<PAGE>   1

                                                                     Exhibit 4.3


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



                       WILLIAMS COMMUNICATIONS GROUP, INC.

                                       and

                        THE BANK OF NEW YORK, as Trustee

                                    Indenture

                         Dated as of _____________, 2001



                                 Debt Securities



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


<PAGE>   2


                             CROSS REFERENCE SHEET*
                                     Between

         Provisions of Trust Indenture Act (as defined herein) and Indenture
dated as of _______________, 200___ between WILLIAMS COMMUNICATIONS GROUP, INC.
and The Bank of New York, as Trustee:

<TABLE>
<CAPTION>
SECTION OF THE ACT                                                               SECTION OF INDENTURE
<S>                                                                      <C>
310(a)(1) and (2).................................................................................6.9
310(a)(3) and (4)........................................................................Inapplicable
310(b)...................................................................6.8 and 6.10(a), (b) and (d)
310(c)...................................................................................Inapplicable
311(a)...........................................................................................6.14
311(b)...........................................................................................6.14
311(c)...................................................................................Inapplicable
312(a)....................................................................................4.1 and 4.2
312(b)............................................................................................4.2
312(c)............................................................................................4.2
313(a)............................................................................................4.3
313(b)(1)................................................................................Inapplicable
313(b)(2).........................................................................................4.3
313(c).....................................................................4.3, 5.11, 6.10, 6.11, 8.2
                                                                                             and 12.2
313(d)............................................................................................4.3
314(a)....................................................................................3.5 and 4.2
314(b)...................................................................................Inapplicable
314(c)(1) and (2)................................................................................11.5
314(c)(3)................................................................................Inapplicable
314(d)...................................................................................Inapplicable
314(e)...........................................................................................11.5
314(f)...................................................................................Inapplicable
315(a), (c) and (d)...............................................................................6.1
315(b)...........................................................................................5.11
315(e)...........................................................................................5.12
316(a)(1)................................................................................5.9 and 5.10
316(a)(2)................................................................................Not required
316(a) (last sentence)............................................................................7.4
316(b)............................................................................................5.7
317(a)............................................................................................5.2
317(b).................................................................................3.4(a) and (b)
318(a)...........................................................................................11.7
</TABLE>


*This Cross Reference Sheet is not part of the Indenture.

<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

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                                                     ARTICLE I

                                                    DEFINITIONS

         SECTION 1.1  CERTAIN TERMS DEFINED.......................................................................1

                                                    ARTICLE II

                                                    SECURITIES

         SECTION 2.1  FORMS GENERALLY.............................................................................6
         SECTION 2.2  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.............................................7
         SECTION 2.3  AMOUNT UNLIMITED; ISSUABLE IN SERIES........................................................7
         SECTION 2.4  AUTHENTICATION AND DELIVERY OF SECURITIES..................................................10
         SECTION 2.5  EXECUTION OF SECURITIES....................................................................12
         SECTION 2.6  CERTIFICATE OF AUTHENTICATION..............................................................13
         SECTION 2.7  DENOMINATION AND DATE OF SECURITIES; PAYMENT OF INTEREST...................................13
         SECTION 2.8  REGISTRATION, TRANSFER AND EXCHANGE........................................................14
         SECTION 2.9  MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES..................................17
         SECTION 2.10  CANCELLATION OF SECURITIES; DESTRUCTION THEREOF...........................................18
         SECTION 2.11  TEMPORARY SECURITIES......................................................................18

                                                    ARTICLE III

                                              COVENANTS OF THE ISSUER

         SECTION 3.1  PAYMENT OF PRINCIPAL AND INTEREST..........................................................19
         SECTION 3.2  OFFICES FOR PAYMENTS, ETC..................................................................20
         SECTION 3.3  APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.........................................21
         SECTION 3.4  PAYING AGENTS..............................................................................21
         SECTION 3.5  COMPLIANCE CERTIFICATES....................................................................22
         SECTION 3.6  CORPORATE EXISTENCE........................................................................22
         SECTION 3.7  MAINTENANCE OF PROPERTIES..................................................................22
         SECTION 3.8  PAYMENT OF TAXES AND OTHER CLAIMS..........................................................22
         SECTION 3.9  LUXEMBOURG PUBLICATIONS....................................................................23
</TABLE>



                                       i
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<TABLE>
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                                                     ARTICLE IV

                                      SECURITYHOLDER LISTS AND REPORTS BY THE
                                               ISSUER AND THE TRUSTEE

         SECTION 4.1  ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF SECURITYHOLDERS.........23
         SECTION 4.2  REPORTS BY THE ISSUER......................................................................23
         SECTION 4.3  REPORTS BY THE TRUSTEE.....................................................................24

                                                     ARTICLE V

                                    REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                                ON EVENT OF DEFAULT

         SECTION 5.1  EVENT OF DEFAULT DEFINED, ACCELERATION OF MATURITY; WAIVER OF DEFAULT......................25
         SECTION 5.2  COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT..............................29
         SECTION 5.3  APPLICATION OF PROCEEDS....................................................................31
         SECTION 5.4  SUITS FOR ENFORCEMENT......................................................................32
         SECTION 5.5  RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS........................................32
         SECTION 5.6  LIMITATIONS ON SUITS BY SECURITY HOLDERS...................................................32
         SECTION 5.7  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS..........................33
         SECTION 5.8  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT....................33
         SECTION 5.9  CONTROL BY HOLDERS OF SECURITIES...........................................................33
         SECTION 5.10  WAIVER OF PAST DEFAULTS...................................................................34
         SECTION 5.11  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES..............34
         SECTION 5.12  RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS..............................34
</TABLE>



