the details of such issuance and the provisions
relating to the transfer of such Notes;

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

         (12) the provisions, if any, for the defeasance of any Notes of the
series;

         (13) the currency, currencies or currency units in which payment of the
principal of (and premium, if any) and any interest on any Notes of the series
shall be payable if other than the currency of the United States of America;

         (14) if the Company has agreed to pay Additional Amounts, the
circumstances under which those Additional Amounts will be paid and whether the
Company has the option to redeem such Notes rather than pay such Additional
Amounts;

         (15) any trustees, depositories, authenticating or paying agents,
registrars or any other agents with respect to the Notes of such series; and

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

         All Notes of any one series shall be substantially identical except (i)
as to denomination, interest rate, maturity and other similar terms, and (ii) as
may otherwise be provided in or pursuant to such Board Resolution or
Supplemental Indenture and set forth in an Officers' Certificate.

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

         SECTION 2.02. Form of Notes. The Notes of each series shall be
substantially in the forms approved from time to time by or pursuant to a Board
Resolution, Supplemental Indenture or an Officers' Certificate. Such forms may
have 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 or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may deem



                                       9
<PAGE>   15

appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Notes may be listed, or to conform to usage.

         Notes of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, and the authorized principal amount of any series may be
increased to provide for issuances of additional Notes of such series. If so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, the terms of such Notes to be issued from time to time
may be determined as set forth in such Board Resolution, Supplemental Indenture
or Officers' Certificate, as the case may be. All Notes of any one series shall
be substantially identical except as to denomination, interest rate, maturity
and other similar terms and except as may otherwise be provided by or pursuant
to the related Board Resolution, Supplemental Indenture or Officers'
Certificate.

         The Notes may be typed, printed, lithographed or engraved on steel
engraved borders or produced or reproduced in any other manner (including copies
of manually signed originals), all as determined by the officers of the Company
executing such Notes as evidenced by their execution of such Notes by manual or
facsimile signature.

         SECTION 2.03. Denominations; Record Date. Unless otherwise determined
or pursuant to a Board Resolution or Supplemental Incentive, the Notes of each
series shall be issuable in book-entry-only form ("Book-Entry Notes") without
coupons in denominations of $1,000 or more (and any amount in excess thereof
that is an integral multiple of $1,000).

         The person in whose name any Note is registered at the close of
business on the Regular Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date
notwithstanding the cancellation of such Note upon any transfer or exchange
thereof subsequent to such Regular Record Date and prior to such Interest
Payment Date; provided, however, that if and to the extent the Company shall
default in the payment of the interest due on such Interest Payment Date, such
defaulted interest shall be paid to the persons in whose names outstanding Notes
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of Notes of the series in default
not less than 15 days preceding such subsequent record date, such record date to
be not less than five days preceding the date of payment of such defaulted
interest.

         SECTION 2.04. Execution and Delivery of Notes. The Notes shall be
signed on behalf of the Company by its Chairman of the Board, President, Chief
Executive Officer or any Vice President. Such signatures may be the manual or
facsimile signatures of the present or any future such officers.

         Only such Notes as shall bear thereon a certificate of authentication
substantially in the form described in Section 2.05, executed by the Trustee by
manual signature of one of its responsible officers if a Global Note, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate upon any Note shall be conclusive evidence that



                                       10
<PAGE>   16

the Note so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

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

         Within five days after the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officers' Certificate as to the
incumbency and specimen signatures of officers authorized to execute Notes and
to give Company Orders under this Indenture and, as long as Notes are
outstanding under this Indenture, shall deliver a similar Officers' Certificate
each year on the anniversary of the date of the first such Officers'
Certificate. The Trustee may conclusively rely on such certificate and the
documents delivered with authorized signatures (unless revoked by superseding
comparable documents) as to the authorization of the Board of Directors of any
Notes delivered hereunder, and the form, terms and conditions thereof, and as to
the authority of the instructing officers referred to in this Section so to act.

         SECTION 2.05. Appointment of Authenticating Agent; Form of Certificate
of Authentication. The certificate of authentication as to Notes shall be in the
following form:

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

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


                                    The Bank of New York, as Trustee



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

         The Trustee may appoint an authenticating agent or agents (which may be
an affiliate or affiliates the Company) with respect to one or more series of
Notes which shall be authorized to act on behalf of the Trustee to authenticate
Notes of such series issued upon original issue or upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 2.08, and Notes
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 Notes by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an authenticating agent and a certificate
of authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America or of any State or Territory thereof or of the District of
Columbia, which (a) is authorized under such laws to exercise



                                       11
<PAGE>   17

corporate trust powers or to otherwise act as authenticating agent, (b) is
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority, and (c) shall have at all times a combined capital and
surplus of not less than $5,000,000. 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 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 promptly give notice of
such appointment to all holders of Notes in the manner and to the extent
provided in Section 1.02. 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 7.06.

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



                                       12
<PAGE>   18

               [ALTERNATIVE FORM OF CERTIFICATE OF AUTHENTICATION]

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


                  THE BANK OF NEW YORK, as Trustee



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

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

         If all of the Notes of a series are not originally issued at one time,
and the Trustee does not have an office capable of authenticating Notes upon
original issuance located in a Place of Payment where the Company wishes to have
Notes of such series authenticated upon original issuance, the Trustee, if so
requested by the Company in writing, shall appoint in accordance with this
Section an authenticating agent (which, if so requested by the Company, shall be
such affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of Notes, provided that the terms and
conditions of such appointment are acceptable to the Trustee.

         SECTION 2.06. Authentication and Delivery of Notes. At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for
authentication by the Trustee together with a Company Order for the
authentication and delivery of such Notes, and the Trustee shall authenticate
and deliver such Notes in accordance with such Company Order. A Company Order
may specify that instructions to the Trustee as to the authentication and
delivery of Notes may be given on behalf of the Company by any person designated
in such Company Order, and the Trustee may conclusively rely on any such
instructions as if given by the Company until such Company Order is expressly
revoked by a subsequent Company Order.

         Notes of the same series which have the same terms, including the same
Settlement Date, Maturity Date, Interest Rate, Interest Payment Dates and
Redemption Date, if any (all such Notes being collectively referred to herein as
a "Tranche"), may be represented by a single global note, without interest
coupons.

         SECTION 2.07.     Exchange and Registration of Transfer of Notes.

                  (a) The Company shall keep, at an office or agency to be
         designated and maintained by the Company in accordance with Section
         4.04 (as such, a "Note Registrar"), registry books (the "Note
         Register") in which, subject to such reasonable regulations as it may
         prescribe, the Company shall register Notes and shall register the
         transfer of Notes of each such series as provided in this Article Two.
         Such Note Register



                                       13
<PAGE>   19

         shall be in written form or in any other form capable of being
         converted into written form within a reasonable time. At all reasonable
         times such Note Register shall be open for inspection by the Trustee.
         Upon due presentment for registration of transfer of any Notes of a
         particular series at such office or agency maintained pursuant to
         Section 4.04 for such purpose in a Place of Payment, the Company shall
         execute and register and the Trustee shall authenticate and make
         available for delivery in the name of the transferee or transferees a
         new Note or Notes of such series of any authorized denominations and
         for an equal aggregate principal amount and tenor.

                  (b) Notwithstanding any other provisions of this Section,
         unless and until it is exchanged in whole or in part for individual
         certificated Notes represented thereby, in definitive form, a Global
         Note may not be transferred except as a whole by the Depositary for
         such series to a nominee of such Depositary or by a nominee of such
         Depositary to such Depositary or another nominee of such Depositary or
         by such Depositary or any such nominee to a successor Depositary for
         such series or a nominee of such successor Depositary.

                  If at any time the Depositary for Notes of a series notifies
         the Company that it is unwilling or unable to continue as Depositary
         for the Book-Entry Notes of such series or if at any time the
         Depositary for the Book-Entry Notes of such series shall no longer be
         eligible under Section 2.06, the Company shall appoint a successor
         Depositary with respect to the Notes of such series. If a successor
         Depositary for the Notes is not appointed by the Company within 90 days
         after the Company receives such notice or becomes aware of such
         ineligibility, the Company will execute, authenticate and deliver,
         Notes of such series in definitive form in an aggregate principal
         amount and like terms and tenor equal to the principal amount of the
         Book-Entry Note or Notes in global form representing such series in
         exchange for such Book-Entry Note or Notes in global form.

                  The Company may at any time and in its sole discretion
         determine that individual Book-Entry Notes of any series shall no
         longer be represented by a Global Note. In such event the Company will
         execute, authenticate and deliver individual certificated Notes of such
         series in definitive form in authorized denominations and in an
         aggregate principal amount equal to the principal amount of the Global
         Note representing such series in exchange for such Global Note.

                  If directed by the Company with respect to a series of
         Book-Entry Notes, the Depositary for such series of Notes may surrender
         the Global Note for such series of Notes in exchange in whole or in
         part for individual Notes of such series in definitive form and of like
         terms and tenor on such terms as are acceptable to the Company, the
         Trustee and such Depositary. Thereupon, the Company shall execute,
         authenticate and deliver, without service charge:

                           (1) to the Depositary or to each person specified by
                  such Depositary a new individual Note or Notes of the same
                  series and of the same tenor, of authorized denominations, in
                  aggregate principal amount equal to and in exchange for such
                  person's beneficial interest in the Global Note; and



                                       14
<PAGE>   20

                           (2) to such Depositary a new Global Note in a
                  denomination equal to the difference, if any, between the
                  principal amount of the surrendered Global Note and the
                  aggregate principal amount of the individual Notes delivered
                  to holders thereof.

                  Upon the exchange of a Global Note for Notes in definitive
         form, such Global Note shall be cancelled by the Trustee. Certificated
         Notes issued in exchange for a Global Note pursuant to this Section
         shall be registered in such names and in such authorized denominations
         as the Depositary for such Global Note, pursuant to instructions from
         its direct or indirect participants or otherwise, shall instruct the
         Trustee in writing. The Company shall deliver such certificated Notes
         to the persons in whose names such Notes are so registered or to the
         Depositary.

                  Whenever any certificated Notes are surrendered for exchange,
         the Company shall execute, authenticate and deliver the Notes which the
         holder making the exchange is entitled to receive. All Notes issued
         upon any registration of transfer or exchange of Notes shall be the
         valid obligations of the Company, evidencing the same debt, and
         entitled to the same benefits under this Indenture, as the Notes
         surrendered upon such registration of transfer or exchange.

                  The Company shall not be required (i) to issue, register the
         transfer of or exchange any Notes of any series during a period
         beginning at the opening of business 15 days before the day of the
         selection for redemption of Notes of that series under Section 3.02 and
         ending at the close of business on the day of such selection or (ii) to
         register the transfer of or exchange any Note selected for redemption
         in whole or in part, except in the case of any Note to be redeemed in
         part, the portion thereof not to be redeemed.

                  The ownership interest of a beneficial owner in a Book-Entry
         Note will be recorded through the records of such participants in the
         Depositary or through the separate records of such participants and the
         records of indirect participants in the Depositary.

                  Transfers of a Book-Entry Note will be accomplished by book
         entries made by the Depositary and, in turn, by participants (and in
         certain cases, one or more indirect participants in the Depositary)
         acting on behalf of beneficial transferors and transferees of such
         Book-Entry Note.

                  No service charge shall be made for any exchange of Notes, but
         the Company may require payment of a sum sufficient to cover any tax or
         other governmental charge that may be imposed in connection therewith.

         SECTION 2.08. Mutilated, Defaced, Destroyed, Lost or Stolen Notes. In
case any Note shall at any time become mutilated, defaced, destroyed, lost or
stolen, and such Note or satisfactory evidence of the destruction, loss, or
theft thereof (together with the security and indemnity hereinafter referred to
and such other documents or proof required by the Company),



                                       15
<PAGE>   21

shall be delivered to the Company, then the Company shall execute and the
Trustee shall authenticate and deliver, in lieu of such Note, a new Note bearing
a number not contemporaneously outstanding of the same form, Settlement Date,
Interest Rate, denomination, Maturity Date and Interest Payment Dates. In the
case of any mutilated, defaced, destroyed, lost or stolen Note, a surety bond or
other indemnity satisfactory to the Company and the Trustee may be required of
the holder of such Note before a replacement Note will be issued. All expenses
(including taxes and governmental charges) associated with obtaining such
indemnity and in issuing the new Note shall be borne by the holder of the Note
so mutilated, defaced, destroyed, lost or stolen.