                                       ii
<PAGE>   5


<TABLE>
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                                                       ARTICLE VI

                                                 CONCERNING THE TRUSTEE

         SECTION 6.1  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT................35
         SECTION 6.2  CERTAIN RIGHTS OF THE TRUSTEE...............................................................36
         SECTION 6.3  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF
              PROCEEDS THEREOF....................................................................................37
         SECTION 6.4  TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS; COLLECTIONS, ETC.........................37
         SECTION 6.5  MONEYS HELD BY TRUSTEE......................................................................38
         SECTION 6.6  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.............................38
         SECTION 6.7  RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE, ETC......................................38
         SECTION 6.8  INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS FOR THE TRUSTEE.....................38
         SECTION 6.9  QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.............................................39
         SECTION 6.10  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE................................................39
         SECTION 6.11  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE..................................39
         SECTION 6.12  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.............................................40
         SECTION 6.13  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE.....................42
         SECTION 6.14  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.......................................42
         SECTION 6.15  APPOINTMENT OF AUTHENTICATING AGENT........................................................42

                                                      ARTICLE VII

                                             CONCERNING THE SECURITYHOLDERS

         SECTION 7.1  EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS.................................................43
</TABLE>



                                      iii
<PAGE>   6


<TABLE>
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         SECTION 7.2  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES.............................43
         SECTION 7.3  HOLDERS TO BE TREATED AS OWNERS............................................................44
         SECTION 7.4  SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING..........................................44
         SECTION 7.5  RIGHT OF REVOCATION OF ACTION TAKEN........................................................45

                                                      ARTICLE VIII

                                                SUPPLEMENTAL INDENTURES

         SECTION 8.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.................................45
         SECTION 8.2  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS....................................46
         SECTION 8.3  EFFECT OF SUPPLEMENTAL INDENTURE...........................................................48
         SECTION 8.4  DOCUMENTS TO BE GIVEN TO TRUSTEE...........................................................48
         SECTION 8.5  NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES...............................48

                                                       ARTICLE IX

                                       CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 9.1  ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS........................................49
         SECTION 9.2  SUCCESSOR CORPORATION SUBSTITUTED..........................................................49
         SECTION 9.3  OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE..................................................49

                                                       ARTICLE X

                                        SATISFACTION AND DISCHARGE OF INDENTURE;
                                                    UNCLAIMED MONEYS

         SECTION 10.1  SATISFACTION AND DISCHARGE OF INDENTURE...................................................50
         SECTION 10.2  APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF SECURITIES.......................54
         SECTION 10.3  REPAYMENT OF MONEYS HELD BY PAYING AGENT..................................................54
</TABLE>



                                       iv
<PAGE>   7


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         SECTION 10.4  RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS.................54
         SECTION 10.5  INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS.................................................54

                                                       ARTICLE XI

                                                MISCELLANEOUS PROVISIONS

         SECTION 11.1  INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS OF ISSUER EXEMPT FROM INDIVIDUAL
              LIABILITY..........................................................................................55
         SECTION 11.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS OF SECURITIES AND
              COUPONS............................................................................................55
         SECTION 11.3  SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.......................................55
         SECTION 11.4  NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF SECURITIES AND COUPONS..............55
         SECTION 11.5  OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN........56
         SECTION 11.6  PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS...........................................57
         SECTION 11.7  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT...........................57
         SECTION 11.8  NEW YORK LAW TO GOVERN....................................................................57
         SECTION 11.9  COUNTERPARTS..............................................................................58
         SECTION 11.10  EFFECT OF HEADINGS.......................................................................58
         SECTION 11.11  SECURITIES IN A COMPOSITE CURRENCY, CURRENCY UNIT, FOREIGN CURRENCY OR IN ECU............58
         SECTION 11.12  JUDGMENT CURRENCY........................................................................59

                                                      ARTICLE XII

                                       REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 12.1  APPLICABILITY OF ARTICLE..................................................................59
         SECTION 12.2  NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS.................................................59
         SECTION 12.3  PAYMENT OF SECURITIES CALLED FOR REDEMPTION...............................................61
         SECTION 12.4  EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION.............62
         SECTION 12.5  MANDATORY AND OPTIONAL SINKING FUNDS......................................................62
</TABLE>



                                       v
<PAGE>   8


              THIS INDENTURE, dated as of _________, 2001, by and between
WILLIAMS COMMUNICATIONS GROUP, INC., a Delaware corporation (the "Issuer"), and
The Bank of New York, as trustee (the "Trustee"),

                                   WITNESSETH:

              WHEREAS, the Issuer has duly authorized the issue from time to
time of its unsecured debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Indenture;

              WHEREAS, the Issuer has duly authorized the execution and delivery
of this Indenture to provide, among other things, for the authentication,
delivery and administration of the Securities; and

              WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done;

              NOW, THEREFORE:

              In consideration of the premises and the purchases of the
Securities by the holders thereof, the Issuer and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities and of the coupons, if any, appertaining thereto
as follows:

                                    ARTICLE I

                                   DEFINITIONS

              SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), or the definitions of which in the
Securities Act of 1933, as amended (the "Securities Act"), are referred to in
the Trust Indenture Act, including terms defined therein by reference to the
Securities Act (except as herein otherwise expressly provided or unless the
context otherwise requires), shall have the meaning assigned to such terms in
the Trust Indenture Act and in the Securities Act as in effect from time to
time. All accounting terms used herein and not expressly defined shall have the
meanings 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
unless a different time shall be specified with respect to such series of
Securities as provided for in Section 2.3. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms



                                       1
<PAGE>   9


defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.