         In case any such mutilated, defaced, destroyed, lost or stolen Note has
become or is about to become due and payable in full, the Company in its
discretion, instead of issuing a new Note may pay such Note on the date such
Note is due and payable.

         Every substituted Note issued pursuant to the provisions of this
Section by virtue of the fact that any Note is destroyed, lost or stolen shall,
with respect to such Note, constitute an additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

         All Notes shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.09. Cancellation. All Notes surrendered for payment,
redemption, registration of transfer, or exchange, as the case may be, shall, if
surrendered to the Trustee, be cancelled and destroyed by it in accordance with
its customary procedures and a certificate of destruction delivered to the
Company, or shall, if surrendered to any Paying Agent, be delivered to the
Trustee and promptly cancelled and destroyed by the Trustee and a certificate of
destruction delivered to the Company, and no Notes shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Notes and deliver a certificate
of destruction to the Company.

         SECTION 2.10. Book-Entry Only System. If specified by the Company
pursuant to Section 2.01 with respect to Notes represented by a Note in global
form, a series of Notes may be issued initially in book-entry only form and, if
issued in such form, shall be represented by one or more Notes in global form
registered in the name of the Depositary or other depositary designated with
respect thereto. So long as such system of registration is in effect, (a) Notes
of a series so issued in book-entry only form will not be issuable in the form
of or exchangeable for Notes in certificate or definitive registered form, (b)
the records of the Depositary or such other depositary will be determinative for
all purposes and (c) neither the Company, the Trustee nor any paying agent, Note
Registrar or transfer agent for such Notes will have any responsibility or
liability for (i) any aspect of the records relating to or payments made on
account of owners of



                                       16
<PAGE>   22

beneficial interests in the Notes of such series, (ii) maintaining, supervising
or reviewing any records relating to such beneficial interests, (iii) receipt of
notices, voting and requesting or directing the Trustee to take, or not to take,
or consenting to, certain actions hereunder, or (iv) the records and procedures
of the Depositary or such other depositary, as the case may be.

                                 ARTICLE THREE.
                     REDEMPTION OF NOTES; SURVIVOR'S OPTION

         SECTION 3.01. Redemption of Notes; Applicability of Section. The
Company shall have the right to permit any Note issued hereunder to be redeemed.
The terms of any such redemption shall be contained in the particular Note.
Redemption of Notes of any series permitted or required by the terms of the
Notes shall be made in accordance with such terms and this Section; provided,
however, that if any provision of a series of Notes conflicts with any provision
of this Section, the provision of such series of Notes shall govern.

         SECTION 3.02. Notice of Redemption; Selection of Notes. In case the
Company elects to exercise the rights to redeem all or, as the case may be, any
part of a series of Notes, it shall fix a date for redemption (the "Redemption
Date"). Notice of redemption of Notes 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. The Company or the
Trustee, as the case may be, shall give notice of such redemption, at least 30
and not more than 60 days prior to the date fixed for a redemption to the
holders of such Notes so to be redeemed. Notice given in such manner shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the holder of any such Note designated for redemption shall not
affect the validity of the proceedings for the redemption of any other such
Note. If the Company requests the Trustee to give any notice of redemption, it
shall make such request at least 5 days prior to the designated date for
delivering such notice, unless a shorter period is satisfactory to the Trustee.

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which such Notes are to be redeemed, the
CUSIP numbers of such Notes, the Place of Payment where such Notes will be paid
upon presentation and surrender of such Notes, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all of the series is to be redeemed, the notice of
redemption shall specify the numbers of the Notes to be redeemed. In case any
Note 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,
upon surrender of such Note, a new Note or Notes of the same series in principal
amount equal to the unredeemed portion thereof will be issued.

         On or before the Redemption Date, the Company will deposit in trust
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the Redemption Date all the Notes or portions of Notes so called
for redemption at the appropriate redemption price, together with accrued
interest, if any, to the date fixed for redemption. If less than all of a series
of Notes is to be redeemed, the Company will give the Trustee adequate written
notice at



                                       17
<PAGE>   23

least 45 days in advance (unless a shorter notice shall be satisfactory to the
Trustee) as to the aggregate principal amount of Notes to be redeemed.

         If less than all the Notes of a series is to be redeemed, the Trustee
shall select, pro rata or by lot or in such other manner as it shall deem
appropriate and fair, not more than 60 days prior to the date of redemption, the
numbers of such Notes Outstanding not previously called for redemption, to be
redeemed in whole or in part. The portion of principal of Notes so selected for
partial redemption shall be equal to the minimum authorized denomination for
Notes of that series or any integral multiple thereof. The Trustee shall
promptly notify the Company of the Notes to be redeemed. If, however, less than
all the Notes of a series having differing issue dates, interest rates and
stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Notes of such series to be redeemed and shall notify the
Trustee in writing at least 45 days prior to the relevant Redemption Date.

         SECTION 3.03. Payment of Notes Called For Redemption. If notice of
redemption has been given as provided above, the Notes or portions of Notes with
respect to which such notice has been given shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price,
together with any interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Notes
at the redemption price, together with interest accrued to said date) interest
on such Notes or portions of Notes so called for redemption shall cease to
accrue. On presentation and surrender of such Notes subject to redemption at the
Place of Payment and in the manner specified in such notice, such Notes or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption.

         Any Note that 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 such holder's
attorney duly authorized in writing) and upon such presentation, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Note or Notes of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the principal of the Note so presented. If a Global
Note is so surrendered, such new Note so issued shall be a new Global Note.

         SECTION 3.04. Redemption Suspended During Event of Default. The Trustee
shall not redeem any Notes (unless all Notes then outstanding are to be
redeemed) or commence the giving of any notice or redemption of Notes during the
continuance of any Event of Default of which a Responsible Officer of the
Trustee has actual knowledge or notice, except that where the giving of notice
of redemption of any Notes shall theretofore have been made, the Trustee shall
redeem such Notes, provided funds are deposited with it for such purpose. Except
as aforesaid, any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be held in trust for the
benefit of the noteholders and applied in the manner set forth in Section 6.06;
provided, however, that in case such Event of Default shall



                                       18
<PAGE>   24

have been waived as provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the provisions of this
Article.

         SECTION 3.05. Survivor's Option. If so specified in any Note, the
representative of a beneficial owner of such Note shall have the option to elect
repayment of such Note following the death of the beneficial owner of such Note
(a "Survivor's Option"). Unless otherwise specified in the Note, no Survivor's
Option may be exercised if the deceased beneficial owner of the Note held such
Note for less than six months prior to the beneficial owner's death.

         Pursuant to exercise of the Survivor's Option, the Company shall repay
any Note (or portion thereof) properly tendered for repayment by or on behalf of
the person (the "Representative") that has authority to act on behalf of the
deceased beneficial owner of a Note under the laws of the appropriate
jurisdiction (including, without limitation, the personal representative,
executor, surviving joint tenant or surviving tenant by the entirety of such
deceased beneficial owner) at a price equal to 100% of the principal amount of
the beneficial interest of the deceased owner in such Note plus accrued interest
to the date of such repayment (or at a price equal to the Amortized Face Amount
for Original Issue Discount Notes and Zero-Coupon Notes on the date of such
repayment), subject to the following limitations:

                  (a) The Company may, in its sole discretion, limit the
         aggregate principal amount of Notes as to which exercises of the
         Survivor's Option shall be accepted in any calendar year (the "Annual
         Put Limitation") to 1% of the Outstanding principal amount of the Notes
         as of the end of the most recent fiscal year, but not less than
         $1,000,000 in any such calendar year, or such greater amount as the
         Company in its sole discretion may determine for any calendar year, and
         may limit to $200,000, or such greater amount as the Company in its
         sole discretion may determine for any calendar year, the aggregate
         principal amount of Notes (or portions thereof) as to which exercise of
         the Survivor's Option will be accepted in such calendar year with
         respect to any individual deceased owner or beneficial interests in
         such Notes (the "Individual Put Limitation").

                  (b) The Company shall not make principal repayments pursuant
         to exercise of the Survivor's Option in amounts that are less than
         $1,000, and, in the event that the limitations described in the
         preceding sentence would result in the partial repayment of any Note,
         the principal amount of such Note remaining outstanding after repayment
         must be at least $1,000 (the minimum authorized denomination of the
         Notes).

                  (c) Any Note (or portion thereof) tendered pursuant to a valid
         exercise of the Survivor's Option may not be withdrawn.

         Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted promptly in the order all
such Notes are tendered, except for any Note (or portion thereof) the acceptance
of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the
Individual Put Limitation, if applied, with respect to the relevant individual
deceased owner of beneficial interests therein. If, as of the end of any
calendar year, the aggregate principal amount of Notes (or portions thereof)
that have been accepted pursuant to exercise of the Survivor's Option during
such year has exceeded either the Annual Put



                                       19
<PAGE>   25

Limitation, if applied, or the Individual Put Limitation, if applied, for such
year, any exercise(s) of the Survivor's Option with respect to Notes (or
portions thereof) not accepted during such calendar year because such acceptance
would have contravened either such limitation, if applied, shall be deemed to be
tendered in the following calendar year in the order all such Notes (or portions
thereof) were tendered. Normally, any Note (or portion thereof) accepted for
repayment pursuant to exercise of the Survivor's Option shall be repaid on the
first Interest Payment Date that occurs 20 or more calendar days after the date
of such acceptance. In the event that a Note (or any portion thereof) tendered
for repayment pursuant to valid exercise of the Survivor's Option is not
accepted, the Trustee shall deliver a notice by first-class mail to the
registered holder thereof at its last known address as indicated in the Note
Register, that states the reason such Note (or portion thereof) has not been
accepted for payment.

         In order for a Survivor's Option to be validly exercised with respect
to any Note (or portion thereof), the Trustee must receive from the
Representative of the deceased owner (i) a written request for repayment signed
by the Representative, and such signature must be guaranteed by a member firm of
a registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of a Note
(or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to
the Trustee that (A) the deceased was the owner of a beneficial interest in such
Note at the time of death and for at least six months prior to such Owner's
death, (B) the death of such beneficial owner has occurred and (C) the
Representative has authority to act on behalf of the deceased beneficial owner,
(iv) if applicable, a properly executed assignment or endorsement, and (v) if
the beneficial interest in such Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such nominee
attesting to the deceased's ownership of a beneficial interest in such Note, and
(vi) tax waivers and such other instruments or documents that the Trustee
reasonably requires in order to establish the validity of ownership of the Notes
and the Claimants entitled to payment. Subject to the Company's right hereunder
to limit the aggregate principal amount of Notes as to which exercises of the
Survivor's Option shall be accepted in any one calendar year, all questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Trustee, in its sole discretion, which determination shall be
final and binding on all parties.

         The death of a person owning a Note in joint tenancy or tenancy by the
entirety with another or others shall be deemed the death of the holder of the
Note, and the entire principal amount of the Note so held shall be subject to
repayment, together with interest accrued thereon to the repayment date. The
death of a person owning a Note by tenancy in common shall be deemed the death
of a holder of a Note only with respect to the deceased holder's interest in the
Note so held by tenancy in common; except that in the event a Note is held by
husband and wife as tenants in common, the death of either shall be deemed the
death of the holder of the Note, and the entire principal amount of the Note so
held shall be subject to repayment. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial interests of
ownership of a Note, shall be deemed the death of the holder thereof for
purposes of this provision, regardless of the registered holder, if such
beneficial interest can be established to the satisfaction of the Trustee. Such
beneficial interest shall be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Transfers to Minors Act, community
property or other joint ownership arrangements between a husband and wife and
trust arrangements where



                                       20
<PAGE>   26

one person has substantially all of the beneficial ownership interest in the
Note during his or her lifetime.

         For Notes represented by a Global Note, the Depository or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment pursuant to
exercise of the Survivor's Option with respect to such Note, the Representative
must provide to the broker or other entity through which the beneficial interest
in such Note is held by the deceased owner (i) the documents described in
clauses (i), (iii) and (vi) of the second preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depository of such
Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option. Such broker or other entity shall provide to the Trustee (i)
the documents received from the Representative referred to in clause (i) of the
preceding sentence and(ii) a certificate satisfactory to the Trustee from such
broker or other entity stating that it represents the deceased beneficial owner.
Such broker or other entity shall be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor's Option to the appropriate
Representative.

         SECTION 3.06. Repayment Option. If so specified in any Note, the
beneficial owner of that Note shall have the option to elect repayment of such
Note (the "Repayment Option") upon delivery of an irrevocable notice of exercise
of such option to the Company and the Trustee. Such notice shall be delivered at
least 30, but no more than 60 days prior to the next Interest Payment Date
proposed as the date for repayment. Repurchases of Notes upon exercise of the
Repayment Option shall occur only on an Interest Payment Date. Unless otherwise
specified in the Note, such repayment shall be paid at a price equal to 100% of
the principal amount of the beneficial interest subject to such repayment, plus
accrued interest to the date of such repayment. The Note may prescribe an
alternate purchase price formula.

         In order for a Repayment Option to be validly exercised with respect to
any Note (or portion thereof), the Trustee must receive from the beneficial
owner of such Note (i) a written request for repayment signed by the beneficial
owner of such Note, with signature guaranteed by a member firm of a registered
national securities exchange or of the NASD or a commercial bank or trust
company having an office or correspondent in the United States, (ii) tender of
the Note (or portion thereof) to be repaid, (iii) appropriate evidence
satisfactory to the Trustee that such individual is the owner of a beneficial
interest in such Note and (iv) if applicable, a properly executed assignment or
endorsement.

         For Notes represented by a Global Note, the Depository or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Repayment Option for such Note. To obtain repayment pursuant to
exercise of the Repayment Option with respect to such Note, the beneficial owner
of such Note must provide to the broker or other entity through which the
beneficial interest in such Note is held by such beneficial owner (i) the
documents described in clauses (i) and (iii) of the preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depository of such
beneficial owner's desire to obtain repayment pursuant to exercise of the
Repayment Option.



                                       21
<PAGE>   27

         In addition, the beneficial owner shall provide the Trustee with such
additional information and documentation as the Trustee shall reasonably
request.

                                  ARTICLE FOUR.
                            PAYMENT AND PAYING AGENTS

         SECTION 4.01. Payment of Principal, Premium and Interest. The Company
will duly and punctually pay or cause to be paid the principal of (and premium,
if any) and interest, if any, on each of the Notes at the place, at the
respective times and in the manner provided in the terms of the Notes and in
this Indenture.

         Each Note will bear interest from and including its Issue Date at the
rate per annum set forth in such Note and until the principal amount thereof is
paid, or made available for payment, in full. Interest on each Note will be
payable either periodically on each Interest Payment Date as set forth in such
Note or at Maturity (or on the date of redemption or repayment if a Note is
repurchased by the Company prior to Maturity pursuant to mandatory or optional
redemption provisions or the Survivor's Option). Interest will be payable to the
person in whose name a Note is registered at the close of business on the
Regular Record Date next preceding each Interest Payment Date; provided,
however, interest payable at Maturity, on a date of redemption or repayment or
in connection with the exercise of the Survivor's Option will be payable to the
person to whom principal shall be payable.

         Any payment of principal (and premium, if any) or interest required to
be made on a Note on a day which is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional interest shall accrue as a
result of such delayed payment. Unless otherwise specified in a Note, any
interest on the Notes will be computed on the basis of a 360-day year of twelve
30-day months.

         Unless otherwise specified in a Board Resolution or in the Note:

                  (a) the Interest Payment Dates for a Note that provides for
         monthly interest payments shall be the fifteenth day of each calendar
         month commencing in the first calendar month following the month in
         which the Note is issued;

                  (b) In the case of a Note that provides for quarterly interest
         payments, the Interest Payment Dates shall be the fifteenth day of each
         of the months specified in the Pricing Supplement, commencing in the
         third succeeding calendar month following the month in which the Note
         is issued;

                  (c) In the case of a Note that provides for semi-annual
         interest payments, the Interest Payment Dates shall be the fifteenth
         day of each of the months specified in the Pricing Supplement,
         commencing in the sixth succeeding calendar month following the month
         in which the Note is issued; and



                                       22
<PAGE>   28

                  (d) In the case of a Note that provides for annual interest
         payments, the Interest Payment Date shall be the fifteenth day of the
         month specified in the Pricing Supplement, commencing in the twelfth
         succeeding calendar month following the month in which the Note is
         issued.

         The Regular Record Date with respect to any Interest Payment Date shall
be the first day of the calendar month in which such Interest Payment Date
occurs, except that the Regular Record Date with respect to the final Interest
Payment Date shall be the final Interest Payment Date.

         Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or Maturity Date, as the case may be.

         Promptly after each Regular Record Date, the Trustee will deliver to
the Company and the Depositary a written notice specifying by CUSIP number the
amount of interest to be paid on each Note (other than an Interest Payment Date
coinciding with the Maturity Date) and the total of such amounts. On such
Interest Payment Date, the Company will pay to the Trustee, and the Trustee in
turn will pay to the Depositary in accordance with procedures agreed to by the
Depositary, such total amount of interest due.

         All interest payments on Book-Entry Notes will be paid by the Trustee
to the Depositary in accordance with existing arrangements between the Trustee
and the Depositary. Thereafter, on each Interest Payment Date, the Depositary
will pay, in accordance with its operating procedures then in effect, such
amounts in funds available for immediate use to the respective participants with
payments in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Note as are recorded in the
book-entry system maintained by the Depositary. Neither the Company nor the
Trustee shall have any direct responsibility or liability for the payment by the
Depositary of the principal of or interest on, the Book-Entry Notes to such
participants. If any Interest Payment Date for any Note is not a Business Day,
the payment due on such day shall be made on the next succeeding Business Day
and no interest shall accrue on such payment for the period from and after such
Interest Payment Date.

         On or about the first Business Day of each month, the Trustee will
deliver to the Company and the Depositary a written list of principal and
interest to be paid on each Global Note representing Book-Entry Notes maturing
in the following month. The Trustee, the Company and the Depositary will confirm
the amounts of such principal and interest payments with respect to each Global
Note on or about the fifth Business Day preceding the Maturity Date of such
Global Note. On the Maturity Date, the Company will pay to the Trustee, and the
Trustee in turn will pay to the Depositary, the principal amount of such Global
Note, together with interest due on such Maturity Date.

         If any Maturity Date of a Note is not a Business Day, the payment due
on such day shall be made on the next succeeding Business Day and no interest
shall accrue on such payment for



                                       23
<PAGE>   29

the period from and after such Maturity Date. Promptly after payment to the
Depositary of the principal and interest due on the Maturity Date of such Global
Note and all Book-Entry Notes represented by such Global Note, the Trustee will
cancel and destroy such Global Note in accordance with the Indenture and deliver
a certificate of destruction to the Company.

         The amount of any taxes required under applicable law to be withheld
from any interest payment on a Book-Entry Note will be determined and withheld
by the participant, indirect participant in the Depositary or other person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.

         Any interest payments on a certificated Note (other than interest on
the Maturity Date) will be made by check and mailed by the Company to the person
entitled thereto as listed on the Note Register.

         SECTION 4.02. Paying Agents. The Company shall maintain one or more
Paying Agents for the payment of the principal of (and premium, if any) and
(interest, if any) on the Notes of each series as provided in the terms of the
Notes of such series. The Company agrees to keep the Trustee advised of the name
and location of each Paying Agent if such Paying Agent is not the Trustee. The
Paying Agents shall arrange for the payment, from funds furnished by the Company
pursuant to this Indenture, of the principal and interest with respect to the
Notes.

         The Company hereby initially appoints The Bank of New York as the
Company's Paying Agent for the Book-Entry Notes (the "Paying Agent," which term
shall include any successor as Paying Agent for the Book-Entry Notes). The
Company reserves the right, subject to the terms of the Notes of any series, to
terminate any such appointment at any time as to such series and to appoint any
other Paying Agents in respect of the Notes of such series in such places as it
may deem appropriate.

         SECTION 4.03. Provisions As To Paying Agents. (a) Whenever the Company
shall appoint a paying agent other than the Trustee with respect to the Notes of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:

                           (1) that it will hold sums held by it as such agent
                  for the payment of the principal of (and premium, if any) or
                  any interest on the Notes of such series (whether such sums
                  have been paid to it by the Company or by any other obligor on
                  the Notes of such series) in trust for the benefit of the
                  persons entitled thereto until such sums shall be paid to such
                  persons or otherwise disposed of as herein provided and will
                  notify the Trustee of the receipt of sums to be so held;

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



                                       24
<PAGE>   30

                           (3) that at any time when any such failure has
                  occurred and is continuing, it will, upon the written request
                  of the Trustee, forthwith pay to the Trustee all sums so held
                  in trust by such paying agent.

                  (b) If the Company shall act as its own paying agent, it will,
         on or before each due date of the principal of (and premium, if any) or
         any interest on the Notes of any series, set aside, segregate and hold
         in trust for the benefit of the persons entitled thereto a sum
         sufficient to pay such principal (and premium, if any) or any interest
         so becoming due until such sums shall be paid to such persons or
         otherwise disposed of as herein provided. The Company will promptly
         notify the Trustee of any failure to take such action.

                   (c) Whenever the Company shall have one or more paying agents
         with respect to a series of Notes it will, on or prior to each due date
         of the principal of (and premium, if any) or any interest on, any
         Notes, deposit with a paying agent a sum sufficient to pay the
         principal (an premium, if any) or any 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.

                   (d) Anything in this Section to the contrary notwithstanding,
         the Company may, at any time for the purpose of obtaining the
         satisfaction and discharge of this Indenture with respect to one or
         more or all series of Notes hereunder, or for any other reason, pay or
         cause to be paid to the Trustee all sums held in trust for such series
         by it or any paying agent hereunder as required by this Section, such
         sums to be held by the Trustee upon the trusts herein contained, 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.

                   (e) Anything in this Section to the contrary notwithstanding,
         the agreement to hold sums in trust as provided in this Section is
         subject to the provisions of Sections 12.03 and 12.04.

         SECTION 4.04. Offices for Notices, Etc. As long as any of the Notes
remain outstanding, the Company will designate and maintain an office or agency
where the Notes may be presented or surrendered for payment, registration of
transfer and for exchange as provided in this Indenture and where notices and
demands to or upon the Company in respect of the Notes or of this Indenture may
be served, other than demands for payment. The Company will give to the Trustee
notice of the location of each such office or agency and of any change in the
location thereof. In case the Company shall fail to maintain any such office or
agency, or shall fail to give such notice of the location or of any change in
the location thereof, such notices and demands may be served at the corporate
trust office of the Trustee specified in Section 14.03 hereof.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes of one or more series may be presented or
surrendered for any or all such



                                       25
<PAGE>   31

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 Notes 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.

         The Company hereby initially designates the principal corporate trust
office of The Bank of New York, 101 Barclay Street, 21 West, New York, New York
10286 as the office of the Company where Notes may be presented for payment, for
registration or transfer and for exchange as in this Indenture provided and
where notices and demands to or upon the Company in respect of the Notes or of
this Indenture may be served.

         SECTION 4.05. Determination of Additional Amounts. If Notes provide for
the payment of Additional Amounts, the Company will pay to the holder of any
Note, 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 Note or net proceeds received on the sale or
exchange of any Note, 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.

          If Notes provide for the payment of Additional Amounts, at least 10
days prior to the first interest payment date with respect to those Notes (or,
if the Notes of that series will not bear interest prior to maturity (including
any maturity occurring by reason of call of redemption or otherwise), 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 principal 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 premium, if
any) or any interest on those Notes shall be made to holders those Notes who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Notes. 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 those Notes 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.