              "Affiliate" has the same meaning as given to that term in Rule 405
of the Securities Act or any successor provision.

              "Authenticating Agent" shall have the meaning set forth in Section
6.15.

              "Authorized Newspaper" means a newspaper (which, in the case of
The City of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition), in the case of the United Kingdom of Great Britain and Northern
Ireland (the "United Kingdom"), will, if practicable, be The Financial Times
(London Edition) and, in the case of the Grand Duchy of Luxembourg
("Luxembourg"), will, if practicable, be the Luxemburger Wort) published in an
official or common language of the country of publication customarily published
at least once a day for at least five days in each calendar week and of general
circulation in The City of New York, the United Kingdom or Luxembourg, as
applicable. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

              "Board of Directors" means either the Board of Directors of the
Issuer or any committee of such Board duly authorized to act on its behalf.

              "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Issuer to have been
duly adopted or consented to by the Board of Directors and to be in full force
and effect, and delivered to the Trustee.

              "Business Day" means, with respect to any Security, a day that is
not a day on which banking institutions in the city (or in any of the cities, if
more than one) in which amounts are payable, as specified in the form of such
Security, are authorized or required by any applicable law or regulation to be
closed.

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

              "Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, as of the date of this Indenture,
located at _________________, New York, New York ________.

              "Coupon" means any interest coupon appertaining to an Unregistered
Security.

              "Covenant Defeasance" shall have the meaning set forth in Section
10.1(C).



                                       2
<PAGE>   10


              "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Registered Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 2.3 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

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

              "ECU" means the European Currency Unit as defined and revised from
time to time by the European Monetary System of the European Community.

              "Event of Default" means any event or condition specified as such
in Section 5.1.

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

              "Fair Value" when used with respect to any Voting Stock means the
fair value as determined in good faith by the Board of Directors of the Issuer.

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

              "Holder," "Holder of Securities," "Securityholder" or any other
similar term means (a) in the case of any Registered Security, the person in
whose name such Security is registered in the security register kept by the
Issuer for that purpose in accordance with the terms hereof, and (b) in the case
of any Unregistered Security, the bearer of such Security, or any Coupon
appertaining thereto, as the case may be.

              "Indenture" means this instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented or both, and shall include the forms and terms of particular series
of Securities established as contemplated hereunder.

              "IRS" means the Internal Revenue Service of the United States
Department of the Treasury, or any successor entity.

              "Issuer" means (except as otherwise provided in Article IX)
Williams Communications Group, Inc., a Delaware corporation, and, subject to
Article IX, its successors and assigns.

              "Issuer Order" means a written statement, request or order of the
Issuer signed in its name by the chairman of the Board of Directors, the
president, any vice president or the treasurer of the Issuer.

              "Judgment Currency" has the meaning set forth in Section 11.12.



                                       3
<PAGE>   11


              "Non-U.S. Person" means any person that is not a "U.S. person" as
such term is defined in Rule 902 of the Securities Act.

              "Officer's Certificate" means a certificate signed by the chairman
of the Board of Directors, the president or any vice president or the treasurer
of the Issuer and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act and include the statements provided
for in Section 11.5.

              "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of the Issuer or other counsel satisfactory to
the Trustee. Each such opinion shall comply with Section 314 of the Trust
Indenture Act and include the statements provided for in Section 11.5.

              "Original Issue Date" of any Security (or portion thereof) means
the earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

              "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

              "Outstanding" (except as otherwise provided in Section 7.4), when
used with reference to Securities, means, subject to the provisions of Section
7.4, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except:

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

               (b) Securities, or portions thereof, for the payment or
          redemption of which moneys or U.S. Government Obligations (as provided
          for in Section 10.1) in the necessary amount shall have been deposited
          in trust with the Trustee or with any paying agent (other than the
          Issuer) or shall have been set aside, segregated and held in trust by
          the Issuer for the Holders of such Securities (if the Issuer shall act
          as its own paying agent), provided, that if such Securities, or
          portions thereof, are to be redeemed prior to the maturity thereof,
          notice of such redemption shall have been given as herein provided, or
          provisions satisfactory to the Trustee shall have been made for giving
          such notice; and

               (c) Securities which shall have been paid or in substitution for
          which other Securities shall have been authenticated and delivered
          pursuant to the terms of Section 2.9 (except with respect to any such
          Security as to which proof satisfactory to the Trustee is presented
          that such Security is held by a person in whose hands such Security is
          a legal, valid and binding obligation of the Issuer).



                                       4
<PAGE>   12


              In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

              "Periodic Offering" means an offering of Securities of a series
from time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

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

              "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any," provided, however, that such inclusion of premium, if any, shall under no
circumstances result in the double counting of such premium for the purpose of
any calculation required hereunder.

              "record date" shall have the meaning set forth in Section 2.7.

              "Registered Global Security" means a Security evidencing all or a
part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.4, and bearing the legend prescribed in
Section 2.4 and any other legend required by the Depositary for such series.

              "Registered Security" means any Security registered on the
Security register of the Issuer.

              "Required Currency" shall have the meaning set forth in Section
11.12.

              "Responsible Officer" when used with respect to the Trustee means
any officer of the Trustee assigned to administer corporate trust matters to
whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with the particular subject.

              "Security" or "Securities" (except as otherwise provided in
Section 7.4) has the meaning stated in the first recital of this Indenture, or,
as the case may be, Securities that have been authenticated and delivered under
this Indenture.