                                       26
<PAGE>   32

                                  ARTICLE FIVE.
                       NOTEHOLDER LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE.

         SECTION 5.01. Noteholder Lists. The Company will furnish or cause to be
furnished to the Trustee, semiannually, not later than January 15 and July 15 in
each year and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require containing all the information in the
possession or control of the Company or any of its Paying Agents (other than the
Trustee in its capacity as a Paying Agent), as to the names and addresses of the
holders of Notes of particular series specified by the Trustee as of a date not
more than 15 days prior to the time such information is furnished, provided,
however, that if and so long as the Trustee shall be the Note Registrar, such
list shall not be required to be furnished. At the Trustee's direction, the
Company will furnish copies of the same reports to the Depository.

         SECTION 5.02. Preservation and Disclosure of Lists.

                  (a) The Trustee shall preserve, in as current a form as is
         reasonably practicable, all information as to the names and addresses
         of the holders of each series of Notes (i) contained in the most recent
         list furnished to it as provided in Section 5.01, (ii) received by the
         Trustee in its capacity as Note Registrar or a Paying Agent or (iii)
         filed with it within the preceding two years pursuant to Section
         5.04(d). The Trustee may destroy any list furnished to it as provided
         in Section 5.01 upon receipt of a new list so furnished.

                  (b) In case three or more holders of Notes (hereinafter
         referred to as "applicants") apply in writing to the Trustee and
         furnish to the Trustee reasonable proof that each such applicant has
         owned a Note 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 Notes
         of a particular series (in which case the applicants must hold Notes of
         such series) or with holders of all Notes with respect to their rights
         under this Indenture or under such Notes and it 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:

                           (1) afford to such applicants access to the
                  information preserved at the time by the Trustee in accordance
                  with the provisions of subsection (a) of this Section, or

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



                                       27
<PAGE>   33

                  If the Trustee shall elect not to afford to such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each holder of Notes of such series or all
         Notes, as the case may be, whose name and address appear in the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 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
         Securities and Exchange Commission (the "Commission"), together with a
         copy of the material to be mailed, a written statement to the effect
         that, in the opinion of the Trustee, such mailing would be contrary to
         the best interests of the holders of Notes of such series or all Notes,
         as the case may be, or would be in violation of applicable law. Such
         written statement shall specify the basis of such opinion. If the
         Commission after opportunity for a hearing upon the objections
         specified in the written statement so filed, shall enter an order
         refusing to sustain any of such objections or if, after the entry of an
         order sustaining one or more of such objections, the Commission shall
         find, after notice and opportunity for hearing, that all the objections
         so sustained have been met, and shall enter an order so declaring, the
         Trustee shall mail copies of such material to all such 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) Each and every holder of Notes, by receiving and holding
         the same, agrees with the Company and the Trustee that neither the
         Company nor the Trustee nor any Paying Agent, Note Registrar, or any
         agent of the Company or of the Trustee shall be held accountable by
         reason of the disclosure of any such information as to the names and
         addresses of the holders of Notes in accordance with the provisions of
         subsection (b) of this Section, 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 said subsection (b).

         SECTION 5.03. Reports by the Company. The Company shall, so long as the
Notes are Outstanding:

                  (a) 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 such sections, then to file with the Trustee and
         the Commission, in accordance with rules and regulations prescribed
         from time to time by said Commission, such of the supplementary and
         periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities



                                       28
<PAGE>   34

         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;

                  (b) file with the Trustee and the Commission, in accordance
         with the 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
         provided for in this Indenture as may be required from time to time by
         such rules and regulations; and

                  (c) transmit by mail to all the holders of Notes of each
         series in the manner and to the extent provided in Section 5.04(d) with
         respect to reports pursuant to Section 5.04(a), within thirty days
         after the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         with respect to each such series of Notes pursuant to subsections (a)
         and (b) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

         SECTION 5.04. Reports By The Trustee.

                  (a) On or about July 15, 2001 and on or before July 15 of each
         year thereafter, so long as any Notes are outstanding hereunder, the
         Trustee shall transmit to the holders of Notes, as provided in
         subsection (b) of this Section, a brief report dated as of the
         preceding May 15, with respect to any of the following events which may
         have occurred within the previous 12 months (but if no such event has
         occurred within such period no report needs to be transmitted):

                           (1) any change in its eligibility under Section 7.09,
                  and its qualifications under Section 7.08;

                           (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 Notes, 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 one-half
                  of 1% of the principal amount of the Notes for any series
                  outstanding on the date of such report;

                           (3) any change to the amount, interest rate, and
                  maturity date of all other indebtedness owing by the Company
                  (or by any other obligor on the Notes) 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 paragraphs
                  (2), (3), (4), or (6) of subsection (b) of Section 7.13;



                                       29
<PAGE>   35

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

                           (5) the creation of or any material change to a
                  relationship specified in paragraph (1) through (10) of
                  Section 7.08(c);

                           (6) any additional issue of Notes which it has not
                  previously reported; and

                           (7) any action taken by the Trustee in the
                  performance of its duties under this Indenture which it has
                  not previously reported and which in its opinion materially
                  affects the Notes, except action in respect of a default,
                  notice of which has been or is to be withheld by it in
                  accordance with the provisions of Section 6.04.

                  (b) The Trustee shall transmit to the holders of Notes of any
         series, as provided in subsection (c) of this Section, 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 the provisions of subsection (a) of this
         Section (or if no such report has yet been so transmitted, since the
         date of execution of this Indenture), for the reimbursement of which it
         claims or may claim a lien or charge prior to that of the Notes of any
         series on property or funds held or collected by it as Trustee, and
         which it has not previously reported pursuant to this subsection (b),
         except that the Trustee for each series 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 Notes for such
         series Outstanding at such time, such report to be transmitted within
         90 days after such time.

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

                           (1) to all holders of Notes, as the names and
                  addresses of such holders appear in the Note Register;

                           (2) except in the case of reports pursuant to
                  subsection (b) of this Section, to all holders of Notes whose
                  names and addresses are at that time preserved by the Trustee,
                  as provided in 5.02(a).

                  (d) A copy of each such report shall, at the time of such
         transmission to holders of Notes, be filed by the Trustee with each
         stock exchange upon which the Notes are listed and also with the
         Commission and the Company. The Company agrees to promptly notify the
         Trustee when and as the Notes become listed on any stock exchange.

                  (e) So long as the Notes are issued in Book-Entry form, all
         reports described in this Article Five shall be delivered to the
         Depository, as holder of the Notes.



                                       30
<PAGE>   36

                                  ARTICLE SIX.
                                    REMEDIES.

         SECTION 6.01. Events of Default. The term "Event of Default," whenever
used herein, 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 pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) the entry of a decree or order by a court having
         jurisdiction in the premises for relief in respect of the Company under
         the Federal Bankruptcy laws, as now constituted or as hereafter
         amended, and the continuance of any such decree or order unstayed and
         in effect for a period of 60 consecutive days; or

                  (b) the filing by the Company of a petition or answer or
         consent seeking relief under the Federal Bankruptcy laws, as now
         constituted or hereafter amended, or the consent by it to the
         institution of proceedings thereunder or to the filing of any such
         petition.

         SECTION 6.02. Acceleration of Maturity, Rescission and Annulment. If an
Event of Default occurs and is continuing, then and in every such case the
Trustee or the holders of not less than 25% in principal amount of the Notes
Outstanding may declare the principal (or, if any of the Notes of that series
are Original Issue Discount Notes, such portion of the principal amount of such
Notes as may be specified in the terms thereof) of all the Notes to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by the noteholders), and upon any such declaration such principal (or
specified amount) shall become immediately due and payable.

         At any time after such a declaration of acceleration 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 Notes Outstanding, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if

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

                           (i) all overdue installments of interest on all
                  Notes,

                           (ii) the principal of any Notes which have become due
                  otherwise than by such declaration of acceleration and
                  interest thereon at the rate borne by such Notes,

                           (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue installments of interest at the
                  rate borne by such Notes, and



                                       31
<PAGE>   37

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

                  (b) all Events of Default have been cured or waived as
         provided in Section 6.13.

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

         Upon receipt by the Trustee of any such a declaration of acceleration,
or rescission and annulment thereof, with respect to Notes of a series all or
part of which is represented by a global Note, the Trustee shall establish a
record date for determining holders of Notes of such series Outstanding entitled
to join in such declaration of acceleration, or rescission and annulment, as the
case may be, which record date shall be at the close of business on the day the
Trustee receives such declaration of acceleration, or rescission and annulment,
as the case may be. The holders on such record date, or their duly designated
proxies, and only such persons, shall be entitled to join in such declaration of
acceleration, or rescission and annulment, as the case may be, whether or not
such holders remain holders after such record date, provided that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having been
obtained prior to the day which is 90 days after such record date, such
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any holder be cancelled and of
no further effect. Nothing in this paragraph shall prevent a holder, or a proxy
of a holder, from giving, after expiration of such 90-day period, a new
declaration of acceleration, or rescission or annulment thereof, as the case may
be, that is identical to a declaration of acceleration, or rescission or
annulment thereof, which has been cancelled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 6.02.

         SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

                  (a) default is made in the payment of any installment of
         interest on any Notes when such interest becomes due and payable and
         such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of any
         Note at the maturity thereof, including any maturity occurring by
         reason of a call for redemption or otherwise, or

                  (c) the Company defaults in the performance, or breach, of any
         of its other covenants or agreements in the Note or in this Indenture
         and such default or breach continues for a period of 90 days after the
         date on which written notice of such Company to remedy the same and
         stating that such notice is a "Notice of Default" hereunder, shall have
         been given by registered mail to the Company by the Trustee, or to the
         Company



                                       32
<PAGE>   38

         and the Trustee by the holders of at least 25% in aggregate principal
         amount of the Notes at the time Outstanding,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
holders of such Notes appertaining thereto, the whole amount that shall have
become due and payable on such Notes for principal and interest, with interest
upon the overdue principal, if any, and, to the extent that payment of such
interest shall be legally enforceable, upon overdue installments of interest, at
the rate borne by such Notes; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceedings to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Notes 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 the Notes, wherever situated.

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
noteholders 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.

         Notwithstanding any provision in this Section 6.03 to the contrary,
neither the Trustee nor the noteholders shall have the right to accelerate
payment of any Notes of any series Outstanding or otherwise to declare such
Notes immediately due and payable, except as set forth in Section 6.02 above.

         SECTION 6.04. Trustee May File Proofs of Claim.

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

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



                                       33
<PAGE>   39

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

and any receiver, assignee, trustee, liquidator or sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
holder of Notes to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the holders of
Notes, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.06. To the
extent that such payment of reasonable compensation, expenses, disbursements,
advances and other amounts out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, moneys, securities
and other property which the holders of the Notes may be entitled to receive in
such proceedings, whether in liquidation or under any plan or reorganization or
arrangements or otherwise.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any holder of a Note any
plan of reorganization, arrangement, adjustment or compensation affecting the
Notes or the rights of any holder thereof, or to authorize the Trustee to vote
in respect of the claim of any holder of a Note in any such proceeding.

         SECTION 6.05. Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Notes in
respect of which such judgment has been recovered.

         SECTION 6.06. 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 (and premium, if any) or any interest, upon
presentation of the Notes, as the case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 7.06;

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



                                       34
<PAGE>   40

                  THIRD: To the Company or its successors or assigns, or to
         whomsoever may be lawfully entitled to receive the same.

         SECTION 6.07. Limitation on Suits. No holder of any Note of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

                  (a) such holder has previously given written notice to the
         Trustee of a continuing Default;

                  (b) the holders of not less than 25% in aggregate principal
         amount of the Outstanding Notes, shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

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

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

                  (e) no direction inconsistent with such written request has
         been given to the Trustee during such 60 day period by the holders of a
         majority in principal amount of the Outstanding Notes;

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

         SECTION 6.08. Unconditional Right of Noteholders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture but
subject to the provisions of Article Fifteen, the holder of any Note shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 3.02 and 4.01) any
interest on such Notes on the respective stated maturities expressed in such
Note (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such holder.

         SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any
holder of a Note has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such holder,
then and in every such case the Company, the Trustee and the holders of Notes
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and



                                       35
<PAGE>   41

remedies of the Trustee and the holders shall continue as though no such
proceeding has been instituted.

         SECTION 6.10. Rights and Remedies Cumulative. Except as provided in
Section 2.08, no right or remedy herein conferred upon or reserved to the
Trustee or to the holders of Notes is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.

         SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any holder of any Note to exercise any right or remedy accruing
upon any Default shall impair any such right or remedy or constitute a waiver of
any such Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the holders of Notes may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the holders of Notes, as the case may be.

         SECTION 6.12. Control by Noteholders. The holders of a majority in
principal amount of Outstanding Notes of each 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 Notes of such series, provided that

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

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

                  (c) subject to the provisions of Section 7.01, the Trustee
         need not take any action which it in good faith determines might
         involve it in personal liability or be unjustly prejudicial to the
         holders not consenting.

         Upon receipt by the Trustee of any such direction with respect to Notes
of a series all or part of which is represented by a Global Note, the Trustee
shall establish a record date for determining holders of Outstanding Notes of
such series entitled to join in such direction, which record date shall be at
the close of business on the day the Trustee receives such direction. The
holders on such record date, or their duly designated proxies, and only such
persons, shall be entitled to join in such direction, whether or not such
holders remain holders after such record date, provided that, unless such
majority in principal amount shall have been obtained prior to the day which is
90 days after such record date, such direction shall automatically and without
further action by any holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a holder, or a proxy of a holder, from giving,
after expiration of such 90-day period, a new direction identical to a direction
which has been cancelled pursuant to the proviso to the preceding sentence, in
which event a new record date shall be established pursuant to the provisions of
this Section 6.12.



                                       36
<PAGE>   42

         SECTION 6.13. Waiver of Past Defaults. The holders of a majority in
principal amount of the Outstanding Notes of each series may, on behalf of the
holders of all the Notes, waive any past default hereunder and its consequences,
except a default

                  (a) in the payment of the principal of (premium, if any) or
         any interest on any Note, or

                  (b) in respect of a covenant or provision hereof that pursuant
         to Article Ten cannot be modified or amended without the consent of the
         holder of each Outstanding Note affected.

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

         SECTION 6.14. Undertaking for Costs. All parties to this Indenture
agree, and each holder of any Note 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 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 Notes, or to any suit instituted by any holder of any Notes for the
enforcement of the payment of the principal of (premium, if any) or any interest
on any Note on or after the respective stated maturities expressed in such Note
(or, in the case of redemption, on or after the redemption date except, in the
case of a partial redemption, with respect to the portion not so redeemed).

         SECTION 6.15. 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 laws 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 benefits 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.



                                       37
<PAGE>   43

                                 ARTICLE SEVEN.
                             CONCERNING THE TRUSTEE.

         SECTION 7.01. Duties And Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of a Default or an
         Event of Default with respect to a particular series of Notes and after
         the curing of all Defaults or Events or Default with respect to such
         series which may have occurred, undertakes to perform such duties and
         only such duties with respect to such series as are specifically set
         forth in this Indenture and no implied covenants or obligations shall
         be read into this Indenture against the Trustee and in the absence of
         bad faith on the part of the Trustee, the Trustee may conclusively
         rely, as to the truth of the statements and the correctness of the
         opinions expressed therein, upon any 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
         provisions 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 a Default or an Event of Default with respect to a
         particular series of Notes has occurred (which has not been cured), the
         Trustee shall exercise with respect to such series 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 provisions of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act, or its own willful misconduct, except
         that:

                           (i) this Section 7.01 (c) shall not be construed to
                  limit the effect of Section 7.01 (a);

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

                           (iii) 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 Notes
                  Outstanding pursuant to Section 6.12 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.

                  (d) No provision of this Indenture shall be construed as
         requiring the Trustee to expend or risk its own funds or otherwise to
         incur any personal financial liability in the performance of any of its
         duties hereunder, or in the exercise of any of its rights or



                                       38
<PAGE>   44

         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.

         SECTION 7.02. Reliance on Documents, Opinions, Etc. Subject to the
provisions of Section 7.01:

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

                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by a Company Order;
         and any Board Resolution may be evidenced to the Trustee by a copy
         thereof certified by the Secretary or an Assistant Secretary of the
         Company; and 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;

                  (c) the Trustee may consult with counsel of its selection and
         the written advice of 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
         accordance with such written advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the noteholders, pursuant to the
         provisions of this Indenture, unless such noteholders shall have
         offered to the Trustee security or indemnity satisfactory to it against
         the costs, expenses and liabilities which might be incurred therein or
         thereby;

                  (e) 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 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 pertaining to the Notes, personally or by agent or attorney;

                  (f) 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



                                       39
<PAGE>   45

                  (g) 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 7.03. No Responsibility for Recitals, Etc. The recitals
contained herein and in the Notes other than the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes provided that the Trustee shall not be relieved of its duty to
authenticate Notes only as authorized by this Indenture. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

         SECTION 7.04. Ownership of Notes. The Trustee, or any agent of the
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Notes with the same rights, subject to Section 7.08 and
Section 7.13, it would have if it were not Trustee or an agent of the Company or
of the Trustee.

         SECTION 7.05. Moneys To Be Held in Trust. Subject to the provisions of
Section 12.04 hereof, all moneys received by the Trustee or any Paying Agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying
Agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon.

         SECTION 7.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation, and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
If any property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. The Company also covenants to indemnify the
Trustee, its officers, directors and employees for, and to hold them harmless
against, any loss, liability or reasonable expense incurred without negligence
or bad faith on the part of the Trustee or such officer, director and employee
arising out of or in connection with the acceptance or administration of this
trust or the performance of their duties hereunder, including the reasonable
costs and expenses of defending themselves against any claim of liability in the
premises. The obligations of the Company under this Section to compensate the
Trustee and to pay or reimburse the Trustee for reasonable expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Notes upon all property and funds held



                                       40
<PAGE>   46

or collected by the Trustee as such, except funds held in trust for the benefit
of the holders of particular Notes.

         When the Trustee incurs expenses or renders services after an Event of
Default, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 7.07. Officers' Certificate as Evidence. Subject to the
provisions of Section 7.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action to be taken
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 7.08. Conflicting Interest of Trustee.

                  (a) If the Trustee has or shall acquire any conflicting
         interest, as defined in this Section, it shall, within 90 days after
         ascertaining that it has such conflicting interest, and if an Event of
         Default as defined in subsection (c) of this Section to which such
         conflicting interest relates has not been cured or duly waived or
         otherwise eliminated before the end of such 90-day period, either
         eliminate such conflicting interest or resign in the manner and with
         the effect specified in Section 7.10.

                  (b) (1) In the event that the Trustee shall fail to comply
                  with the provisions of subsection (a) of this Section, the
                  Trustee shall, within 10 days after the expiration of such
                  90-day period, transmit notice of such failure in the manner
                  and to the extent set forth in Section 5.04(c), to all
                  noteholders of the series affected by the conflicting
                  interest.

                           (2) Subject to the provisions of Section 6.14, unless
                  the Trustee's duty to resign is stayed as provided below in
                  this Section, any noteholder who has been a bona fide holder
                  of Notes of any series affected by the conflicting interest
                  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 such Trustee, and the
                  appointment of a successor, if such Trustee fails, after
                  written request thereof by such holder to comply with the
                  provisions of subsection (a) of this Section.

                  (c) For the purposes of this Section the Trustee shall be
         deemed to have a conflicting interest with respect to Notes of a
         particular series if a default (under the terms of this Indenture, but
         exclusive of any period of grace or requirement of notice) has occurred
         with respect to such Notes, and:



                                       41
<PAGE>   47

                           (1) the Trustee is trustee under this Indenture with
                  respect to the Outstanding Notes of any other series or is
                  trustee under another indenture under which any other
                  securities, or 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 Notes issued under this
                  Indenture; provided, however, that there shall be excluded
                  from the operation of this paragraph, (A) this Indenture with
                  respect to Notes of any other series, and (B) any other
                  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 is, and, if applicable,
                           such other indenture or indentures are, wholly
                           unsecured and rank equally, and such other indenture
                           or indentures are hereafter qualified under the Trust
                           Indenture Act, as in effect at the time of such
                           qualification, unless the Commission shall have found
                           and declared by order pursuant to subsection (b) of
                           Section 305 or subsection (c) of Section 307 of the
                           Trust Indenture Act that differences exist between
                           the provisions of this Indenture with respect to such
                           particular series and (A) one or more other series in
                           this Indenture or (B) 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 such particular series and such other series or
                           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 such
                           particular series and such other series or under this
                           Indenture and such other indenture or indentures is
                           not so likely to involve a material conflict of
                           interest as to make it necessary in the public
                           interest or for the protection of investors to
                           disqualify the Trustee from acting as such under this
                           Indenture with respect to such particular series and
                           such other series or under this Indenture and such
                           other indenture or indentures;

                           (2) the Trustee or any of its directors or executive
                  officers is 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 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



                                       42
<PAGE>   48

                  underwriter (other than the Trustee itself) for the Company
                  who is currently engaged in the business of underwriting,
                  except that (A) 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; (B) 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 (C) 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 (c), 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 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 described in this subsection, (A) 5% or more of
                  the voting securities, or 10% or more of any other class of
                  security, of the Company, not including the Notes issued under
                  this Indenture and securities issued under any other indenture
                  under which the Trustee is also trustee, or (B) 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 described in this subsection, 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 described in this subsection, 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 the date of default of the
                  Notes as defined in subsection (c) of this Section or any
                  anniversary of such default while such default remains
                  outstanding, in the capacity of executor, administrator,
                  testamentary or inter vivos trustee, guardian, committee or
                  conservator, or in any



                                       43
<PAGE>   49

                  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 (c). As to any such
                  securities of which the Trustee acquired ownership through
                  becoming executor, administrator, or testamentary trustee of
                  an estate which included them, the provisions of the preceding
                  sentence shall not apply, for a period of not more than two
                  years from the date of such acquisition, to the extent that
                  such securities included in such estate do not exceed 25% of
                  such voting securities or 25% of any such class of security.
                  Promptly after the dates of any such default and annually in
                  each succeeding year that the Notes of any series hereunder
                  remain in default, the Trustee shall make a check of its
                  holdings of such securities in any of the above-mentioned
                  capacities as of such dates. If the Company fails to make
                  payment in full of principal of or interest on any of the
                  Notes when and as the same become due and payable, and such
                  failure continues for thirty 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 thirty day period, and after such date,
                  notwithstanding the foregoing provisions of this paragraph
                  (9), 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 (c); or

                           (10) except under the circumstances described in
                  subsections (1), (3), (4), (5) or (6) of Section 7.13(b), the
                  Trustee shall be or shall become a creditor of the Company.

                  The specification of percentages in paragraphs (5) to (9),
          inclusive, of this subsection (c) 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) or this subsection
          (c).

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
          subsection (c) only, (A) 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; (B) an obligation shall be deemed to be in
          default when a default in payment of principal shall have continued
          for thirty days or more and shall not have been cured; and (C) the
          Trustee shall not be deemed to be the owner or holder of (i) any
          security which it holds as collateral security (as trustee or
          otherwise) for any obligation which is not in default as defined in
          clause (B) above, or (ii) any security which it holds as collateral
          security under this Indenture, irrespective of any default hereunder,
          or (iii) any security which it holds as agent for collection, or as
          custodian, escrow agent, or depositary, or in any similar
          representative capacity.



                                       44
<PAGE>   50

                  (d) For the purposes of this Section:

                           (1) The term "underwriter" when used with reference
                  to the Company shall mean every person who, within one year
                  prior to the time as of which the determination is made, has
                  purchased from the Company with a view to, or has offered or
                  has 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" shall mean any director of a
                  corporation or any individual performing similar functions
                  with respect to any organization whether incorporated or
                  unincorporated.

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

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

                           (5) The term "Company" shall mean any obligor upon
                  the Notes.