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

              "Senior Securities" means Securities other than Subordinated
Securities.



                                       5
<PAGE>   13


              "Subordinated Securities" means Securities that by the terms
established pursuant to Subsection 2.3(9) are subordinate to any specified debt
of the Issuer.

              "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having the voting power to elect a majority of the Board
of Directors of such corporation (irrespective of whether or not at the time
stock of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time of
determination directly or indirectly owned by the Issuer, or by one or more of
its Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

              "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article VI, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder, and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

              "Unregistered Security" means any Security other than a Registered
Security.

              "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(A).

              "Voting Stock" means stock of any class or classes having general
voting power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the corporation in question, provided, that,
for the purposes hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened.

              "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                   ARTICLE II

                                   SECURITIES

              SECTION 2.1 FORMS GENERALLY. The Securities of each series and the
Coupons, if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Indenture) as shall be established by or pursuant to one
or more Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to but not set forth in a Board Resolution, an Officer's
Certificate detailing such establishment) or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be



                                       6
<PAGE>   14


determined by the officers executing such Securities and Coupons, if any, as
evidenced by their execution of such Securities and Coupons.

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

              SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

              "This is one of the Securities referred to in the within-mentioned
Indenture.


                                          The Bank of New York, as Trustee



                                          By
                                             ----------------------------------
                                             Authorized Signatory"

              If at any time there shall be an Authenticating Agent appointed
with respect to any series of Securities, then the Trustee's Certificate of
Authentication to be borne by the Securities of each such series shall be
substantially as follows:

              "This is one of the Securities referred to in the within-mentioned
Indenture.



                                          as Authenticating Agent



                                          By
                                             ----------------------------------
                                             Authorized Signatory"

              SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

              The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions (and to the extent
established pursuant to but not set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,



                                       7
<PAGE>   15


                    (1) the designation of the Securities of the series, which
         shall distinguish the Securities of the series from the Securities of
         all other series, and which may be part of a series of Securities
         previously issued;

                    (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or
         12.3);

                    (3) if other than Dollars, the coin, currency or currencies
         in which the Securities of the series are denominated (including, but
         not limited to, any composite currency, currency units, Foreign
         Currency or ECU);

                    (4) the date or dates on which the principal of the
         Securities of the series is payable or the method of determination
         thereof;

                    (5) the rate or rates at which the Securities of the series
         shall bear interest, if any, the date or dates from which such interest
         shall accrue, on which such interest shall be payable, the terms and
         conditions of any deferral of interest and the additional interest, if
         any, thereon, the right, if any, of the Issuer to extend the interest
         payment periods and the duration of the extensions and (in the case of
         Registered Securities) the date or dates on which a record shall be
         taken for the determination of Holders to whom interest is payable
         and/or the method by which such rate or rates or date or dates shall be
         determined;

                    (6) the place or places where and the manner in which, the
         principal of and any interest on Securities of the series shall be
         payable, if other than as provided in Section 3.2;

                    (7) the right, if any, of the Issuer to redeem Securities,
         in whole or in part, at its option and the period or periods within
         which, or the date or dates on which, the price or prices at which and
         any terms and conditions upon which Securities of the series may be so
         redeemed, pursuant to any sinking fund or otherwise;

                    (8) the obligation, if any, of the Issuer to redeem,
         purchase or repay Securities of the series pursuant to any mandatory
         redemption, sinking fund or analogous provisions or at the option of a
         Holder thereof, and the price or prices at which and the period or
         periods within which or the date or dates on which and any terms and
         conditions upon which Securities of the series shall be redeemed,
         purchased or repaid, in whole or in part, pursuant to such obligation;

                    (9) the terms, if any, on which the Securities of such
         series will be subordinate to other debt of the Issuer;



                                       8
<PAGE>   16


                    (10) if other than denominations of $1,000 and any integral
         multiple thereof in the case of Registered Securities, or $1,000 and
         $5,000 in the case of Unregistered Securities, the denominations in
         which Securities of the series shall be issuable;

                    (11) the percentage of the principal amount at which the
         Securities will be issued, and, if other than the principal amount
         thereof, the portion of the principal amount of Securities of the
         series which shall be payable upon declaration of acceleration of the
         maturity thereof;

                    (12) if other than the coin, currency or currencies in which
         the Securities of the series are denominated, the coin, currency or
         currencies in which payment of the principal of or interest on the
         Securities of such series shall be payable, including composite
         currencies or currency units;

                    (13) if the principal of or interest on the Securities of
         the series are to be payable, at the election of the Issuer or a Holder
         thereof, in a coin or currency other than that in which the Securities
         are denominated, the period or periods within which, and the terms and
         conditions upon which, such election may be made;

                    (14) if the amount of payments of principal of and interest
         on the Securities of the series may be determined with reference to an
         index or formula based on a coin, currency, composite currency or
         currency unit other than that in which the Securities of the series are
         denominated, the manner in which such amounts shall be determined;

                    (15) whether the Securities of the series will be issuable
         as Registered Securities (and if so, whether such Securities will be
         issuable as Registered Global Securities) or Unregistered Securities
         (with or without Coupons), or any combination of the foregoing, any
         restrictions applicable to the offer, sale or delivery of Unregistered
         Securities or the payment of interest thereon and, if other than as
         provided in Section 2.8, the terms upon which Unregistered Securities
         of any series may be exchanged for Registered Securities of such series
         and vice versa;

                    (16) whether and under what circumstances the Issuer will
         pay additional amounts on the Securities of the series held by a
         person who is not a U.S. person in respect of any tax, assessment or
         governmental charge withheld or deducted and, if so, whether the
         Issuer will have the option to redeem the Securities of the series
         rather than pay such additional amounts;

                    (17) if the Securities of the series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security 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;



                                       9
<PAGE>   17


                    (18) any trustees, depositaries, authenticating or paying
         agents, transfer agents or registrars of any other agents with respect
         to the Securities of such series;

                    (19) any deletion from modification of or addition to the
         Events of Default or covenants with respect to the Securities of such
         series;

                    (20) if the Securities of the series are to be convertible
         into or exchangeable for any other security or property of the Issuer,
         including, without limitation, securities of another Person held by the
         Issuer or its Affiliates and, if so, the terms thereof; and

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

              All Securities of any one series and Coupons, if any, appertaining
thereto shall be substantially identical, except in the case of Registered
Securities as to denomination and except as may otherwise be provided by or
pursuant to the Board Resolution or Officer's Certificate referred to above or
as set forth in any indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officer's Certificate or in any indenture
supplemental hereto.

              SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. The Issuer
may deliver Securities of any series having attached thereto appropriate
Coupons, if any, executed by the Issuer to the Trustee for authentication
together with the applicable documents referred to below in this Section 2.4,
and the Trustee shall thereupon authenticate and deliver such Securities and
Coupons, if any, to or upon the order of the Issuer (contained in the Issuer
Order referred to below in this Section) or pursuant to such procedures
acceptable to the Trustee and to such recipients as may be specified from time
to time by an Issuer Order. The maturity date, original issue date, interest
rate and any other terms of the Securities of such series and Coupons, if any,
appertaining thereto shall be determined by or pursuant to such Issuer Order and
procedures. If provided for in such procedures, such Issuer Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Issuer or its duly authorized agent or agents, which instructions, if oral,
shall be promptly confirmed in writing. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive (in the case of
subparagraphs (2), (3) and (4) below only at or before the time of the first
request of the Issuer to the Trustee to authenticate Securities of such series)
and (subject to Section 6.1) shall be fully protected in relying upon, the
following enumerated documents unless and until such documents have been
superseded or revoked:

                    (1) an Issuer Order requesting such authentication and
         setting forth delivery instructions if the Securities and Coupons, if
         any, are not to be delivered to the Issuer, provided that, with respect
         to Securities of a series subject to a Periodic Offering, (a) such
         Issuer Order may be delivered by the Issuer to the Trustee prior to the
         delivery to the Trustee of such Securities for authentication and
         delivery, (b) the Trustee shall authenticate and



                                       10
<PAGE>   18


         deliver Securities of such series for original issue from time to time,
         in an aggregate principal amount not exceeding the aggregate principal
         amount established for such series, pursuant to an Issuer Order or
         pursuant to procedures acceptable to the Trustee as may be specified
         from time to time by an Issuer Order, (c) the maturity date or dates,
         original issue date or dates, interest rate or rates and any other
         terms of Securities of such series shall be determined by an Issuer
         Order or pursuant to such procedures and (d) if provided for in such
         procedures, such Issuer Order may authorize authentication and delivery
         pursuant to oral or electronic instructions from the Issuer or its duly
         authorized agent or agents, which instructions, if oral, shall be
         promptly confirmed in writing;

                    (2) any Board Resolution, Officer's Certificate and/or
         executed supplemental indenture referred to in Section 2.1 and 2.3 by
         or pursuant to which the forms and terms of the Securities and Coupons,
         if any, were established;

                    (3) an Officer's Certificate setting forth the form or forms
         and terms of the Securities and Coupons, if any, stating that the form
         or forms and terms of the Securities and Coupons, if any, have been
         established pursuant to Sections 2.1 and 2.3 and comply with this
         Indenture, and covering such other matters as the Trustee may
         reasonably request; and

                    (4) At the option of the Issuer, either one or more Opinions
         of Counsel, or a letter addressed to the Trustee permitting it to rely
         on one or more Opinions of Counsel, substantially to the effect that:

                         (a) the form or forms of the Securities and Coupons, if
                    any, have been duly authorized and established in conformity
                    with the provisions of this Indenture;

                         (b) in the case of an underwritten offering, the terms
                    of the Securities have been duly authorized and established
                    in conformity with the provisions of this Indenture, and, in
                    the case of an offering that is not underwritten, certain
                    terms of the Securities have been established pursuant to a
                    Board Resolution, an Officer's Certificate or a supplemental
                    indenture in accordance with this Indenture, and when such
                    other terms as are to be established pursuant to procedures
                    set forth in an Issuer Order shall have been established,
                    all such terms will have been duly authorized by the Issuer
                    and will have been established in conformity with the
                    provisions of this Indenture; and

                         (c) such Securities and Coupons, if any, when executed
                    by the Issuer and authenticated by the Trustee in accordance
                    with the provisions of this Indenture and delivered to and
                    duly paid for by the purchasers thereof, and subject to any
                    conditions specified in such Opinion of Counsel, will have
                    been duly issued under this Indenture, will be entitled to
                    the benefits of this Indenture, and will be valid and
                    binding obligations of the Issuer, enforceable in accordance
                    with their respective terms except as the enforceability
                    thereof may be limited by (i) bankruptcy, insolvency,
                    reorganization, liquidation, moratorium, fraudulent



                                       11
<PAGE>   19


                    transfer or similar laws affecting creditors' rights
                    generally, (ii) rights of acceleration, if any, and (iii)
                    the availability of equitable remedies may be limited by
                    equitable principles of general applicability and such
                    counsel need express no opinion with regard to the
                    enforceability of Section 6.6 or of a judgment denominated
                    in a currency other than Dollars.