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

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

                                    (i) 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



                                       45
<PAGE>   51

                           holders thereof to cast such specified percentage of
                           the aggregate votes which the holders of all the
                           outstanding voting securities of such person are
                           entitled to cast in the direction or management of
                           the affairs of such person.

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

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

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

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

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

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

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

                           provided, 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.

                                    (v) A security shall be deemed to be of the
                           same class as another security if both securities
                           confer upon the holder or holders thereof
                           substantially the same rights and privileges,
                           provided, 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, further, that,
                           in the case of unsecured evidences of indebtedness,
                           differences in the interest rates or maturity



                                       46
<PAGE>   52

                           dates thereof shall not be deemed sufficient to
                           constitute them securities of different classes,
                           whether or not they are issued under a single
                           indenture.

                  (e) Except in the case of a default in the payment of the
         principal of or interest on any Notes of any series, or in the payment
         of any sinking or purchase fund installment, the Trustee shall not be
         required to resign as provided by subsection (c) of this Section if the
         Trustee shall have sustained the burden of proving, on application to
         the Commission and after opportunity for hearing thereon, that (i) such
         default may be cured or waived during a reasonable period and under the
         procedures described in such application, and (ii) a stay of the
         Trustee's duty to resign will not be inconsistent with the interests of
         the holders of the Notes of any series issued hereunder. The filing of
         such an application shall automatically stay the performance of the
         duty to resign until such Commission orders otherwise. Any resignation
         of the Trustee shall become effective only upon the appointment of a
         successor trustee and such successor's acceptance of such appointment
         as provided in Section 7.11.

                  (f) If Section 310(b) of the Trust Indenture Act is amended at
         any time after the date of this Indenture to change the circumstances
         under which a Trustee shall be deemed to have a conflicting interest
         with respect to the Notes of any series or to change any of the
         definitions in connection therewith, this Section 7.08 shall be
         automatically amended to incorporate such changes, unless such changes
         would cause any Trustee then acting as Trustee hereunder with respect
         to any Outstanding Notes to be deemed to have a conflicting interest,
         in which case such changes shall be incorporated herein only to the
         extent that such changes (i) would not cause the Trustee to be deemed
         to have a conflicting interest, or (ii) are required by law.

         SECTION 7.09. Eligibility of Trustee. 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 or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than five million
dollars. If such corporation publishes reports of condition at least annually,
pursuant to law, or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION 7.10. Resignation or Removal of Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with respect
to one or more or all series of Notes by giving written notice of resignation to
the Company. Upon receiving such notice of resignation the Company shall
promptly appoint a successor trustee with respect to the applicable series of
Notes by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so



                                       47
<PAGE>   53

appointed and have accepted appointment within thirty days after the receipt of
such notice of resignation by the Company, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee,
or any holder of Notes who has been a bona fide holder of a Note or Notes of the
applicable series for at least six months may subject to the provisions of
Section 6.04, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

                           (1) the Trustee shall fail to comply with the
                  provisions of Section 7.08 with respect to any series of Notes
                  after written request therefor by the Company or by any
                  noteholder who has been a bona fide holder of a Note or Notes
                  of such series for at least six months, or

                           (2) the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 7.09 with respect to
                  any series of Notes and shall fail to resign after written
                  request therefor by the Company or by any such noteholder, or

                           (3) the Trustee shall become incapable of acting with
                  respect to any series of Notes, 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, the Company may remove the Trustee with respect
         to the applicable series of Notes and appoint a successor trustee with
         respect to such series by written instrument, in duplicate, executed by
         order of the Board of Directors of the Company, one copy of which
         instrument shall be delivered to the Trustee so removed and one copy to
         the successor trustee, or, subject to the provisions of Section 6.04,
         any noteholder of such series who has been a bona fide holder of a Note
         or Notes of the applicable series for at least six months may, on
         behalf of himself and all others similarly situated, petition any court
         of competent jurisdiction for the removal of the Trustee and the
         appointment of a successor trustee with respect to such series. Such
         court may thereupon, after such notice, if any, as it may deem proper
         and prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
         the Notes of all series (voting as one class) at the time outstanding
         may at any time remove the Trustee with respect to Notes of all series
         and appoint a successor trustee with respect to the Notes of all
         series.

                  (d) Any resignation or removal of the Trustee and any
         appointment of a successor trustee pursuant to any of the provisions of
         this Section shall become effective upon the appointment of a successor
         trustee and the acceptance of appointment by the successor trustee as
         provided in Section 7.11.



                                       48
<PAGE>   54

                  (e) The Trustee shall be paid all amounts owed to it upon its
         removal or resignation.

         SECTION 7.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing in order more fully and certainly to vest in and
confirm to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 7.06.

         In case of the appointment hereunder of a successor trustee with
respect to the Notes of one or more (but not all) series, the Company, the
predecessor Trustee and each successor trustee with respect to the Notes of any
applicable series shall execute and deliver a Supplemental Indenture which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee with
respect to the Notes of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
Supplemental Indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such trustee. The Trustee shall not be liable for the acts or omissions of any
successor trustee.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall give notice of the succession of such trustee
hereunder to all holders of Notes of any applicable series in the manner
provided in Section 1.02. If the Company fails to give such notice in the
prescribed manner within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be so given
at the expense of the Company.



                                       49
<PAGE>   55

         SECTION 7.12. Successor By Merger, Etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Notes 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 Notes so authenticated with the
same effect as if such successor trustee had itself authenticated the Notes.

         SECTION 7.13. Limitations on Rights of Trustee as Creditor.

                  (a) Subject to the provisions of subsection (b) of this
         Section, if the Trustee shall be or shall become a creditor, directly
         or indirectly, secured or unsecured, of the Company or of any other
         obligor on the Notes within three 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 Notes:

                           (1) an amount equal to any and all reductions in the
                  amount due and owing upon any claim as such creditor in
                  respect of principal or interest, effected after the beginning
                  of such three months' 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 claim as such creditor, either as security therefor, or
                  in satisfaction or composition thereof, or otherwise, after
                  the beginning of such three months' 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:

                           (3) 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 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 Title 11 of the United States Code
                  or applicable State law;



                                       50
<PAGE>   56

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

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

                           (6) to receive payment on any claims referred to in
                  paragraph (4) or (5), against the release of any property held
                  as security for such claim as provided in such paragraph (4)
                  or (5), as the case may be, to the extent of the fair value of
                  such property.

                  For the purposes of paragraphs (4), (5) and (6) above,
         property substituted after the beginning of such three months' 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 preexisting claim.

                  If the Trustee shall be required to account, the funds and
         property held in such special account and the proceeds thereof shall be
         apportioned between the Trustee, the noteholders and the holders of
         other indenture securities in such manner that the Trustee, the
         noteholders 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 Title 11 of the United
         States Code or applicable State law, the same percentage of their
         respective claims, figured before crediting to the claim of the Trustee
         anything on account of the receipt by it from the Company of the funds
         and property in such special account and before crediting to the
         respective claims of the Trustee, the noteholders 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 Title 11 of the United States Code or
         applicable State law, but after crediting thereon receipts on account
         of the indebtedness represented by their respective claims from all
         sources other than from such dividends and from the funds and property
         so held in such special account. As used in this paragraph, with
         respect to any claim, the term "dividends" shall include any
         distribution with respect to such claim, in bankruptcy or receivership
         or in proceedings for reorganization pursuant to Title 11 of the United
         States Code or applicable State law, whether such distribution is made
         in cash, securities, or other property, but shall not include any such
         distribution with respect to the secured portion, if



                                       51
<PAGE>   57

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

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

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

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

                  (b) There shall be excluded from the operation of 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 advance and of the circumstances
                  surrounding the making thereof is given to the noteholders at
                  the time and in the manner provided in this Indenture;

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



                                       52
<PAGE>   58

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

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

                  (c) As used in this Section:

                           (1) The term "default" shall mean any failure to make
                  payment in full of the principal of (or premium, if any) or
                  interest upon any of the Notes when and as such principal (or
                  premium, if any) or interest becomes due and payable.

                           (2) The term "other indenture securities" shall mean
                  securities upon which the Company is an obligor (as defined in
                  the Trust Indenture Act of 1939) outstanding under any other
                  indenture, (A) under which the Trustee is also trustee, (B)
                  which contains provisions substantially similar to the
                  provisions of subsection (a) of this Section, and (C) under
                  which a default exists at the time of the apportionment of the
                  funds and property held in the special account referred to in
                  such subsection (a).

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

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

                           (5) The term "Company" shall mean any obligor upon
                  the Notes.

         SECTION 7.14. Notice of Default. Within 90 days after the occurrence of
any default hereunder with respect to Notes of any series, the Trustee shall
transmit to all noteholders



                                       53
<PAGE>   59

of such series, in the manner and to the extent provided in Section 1.02, notice
of such default hereunder known to the Trustee, 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 any interest of any
Notes of such series, or on the payment of any sinking or purchase fund
installment, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the noteholders of
such series; and provided, further, that in the case of any default of the
character specified in clause (c) of Section 6.03 no such notice to noteholders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, a Default or an Event of Default
with respect to Notes of such series.

                                 ARTICLE EIGHT.
                           CONCERNING THE NOTEHOLDERS.

         SECTION 8.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by noteholders in person or by agent or proxy appointed in writing, or
(b) by the record of the holders of Notes voting in favor thereof at any meeting
of noteholders duly called and held in accordance with the provisions of Article
Nine, or (c) by a combination of such instrument or instruments and any such
record of such a meeting of noteholders.

         In determining whether the holders of a specified percentage in
aggregate principal amount of the Notes have taken any action (including the
making of any demand or request, the waiving of any notice, consent or waiver or
the taking of any other action), the principal amount of a Note denominated in a
foreign currency or currency unit shall be the U.S. Dollar equivalent,
determined as of the date of original issuance of such Note, of the principal
amount of such Note.

         SECTION 8.02. Proof of Execution By Noteholders. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a noteholder or its agent or proxy shall be sufficient if made in
accordance with this Section 8.02. The fact and date of the execution by any
such person of any instrument may be proved by the certificate of any notary
public, or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths, that the person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer or by a
certificate of any officer of any trust company, bank, banker or recognized
securities dealer, satisfactory to the Trustee, who witnessed such execution. If
such execution is by an officer of a corporation, association or trust, a
trustee of a trust or a member of a partnership on behalf of such corporation,
association, trust or partnership, such certificate or affidavit shall also
constitute sufficient proof of his authority.



                                       54
<PAGE>   60

         The ownership of the Notes shall be proved by the Note Register or by a
certificate of the Note Registrar.

         The record of any noteholders' meeting shall be proved in the manner
provided in Section 9.06.

         SECTION 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee
and any agent of the Company or of the Trustee may deem the holder of any Note
to be, and may treat him as, the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon), for the purpose of receiving payment of or on account of
the principal of and interest on such Note and for all other purposes; and
neither the Company nor the Trustee nor any agent of the Company or of the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any holder for the time being, or upon his order, shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Note.

         SECTION 8.04. Company-Owned Notes Disregarded. In determining whether
the holders of the required aggregate principal amount of Notes have concurred
in any direction, consent or waiver under this Indenture, Notes which are owned
by the Company or any other obligor on the Notes, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Notes, shall be disregarded
and deemed not to be outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Notes which a
responsible officer of the Trustee knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section if the pledgee shall establish to
the satisfaction of the Trustee the pledgee's right to vote such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

         SECTION 8.05. Revocation of Consents; Future Noteholders Bound. At any
time prior to the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note the identifying number of
which is shown by the evidence to be included in the Notes the holders of which
have consented to such action may, by filing written notice with the Trustee at
its office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Note. Except as aforesaid any such action taken
by the holder of any Note shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued in
exchange or substitution therefor irrespective of whether or not any notation in
regard thereto is made upon such Note. Any action taken by the holders of the
percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Notes of each series affected
thereby.