              In rendering such opinions, any counsel may qualify any opinions
as to enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely upon opinions of other counsel (copies of which shall be delivered to
the Trustee) reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Issuer and its subsidiaries and certificates of public
officials.

              The Trustee shall have the right to decline to authenticate and
deliver any Securities under this section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee or a trust committee of directors or trustees shall
determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee's own rights, duties or immunities
under the Securities, this Indenture or otherwise.

              If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with this Section and the Issuer Order with respect to such series,
authenticate and deliver one or more Registered Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Registered
Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or delivered or held pursuant to
such Depositary's instructions and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to the nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary."

              Each Depositary designated pursuant to Section 2.3 must, at the
time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable
statute or regulation.

              SECTION 2.5 EXECUTION OF SECURITIES. The Securities and each
Coupon appertaining thereto, if any, shall be signed on behalf of the Issuer by
the chairman or vice chairman



                                       12
<PAGE>   20


of its Board of Directors or its president, or any executive (senior or other),
a vice president or its treasurer, under its corporate seal (except in the case
of Coupons) which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Issuer may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Securities.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Security that has been duly authenticated and delivered by the Trustee.

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

              SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

              SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENT OF
INTEREST. The Securities of each series shall be issuable as Registered
Securities or Unregistered Securities in denominations established as
contemplated by Section 2.3 or, with respect to the Registered Securities of any
series, if not so established, in denominations of $1,000 and any integral
multiple thereof. If denominations of Unregistered Securities of any series are
not so established, such Securities shall be issuable in denominations of $1,000
and $5,000. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee, as evidenced by the execution and authentication thereof.

              Each Registered Security shall be dated the date of its
authentication. Each Unregistered Security shall be dated as provided in the
Board Resolution referred to in Section 2.3. The Securities of each series shall
bear interest, if any, from the date, and such interest shall be payable on the
dates, established as contemplated by Section 2.3.



                                       13
<PAGE>   21


              The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Issuer shall default in the payment of the
interest due on such interest payment date for such series, in which case such
defaulted interest shall be paid to the persons in whose names Outstanding
Registered Securities for such series are registered at the close of business on
a subsequent record date (which shall be not less than five Business Days prior
to the date of payment of such defaulted interest) established by notice given
by mail by or on behalf of the Issuer to the Holders of Registered Securities
not less than 15 days preceding such subsequent record date. The term "record
date" as used with respect to any interest payment date (except a date for
payment of defaulted interest) for the Securities of any series shall mean the
date specified as such in the terms of the Registered Securities of such series
established as contemplated by Section 2.3, or, if no such date is so
established, if such interest payment date is the first day of a calendar month,
the fifteenth day of the preceding calendar month or, if such interest payment
date is the fifteenth day of a calendar month, the first day of such calendar
month, whether or not such record date is a Business Day.

              SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. (a) The Issuer
will keep at each office or agency to be maintained for the purpose as provided
in Section 3.2 for each series of Securities a register or registers in which,
subject to such reasonable regulations as the Issuer may prescribe, it will
provide for the registration of Registered Securities of such series and the
registration of transfer of Registered Securities of such series. Such register
shall be in written form in the English language or in any other form capable of
being converted into such form within a reasonable time. At all reasonable times
such register or registers shall be open for inspection by the Trustee.

              Upon due presentation for registration of transfer of any
Registered Security of any series at any such office or agency to be maintained
for the purpose as provided in Section 3.2, the Issuer shall execute and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Registered Security or Registered Securities of the same
series, maturity date, interest rate and original issue date in authorized
denominations for a like aggregate principal amount.

              Unregistered Securities (except for any temporary global
Unregistered Securities) and Coupons (except for Coupons attached to any
temporary global Unregistered Securities) shall be transferable by delivery.

              At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below) may
be exchanged for a Registered Security or Registered Securities of such series
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Registered Securities to be exchanged at the agency of the
Issuer that shall be maintained for such purpose in accordance with Section 3.2
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. If the Securities of any series are



                                       14
<PAGE>   22


issued in both registered and unregistered form, at the option of the Holder
thereof, except as otherwise specified pursuant to Section 2.3, Unregistered
Securities of any series may be exchanged for Registered Securities of such
series having authorized denominations and an equal aggregate principal amount,
upon surrender of such Unregistered Securities to be exchanged at the agency of
the Issuer that shall be maintained for such purpose in accordance with Section
3.2, with, in the case of Unregistered Securities that have Coupons attached,
all unmatured Coupons and all matured Coupons in default thereto appertaining,
and upon payment, if the Issuer shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and original issue date are issued in more
than one authorized denomination, except as otherwise specified pursuant to
Section 2.3, such Unregistered Securities may be exchanged for Unregistered
Securities of such series having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Securities to be exchanged
at the agency of the Issuer that shall be maintained for such purpose in
accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in
the case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Issuer shall so require, of the charges hereinafter provided.
Registered Securities of any series may not be exchanged for Unregistered
Securities of such series unless (1) otherwise specified pursuant to Section 2.3
and (2) the Issuer has delivered to the Trustee an Opinion of Counsel that (x)
the Issuer has received from the IRS a ruling or (y) since the date hereof,
there has been a change in the applicable United States federal income tax law,
in either case to the effect that the inclusion of terms permitting Registered
Securities to be exchanged for Unregistered Securities would result in no United
States federal income tax effect adverse to the Issuer or to any Holder.
Whenever any Securities are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive. All Securities and
Coupons, if any, surrendered upon any exchange or transfer provided for in this
Indenture shall be promptly cancelled and disposed of by the Trustee, and the
Trustee shall deliver a certificate of disposition thereof to the Issuer.

              All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall (if so required by the Issuer or the
Trustee) be duly endorsed, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Trustee duly
executed, by the Holder or his attorney duly authorized in writing.

              The Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
exchange or registration of transfer of Securities. No service charge shall be
made for any such transaction.

              The Issuer shall not be required to exchange or register a
transfer of (a) any Securities of any series for a period of 15 days preceding
the first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not so to be redeemed.



                                       15
<PAGE>   23


              Notwithstanding any other provision of this Section 2.8, unless
and until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a series 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 any Registered Securities of a
series represented by one or more Registered Global Securities notifies the
Issuer that it is unwilling or unable to continue as Depositary for such
Registered Securities or if at any time the Depositary for such Registered
Securities shall no longer be eligible under Section 2.4, the Issuer shall
appoint a successor Depositary eligible under Section 2.4 with respect to such
Registered Securities. If a successor Depositary eligible under Section 2.4 for
such Registered Securities is not appointed by the Issuer within 90 days after
the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Global Securities shall no longer be
effective and the Issuer will execute, and the Trustee, upon receipt of an
Officer's Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities in exchange for such Registered Global Security or Securities.

              The Issuer may at any time and in its sole discretion determine
that the Registered Securities of any series issued in the form of one or more
Registered Global Securities shall no longer be represented by a Registered
Global Security or Securities. In such event the Issuer will execute, and the
Trustee, upon receipt of any Officer's Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver,
Securities of such series in definitive registered form without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of the Registered Global Security or Securities representing
such Registered Securities, in exchange for such Registered Global Security or
Securities.

              If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                    (i) to the Person specified by such Depositary a new
         Registered Security or Securities of the same series, of any authorized
         denominations as requested by such Person, in an aggregate principal
         amount equal to and in exchange for such Person's beneficial interest
         in the Registered Global Security; and



                                       16
<PAGE>   24


                    (ii) to such Depositary a new Registered Global Security in
         a denomination equal to the difference, if any, between the principal
         amount of the surrendered Registered Global Security and the aggregate
         principal amount of Registered Securities authenticated and delivered
         pursuant to clause (i) above.

              Upon the exchange of a Registered Global Security for Securities
in definitive registered form without coupons, in authorized denominations, such
Registered Global Security shall be cancelled by the Trustee or an agent of the
Issuer or the Trustee. Securities in definitive registered form without coupons
issued in exchange for a Registered Global Security pursuant to this Section 2.8
shall be registered in such names and in such authorized denominations as the
Depositary for such Registered Global Security, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee or
an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver
such Securities to or as directed by the Persons in whose names such Securities
are so registered.

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

              Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Issuer, the Trustee or any agent of the
Issuer or the Trustee (any of which, other than the Issuer, shall rely on an
Officer's Certificate and an Opinion of Counsel) shall be required to exchange
any Unregistered Security for a Registered Security if such exchange would
result in United States federal income tax consequences adverse to the Issuer
(such as, for example, the inability of the Issuer to deduct from its income, as
computed for United States federal income tax purposes, the interest payable on
the Unregistered Securities) under then applicable United States federal income
tax laws.

              SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall be mutilated, defaced, destroyed, lost or
stolen, the Issuer in its discretion may execute and, upon the written request
of any officer of the Issuer, the Trustee shall authenticate and deliver, a new
Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case, the
applicant for a substitute Security or Coupon shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such



                                       17
<PAGE>   25


Security or Coupon and of the ownership thereof, and in the case of mutilation
or defacement shall surrender the Security and related Coupons to the Trustee or
such agent.

              Upon the issuance of any substitute Security or Coupon, the Issuer
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) or its agent connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Issuer may, instead of issuing a
substitute Security, pay or authorize the payment of the same or the relevant
Coupon (without surrender thereof except in the case of a mutilated or defaced
Security or Coupon), if the applicant for such payment shall furnish to the
Issuer and to the Trustee and any agent of the Issuer or the Trustee such
security or indemnity as any of them may require to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupons and of the ownership thereof.

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

              SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities and Coupons surrendered for payment, redemption, registration of
transfer or exchange, or for credit against any payment in respect of a sinking
or analogous fund, if any, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee or its agent shall dispose of cancelled Securities and Coupons held by
it and deliver a certificate of disposition to the Issuer. If the Issuer or its
agent shall acquire any of the Securities or Coupons, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee or
its agent for cancellation.

              SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in



                                       18
<PAGE>   26


each case in form satisfactory to the Trustee). Temporary Securities of any
series shall be issuable as Registered Securities without coupons, or as
Unregistered Securities with or without coupons attached thereto, of any
authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Issuer with the concurrence of the Trustee as evidenced by the execution and
authentication thereof. Temporary Securities may contain such references to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Issuer shall execute
and shall furnish definitive Securities of such series and thereupon temporary
Registered Securities of such series may be surrendered in exchange therefor
without charge at each office or agency to be maintained by the Issuer for that
purpose pursuant to Section 3.2 and, in the case of Unregistered Securities, at
any agency maintained by the Issuer for such purpose as specified pursuant to
Section 2.3, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series having authorized denominations and, in
the case of Unregistered Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series shall be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section are subject to any restrictions or limitations on the
issue and delivery of temporary Unregistered Securities of any series that may
be established pursuant to Section 2.3 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