                                       55
<PAGE>   61

         SECTION 8.06. Record Date. The Company may, but shall not be obligated
to, set a record date for purposes of determining the identity of noteholders of
any series entitled to vote or consent to any action by vote or consent or to
otherwise take any action under this Indenture authorized or permitted under
this Indenture. Such record date shall be the later of the date twenty days
prior to the first solicitation of such consent or vote or other action or the
date of the most recent list of holders of such Notes delivered to the principal
corporate trust office of the Trustee pursuant to Section 5.01 prior to such
solicitation. If such a record date is fixed, those persons who were noteholders
at the close of business on such record date shall be entitled to vote or
consent or take such other action, or to revoke any such action, whether or not
such persons continue to be holders after such record date, and for that purpose
the outstanding Notes shall be computed as of such record date.

                                  ARTICLE NINE.

                             NOTEHOLDERS' MEETINGS.

         SECTION 9.01. Purposes of Meetings. A meeting of noteholders of any or
all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

                  (1) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to waive any default or Event of
         Default hereunder and its consequences, or to take any other action
         authorized to be taken by noteholders pursuant to any of the provisions
         of Article Six;

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

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 10.02; or

                  (4) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Notes of any or all series, as the case may be, under any other
         provision of this Indenture or under applicable law.

         SECTION 9.02. Call of Meetings By Trustee. The Trustee may at any time
call a meeting of noteholders of any or all series to take any action specified
in Section 9.01, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, [or in London, England,] as the Trustee shall
determine. Notice of every meeting of the noteholders of any or all series,
setting forth the time and 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 1.02, not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

         SECTION 9.03. Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a Board Resolution, or the holders of at least
10% in aggregate principal amount of the Notes of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to call a meeting of
noteholders of any or all series to take any action



                                       56
<PAGE>   62

authorized in Section 9.01, 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 30 days
after receipt of such request, then the Company or the holders of such Notes in
the amount above specified may determine the time and the place in said Borough
of Manhattan, The City of New York, for such meeting and may call such meeting
for such purposes by giving notice thereof as provided in Section 9.02.

         SECTION 9.04. Qualification For Voting. To be entitled to vote at any
meeting of noteholders a person shall be a holder of one or more Notes of a
series with respect to which a meeting is being held or a person appointed by an
instrument in writing as proxy by such a holder. The only persons who shall be
entitled to be present or to speak at any meeting of the noteholders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 9.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         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 noteholders as provided in Section 9.03, in which case the Company
or the noteholders 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 holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote.

         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each noteholder or proxy shall be entitled to one vote for each $1,000 (or the
U.S. Dollar equivalent thereof in connection with Notes issued in a foreign
currency or currency unit) Outstanding principal amount of Notes held or
represented by him, provided, however, that no vote shall be cast or counted at
any meeting in respect of any Note 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 noteholder or proxy. Any meeting of
noteholders duly called pursuant to the provisions of Section 9.02 or 9.03 may
be adjourned from time to time, and the meeting may be held as so adjourned
without further notice.

         SECTION 9.06. Voting. The vote upon any resolution submitted to any
meeting of noteholders shall be by written ballot on which shall be subscribed
the signatures of the noteholders or proxies and on which shall be inscribed the
identifying number or numbers or to which shall be attached a list of
identifying numbers of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting.



                                       57
<PAGE>   63

A record in duplicate of the proceedings of each meeting of noteholders 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 9.02. The record shall be signed and
verified by the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                  ARTICLE TEN.
                             SUPPLEMENTAL INDENTURES

         SECTION 10.01. Supplemental Indentures Without Consent of Noteholders.
The Company, and the Trustee may from time to time and at any time enter into an
indenture or Supplemental Indenture (which shall conform to the provisions of
the Trust Indenture Act of 1939) for one or more of the following purposes:

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

                  (b) to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as its Board of
         Directors and the Trustee shall consider to be for the protection of
         the holders of all, or any series of, Notes, and to make the
         occurrence, or the occurrence and continuance, of a Default in any of
         such additional covenants, restrictions, conditions or provisions a
         Default or an Event of Default with respect to Notes of any or all
         series permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth, with such period of
         grace, if any, and subject to such conditions as such Supplemental
         Indenture may provide;

                  (c) to add to or change any of the provisions of this
         Indenture to provide for the issuance under this Indenture of Notes,
         whether or not then outstanding, in bearer form, to add, modify or
         eliminate any restrictions on the payment of principal of Notes in
         registered form, and to provide for exchangeability of such Notes with
         Notes issued hereunder and to make all appropriate changes for such
         purpose to permit or facilitate the issuance of Notes in uncertificated
         form, provided any such action shall not adversely affect the interests
         of the holders of Notes of any series in any material respect;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any Supplemental Indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any Supplemental Indenture; or to make such other provisions in
         regard to matters or questions arising under this Indenture as shall
         not



                                       58
<PAGE>   64

         adversely affect the interests of the holders of the Notes including
         provisions necessary or desirable to provide for or facilitate the
         administration of the trusts hereunder;

                  (e) to evidence and provide for the acceptance and appointment
         hereunder by a successor trustee with respect to the Notes of one or
         more series and to add or change any 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 Section
         7.11;

                  (f) to change or eliminate any provision of this Indenture,
         provided that any such change or elimination (i) shall become effective
         only when there is no Note outstanding of any series created prior to
         the execution of such Supplemental Indenture which is entitled to the
         benefit of such provision or (ii) shall not adversely apply to any Note
         outstanding;

                  (g) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act, or under
         any similar Federal statute hereafter enacted, and to add to this
         Indenture such other provisions as may be expressly permitted by the
         Trust Indenture Act, excluding however, the provisions referred to in
         Section 316(a)(2) of the Trust Indenture Act or any corresponding
         provision in any similar Federal statute hereafter enacted;

                  (h) to add to, delete from, or revise the terms of Notes of
         any series as permitted by Section 2.01, including, without limitation,
         any terms relating to the issuance, exchange, registration or transfer
         of Notes issued in whole or in part in the form of one of more Global
         Notes and the payment of any principal thereof, or interest (or
         premium), if any, thereon;

                  (i) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (j) to provide for the issuance of and establish the form and
         terms and conditions of the Notes of any series, to establish the form
         of any certifications required to be furnished pursuant to the terms of
         this Indenture or any series of Notes, to increase the authorized
         amount of a series, or to add to the rights of the holders of any
         series of Notes.

         The Trustee is hereby authorized to join with the Company in the
execution of any such Supplemental Indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such Supplemental
Indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise. No Supplemental Indenture shall be effective
as against the Trustee unless and until the Trustee has duly executed and
delivered the same.



                                       59
<PAGE>   65

         Any Supplemental Indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 10.02.

         SECTION 10.02. Supplemental Indentures With Consent of Noteholders.
With the consent (evidenced as provided in Section 8.01) of the holders of not
less than 66 2/3% in aggregate principal amount of the Notes of all series at
the time outstanding affected by a Supplemental Indenture (voting as one class),
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or Supplemental Indenture
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any Supplemental Indenture or of modifying in any manner
the rights of the holders of the Notes of each such series; provided, however,
that no such Supplemental Indenture shall (i) extend the fixed maturity of any
Notes, or reduce the principal amount thereof (and premium, if any) or reduce
the rate or extend the time of payment of any interest thereon, without the
consent of the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the consent of the holders of which is required for any
such Supplemental Indenture, or the percentage required for the consent of the
holders pursuant to Section 6.13 to waive defaults, without the consent of the
holders of each Note so affected.

         Upon the request of the Company, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the Company
authorizing the execution of any such Supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such Supplemental
Indenture unless such Supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
Supplemental Indenture.

         It shall not be necessary for the consent of the noteholders under this
Section to approve the particular form of any proposed Supplemental Indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

         Promptly after the execution by the Company and the Trustee of any
Supplemental Indenture pursuant to the provisions of this Section, the Company
shall give notice thereof in the manner provided in Section 1.02, setting forth
in general terms the substance of such Supplemental Indenture to all noteholders
of each series so affected. Any failure of the Company so to give such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such Supplemental Indenture.

         SECTION 10.03. Compliance With Trust Indenture Act; Effect of
Supplemental Indentures. Any Supplemental Indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act. Upon
the execution of any Supplemental Indenture pursuant to the provisions of this
Article Ten, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the



                                       60
<PAGE>   66

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

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel or a Company Order and Opinion of Counsel as conclusive evidence that
any such Supplemental Indenture complies with the provisions of this Article
Ten.

         SECTION 10.04. Notation on Notes. Notes of any series authenticated and
delivered after the execution of any Supplemental Indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such Supplemental Indenture. New Notes
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any modification of this Indenture
contained in any such Supplemental Indenture may be prepared by the Company,
authenticated by the Trustee and delivered, without charge to the noteholders,
in exchange for the Notes of such series then Outstanding.

                                 ARTICLE ELEVEN.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 11.01. Company May Consolidate, Etc., on Certain Terms. The
Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person unless (i) either the Company shall be the continuing corporation, or the
successor corporation (if other than the Company) shall be a corporation
organized and existing under the laws of the United States of America or a state
thereof and such corporation shall expressly assume the due and punctual payment
of the principal of and interest on all the Notes, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by Supplemental
Indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation and (ii) the Company or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

         SECTION 11.02. Successor Corporation to be Substituted for Company. In
case of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes
which previously shall have been signed and delivered by the officers of the
Company to the Trustee for authentication, and any Notes which such successor
corporation thereafter shall cause



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to be signed and delivered to the Trustee for that purpose. All of the Notes, so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes, if any, theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Notes had been issued at
the date of the execution hereof.

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

         SECTION 11.03. Opinion of Counsel to be Given Trustee. The Trustee,
subject to the provisions of Sections 7.01 and 7.02, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
Article Eleven and that all conditions precedent herein provided for relating to
such transaction have been complied with.

                                 ARTICLE TWELVE.
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

         SECTION 12.01. Discharge of Indenture. If at any time (a) the Company
shall have delivered to the Trustee for cancellation all Notes of any series
theretofore authenticated (other than any Notes of such series appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) or (b) all such Notes of such
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount (other than moneys repaid by the Trustee or any paying agent
to the Company in accordance with Section 12.04) sufficient to pay at maturity
or upon redemption all Notes of such series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and
interest, if any, due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if in either case the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then this Indenture shall cease to be of further effect
with respect to the Notes of such series, and the Trustee, on demand of and at
the cost and expense of the Company and subject to Section 1.02, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to the Notes of such series. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Notes of such series.
Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Notes of any series or of all series, the obligations of the Company to the
Trustee under Section 7.06 shall survive.

         The Company will deliver to the Trustee an Officers' Certificate and an
Opinion of Counsel which together shall state that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.



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<PAGE>   68

         SECTION 12.02. Deposited Moneys To Be Held In Trust By Trustee. All
moneys deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it to the payment, either directly or through any Paying
Agent (including the Company if acting as its own Paying Agent), to the holders
of the particular Notes for the payment or redemption of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest, if any.

         SECTION 12.03. Paying Agent to Repay Moneys Held. In connection with
the satisfaction and discharge of this Indenture with respect to Notes of any
series, all moneys with respect to such Notes then held by any Paying Agent
under the provisions of this Indenture shall, upon demand of the Company, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

         SECTION 12.04. Return of Unclaimed Moneys. Any moneys deposited with or
paid to the Trustee or any Paying Agent for the payment of the principal of or
interest, if any, on any Note and not applied but remaining unclaimed for two
years after the date upon which such principal (and premium, if any) or
interest, if any, shall have become due and payable, shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee or such Paying Agent on
demand, and the holder of such Note shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease.

         SECTION 12.05. Satisfaction, Discharge and Defeasance of Notes of Any
Series. Unless, as specified pursuant to Section 2.01, provision is made that
defeasance of the Notes of a series under this section shall not apply to the
Notes of such series, this Section 12.05 shall be applicable to the Outstanding
Notes of all series upon compliance with the conditions set forth below.

         At the Company's option, either (a) the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Notes of any
such series and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of such indebtedness or (b)
the Company shall cease to be under any obligation to comply with any term,
provision, condition or covenant specified as contemplated by Section 2.01, when

         (1) either

                  (A) with respect to all outstanding Notes of such series, (i)
         the Company has deposited or caused to be deposited with the Trustee as
         trust funds in trust for the purpose an amount (in such currency in
         which such outstanding Notes are then specified as payable at stated
         maturity) sufficient to pay and discharge the entire indebtedness of
         all outstanding Notes of such series for principal (and premium, if
         any) and interest, if any, to the stated maturity or any Redemption
         Date as contemplated by the last paragraph of this Section 12.05, as
         the case may be; or (ii) the Company has deposited or caused to be
         deposited with the Trustee as obligations in trust for the purpose such
         amount of direct



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<PAGE>   69

         noncallable obligations of, or noncallable obligations the payment of
         principal of and interest on which is fully guaranteed by, the United
         States of America, or to the payment of which obligations or guarantees
         the full faith and credit of the United States of America is pledged,
         maturing as to principal and interest in such amounts and at such times
         as will, together with the income to accrue thereon (but without
         reinvesting any proceeds thereof), be sufficient to pay and discharge
         the entire indebtedness on all outstanding Notes of such series for
         principal (and premium, if any), interest, if any, to the stated
         maturity or any Redemption Date as contemplated by the last paragraph
         of this Section 12.05, as the case may be; or

                  (B) the Company has properly fulfilled such other terms and
         conditions to the satisfaction and discharge as is specified, as
         contemplated by Section 2.01, as applicable to the Notes of such
         series, and

         (2) The Company has paid or caused to be paid all other sums payable
with respect to the outstanding Notes of such series, and

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

         (4) The Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Notes of any such series have been complied
with.

         Any deposits with the Trustee referred to in Section 12.05(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Notes of such series are to be redeemed prior to their stated maturity, whether
pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement or otherwise, the applicable escrow trust
agreement shall provide therefore and the Company shall make such arrangements
as are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.



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<PAGE>   70

                                ARTICLE THIRTEEN.
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

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

                                ARTICLE FOURTEEN.
                            MISCELLANEOUS PROVISIONS.

         SECTION 14.01. Benefits of Indenture Restricted to Parties and Holders.
Nothing in this Indenture or in the Notes, expressed or implied, shall give or
be construed to give to any person, other than the parties hereto and their
successors and the holders of the Notes, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the holders of the Notes.

         SECTION 14.02. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 14.03. Addresses for Notices, Etc. Subject to the provisions of
Section 4.01 with respect to demands for payment, any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes to or on the Company may be given or
served by being deposited postage prepaid first class mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee), as follows: Bank of America Corporation, Bank of America Corporate
Center, Corporate Treasury Division, NC1-007-23-01, 100 North Tryon Street,
Charlotte, North Carolina 28255-0065, Fax: (704) 386-0270. Any notice,
direction, request or demand by any noteholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the corporate trust office of the Trustee as set forth in
Section 4.04.

         SECTION 14.04. Evidence of Compliance With Conditions Precedent. Upon
any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by



                                       65
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any provision of this Indenture relating to such particular application or
demand, no additional certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (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 such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 14.05. Legal Holidays. In any case where the date of maturity
of any interest or premium on or principal of any Note or the date fixed for
redemption of any Note shall not be a Business Day in the Place of Payment, then
payment of any interest or premium on or principal of such Notes, need not be
made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

         SECTION 14.06. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

         SECTION 14.07. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

         SECTION 14.08. New York Contract. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State.

         SECTION 14.09. Severability of Provisions. Any prohibition, invalidity
or unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

                                ARTICLE FIFTEEN.
                             SUBORDINATION OF NOTES

         SECTION 15.01. Notes Subordinate to Senior Indebtedness. The Company,
for itself, its successors and assigns, covenants and agrees, and each holder of
Notes of each series, by his acceptance thereof, likewise covenants and agrees,
that anything in this Indenture or the Notes of any series notwithstanding, all
Notes of every series issued hereunder shall be subordinated and subject, to the
extent and in the manner herein set forth, in right of payment to



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the prior payment in full of all Senior Indebtedness. The provisions of this
Article are made for the benefit of all holders of Senior Indebtedness, and any
such holder may proceed to enforce such provisions.

         SECTION 15.02. Payment Over of Proceeds Upon Dissolution, Etc. No
payment on account of principal of (and premium, if any) or interest on the
Notes shall be made, and no Notes shall be purchased, either directly or
indirectly, by the Company or any of its subsidiaries, if any default or Event
of Default with respect to any Senior Indebtedness, which permits or with the
giving of notice or passage of time or both would permit the holders thereof (or
a trustee on their behalf) to accelerate the maturity thereof, shall have
occurred and be continuing and the Company and the Trustee shall have received
written notice thereof from the holders of at least 10% in principal amount of
any kind or category of any Senior Indebtedness (or the representative or
representatives of such holders) or the Trustee shall have received written
notice thereof from the Company.

         In the event that any Note is declared due and payable before the date
specified therein as the fixed date on which the principal thereof is due and
payable pursuant to Article Six, or upon any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution or winding up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all principal
of (and premium, if any) and interest due or to become due upon all Senior
Indebtedness shall first be paid in full before the noteholders, or the Trustee,
shall be entitled to retain any assets (other than shares of stock of the
Company as reorganized or readjusted or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated, at least to the same extent as the Notes, to
the payment of all Senior Indebtedness which may at the time be outstanding,
provided that the rights of the holders of the Senior Indebtedness are not
altered by such reorganization or readjustment) so paid or distributed in
respect of the Notes (for principal or interest); and upon such dissolution or
winding up or liquidation or reorganization any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities (other than shares of stock of the Company as reorganized or
readjusted or securities of the Company or any other corporation provided for by
a plan of reorganization or readjustment, the payment of which is subordinated,
at least to the same extent as the Notes, to the payment of all Senior
Indebtedness which may at the time be outstanding, provided that the rights of
the holders of the Senior Indebtedness are not altered by such reorganization or
readjustment), to which the noteholders or the Trustee would be entitled, except
for the provisions of this Section, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the noteholders or the Trustee if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to each such holder on the basis of the respective amounts of Senior
Indebtedness held by such holder) or their representatives, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness,
before any payment or distribution is made to the noteholders or to the Trustee.



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         No holders of Senior Indebtedness shall be prejudiced in their right to
enforce subordination of the Notes by any act or failure to act on the part of
the Company.

         Subject to the payment in full of all Senior Indebtedness, the holders
of the Notes shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which, by its express terms, ranks on a parity with
the Notes and is entitled to like rights of subrogation) to the rights of the
holders of Senior Indebtedness to receive payments or distributions of assets of
the Company applicable to the Senior Indebtedness until the Notes shall be paid
in full. For purposes of such subrogation, no payments or distributions on the
Senior Indebtedness pursuant to this Section shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Notes, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness, and no payments or distributions to the Trustee or the holders of
the Notes of assets by virtue of the subrogation herein provided for shall, as
between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Notes, be deemed to be a payment to or on
account of the Notes. The provisions of this Article are and are intended solely
for the purpose of defining the relative rights of the holders of the Notes, on
the one hand, and the holders of Senior Indebtedness, on the other hand, and
nothing contained in this Article elsewhere in this Indenture or in the Notes is
intended to or shall impair the obligation of the Company, which is
unconditional and absolute, to pay the principal of (and premium, if any) and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the holders of
the Notes and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article, of the holders of Senior Indebtedness in respect of cash,
property, or securities of the Company otherwise payable or delivered to the
Trustee or such noteholder upon the exercise of any such remedy.

         Upon any payment or distribution pursuant to this Section, the Trustee
and the noteholders shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in this Section are pending, and the Trustee, subject to the provisions of
Section 7.01, and the noteholders shall be entitled to rely upon a certificate
of the liquidating trustee or agent or other person making such payment or
distribution delivered to the Trustee or to the noteholders for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Section.
In the event that the Trustee determines, in good faith, that further evidence
is required with respect to the right of any person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Section, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other facts pertinent to
the rights of such person under this Section, and if such evidence is not
furnished, the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such payment.



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<PAGE>   74

         Nothing contained in this Article or elsewhere in this Indenture, or in
any of the Notes, shall prevent (a) the application by the Trustee or any paying
agent of any moneys deposited with it hereunder to the payment of or on account
of the principal of (and premium, if any) or any interest on Notes if, at the
time of such deposit (provided that the time of such deposit was not more than
10 days prior to the time of such payment), such payment would not have been
prohibited by the foregoing provisions of this Section, or (b) any payment by
the Company or the Trustee to the noteholders of moneys in connection with a
redemption of Notes if (1) notice of such redemption has been given to the
holders of the Notes to be redeemed pursuant to Article Three hereof prior to
the receipt by the Trustee of the written notice referred to in Section 15.04
and (2) such notice of redemption is given not earlier than 60 days before the
date fixed for redemption.

         SECTION 15.03. Trustee To Effectuate Subordination. The holder of each
Note by his acceptance thereof authorizes and directs the Trustee in his behalf
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination as provided in this Article and appoints the
Trustee as attorney-in-fact for any and all such purposes.

         SECTION 15.04. Trustee Not Charged with Knowledge of Prohibition. The
Company shall provide prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of any series of the Notes; provide, however, that failure to give
such notice shall not affect the subordination of the Notes to any Senior
Indebtedness. Notwithstanding the provisions of this Article or any other
provision of this Indenture, but subject to the provisions of Section 7.01,
neither the Trustee nor any paying agent shall be charged with knowledge of the
existence of any Senior Indebtedness, or of any default in the payment of the
principal of (or premium, if any) or interest on any Senior Indebtedness, or of
any facts which would prohibit the making of any payment of moneys to or by the
Trustee or any such paying agent, unless and until the Trustee or such paying
agent shall have received written notice thereof from the Company or the holders
of at least 10% in principal amount of any kind or category of any Senior
Indebtedness or the representative or representatives of such holders (certified
by the Company or otherwise established to the reasonable satisfaction of the
Trustee or such paying agent to be such holders or representatives); nor shall
the Trustee or any such paying agent be charged with knowledge of the curing or
waiving of any such default or of the elimination of the act or condition
preventing any such payment unless and until the Trustee or such paying agent
shall have received an Officers' Certificate to such effect, and prior to the
receipt of any such writing the Trustee shall be entitled to assume that no such
facts exist and that no such cure or waiver has occurred; provided, however,
that if not less than three business days prior to the date upon which by the
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of the principal of or interest on any Note),
the Trustee or such paying agent shall not have received with respect to such
moneys the notice provided for in this Section, then, anything herein contained
to the contrary notwithstanding, the Trustee or such paying agent shall have
full power and authority to receive such moneys and to apply the same to the
purpose for which they were received and shall not be affected by any notice to
the contrary which may be received by it on or after such date.



                                       69
<PAGE>   75

         SECTION 15.05. Rights of Trustee as Holder of Senior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness; and nothing in Section
7.13, or elsewhere in this Indenture, shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.

         SECTION 15.06. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to noteholders or the Company or any
other person moneys or assets to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article or otherwise. With respect to any holders
of Senior Indebtedness, the Trustee undertakes to perform or to observe only
such of its covenants or obligations as are specifically set forth in this
Article Fifteen and no implied covenants or obligations with respect to holders
of Senior Indebtedness shall be read into this Indenture against the Trustee.

         SECTION 15.07. Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such paying agent within its meaning as fully for all
intents and purposes as if such paying agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 15.04,
15.05 and 15.06 shall not apply to the Company if it acts as paying agent.

         The Trustee, by its execution of a counterpart of this Indenture,
acknowledges and accepts its appointment as Trustee.







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         IN WITNESS WHEREOF, THE BANK OF NEW YORK and BANK OF AMERICA
CORPORATION have each caused this Indenture to be signed by a duly authorized
officer, as of the day and year first above written.


                                    THE BANK OF NEW YORK



                                    By:        /s/ Derek C. Kettel
                                        ----------------------------------------
                                    Title          Agent
                                          --------------------------------------


                                    BANK OF AMERICA CORPORATION


                                    By:        /s/ John E. Mack
                                        ----------------------------------------
                                                   Senior Vice President








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