                                   ARTICLE III

                             COVENANTS OF THE ISSUER

            SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, and interest on,
if any, each of the Securities of such series (together with any additional
amounts payable pursuant to the terms of such Securities) at the place or
places, at the respective time or times and in the manner provided in such
Securities and in the Coupons, if any, appertaining thereto and in this
Indenture. The interest on Securities with Coupons attached (together with any
additional amounts payable pursuant to the terms of such Securities) shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If any
temporary Unregistered Security provides that interest thereon may be paid while
such Security is in temporary form, the interest on any such temporary
Unregistered Security (together with any additional amounts payable pursuant to
the terms of such Security) shall be paid, as to the installments of interest
evidenced by Coupons attached thereto, if any, only upon presentation and
surrender thereof, and, as to the other installments of interest, if any, only
upon presentation of such Securities for notation thereon of the payment of such



                                       19
<PAGE>   27


interest, in each case subject to any restrictions that may be established
pursuant to Section 2.3. The interest, if any, on Registered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only to or upon the written order of the Holders
thereof and, at the option of the Issuer, may be paid by wire transfer or by
mailing checks for such interest payable to or upon the written order of such
Holders at their last addresses as they appear on the Securities register of the
Issuer.

              SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any Registered
Securities are authorized for issuance pursuant to this Indenture or are
outstanding hereunder, the Issuer will maintain in the Borough of Manhattan, The
City of New York, an office or agency where the Registered Securities of each
series may be presented for payment, where the Securities of each series may be
presented for exchange as is provided in this Indenture and, if applicable,
pursuant to Section 2.3 and where the Registered Securities of each series may
be presented for registration of transfer as in this Indenture provided.

              The Issuer will maintain one or more offices or agencies in a city
or cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where the Unregistered
Securities, if any, of each series and Coupons, if any, appertaining thereto may
be presented for payment. No payment on any Unregistered Security or Coupon will
be made upon presentation of such Unregistered Security or Coupon at an agency
of the Issuer within the United States nor will any payment be made by transfer
to an account in, or by mail to an address in, the United States unless pursuant
to applicable United States laws and regulations then in effect such payment can
be made without tax consequences adverse to the Issuer. Notwithstanding the
foregoing, payments in Dollars of Unregistered Securities of any series and
Coupons appertaining thereto which are payable in Dollars may be made at an
agency of the Issuer maintained in the Borough of Manhattan, The City of New
York if such payment in Dollars at each agency maintained by the Issuer outside
the United States for payment on such Unregistered Securities is illegal or
effectively precluded by exchange controls or other similar restrictions.

              The Issuer will maintain in the Borough of Manhattan, The City of
New York, an office or agency where notices and demands to or upon the Issuer in
respect of the Securities of any series, the Coupons appertaining thereto or
this Indenture may be served.

              The Issuer will give to the Trustee written notice of the location
of each such office or agency and of any change of location thereof. In case the
Issuer shall fail to maintain any agency required by this Section to be located
in the Borough of Manhattan, The City of New York, or shall fail to give such
notice of the location or for any change in the location of any of the above
agencies, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.

              The Issuer may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented for payment, where the Securities of that
series may be presented for exchange as provided in this Indenture and



                                       20
<PAGE>   28


pursuant to Section 2.3 and where the Registered Securities of that series may
be presented for registration of transfer as in this Indenture provided, and the
Issuer may from time to time rescind any such designation, as the Issuer may
deem desirable or expedient; provided, that no such designation or rescission
shall in any manner relieve the Issuer of its obligations to maintain the
agencies provided for in this Section. The Issuer shall give to the Trustee
prompt written notice of any such designation or rescission thereof.

              SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.
The Issuer, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

              SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities 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,

                    (a) that it will hold all sums received by it as such agent
         for the payment of the principal of or interest on the Securities of
         such series (whether such sums have been paid to it by the Issuer or by
         any other obligor on the Securities of such series) in trust for the
         benefit of the Holders of the Securities of such series, or Coupons
         appertaining thereto, if any, or of the Trustee;

                    (b) that it will give the Trustee notice of any failure by
         the Issuer (or by any other obligor on the Securities of such series)
         to make any payment of the principal of or interest on the Securities
         of such series when the same shall be due and payable; and

                    (c) that it will pay any such sums so held in trust by it to
         the Trustee upon the Trustee's written request at any time during the
         continuance of the failure referred to in the foregoing clause (b).

              The Issuer will, on or prior to each due date of the principal of
or interest on the Securities of such series, deposit with the paying agent a
sum sufficient to pay such principal or interest so becoming due, and (unless
such paying agent is the Trustee) the Issuer will promptly notify the Trustee of
any failure to take such action.

              If the Issuer shall act as its own paying agent with respect to
the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of the Securities of such
series or the Coupons appertaining thereto a sum sufficient to pay such
principal or interest so becoming due. The Issuer will promptly notify the
Trustee of any failure to take such action.

              Anything in this Section to the contrary notwithstanding, but
subject to Section 10.1, the Issuer may at any time, for the purpose of
obtaining a satisfaction and discharge with respect to one



                                       21
<PAGE>   29


or more or all series of Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for any such series by
the Issuer or any paying agent hereunder, as required by this Section, such sums
to be held by the Trustee upon the trusts herein contained.

              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 10.3 and 10.4.

              SECTION 3.5 COMPLIANCE CERTIFICATES. The Issuer will furnish to
the Trustee on or before January 31 in each year (beginning with January 31,
2000) a brief certificate (which need not comply with Section 11.5) from the
principal executive, financial or accounting officer of the Issuer stating that
in the course of the performance by the signer of his or her duties as an
officer of the Issuer he or she would normally have knowledge of any default or
non-compliance by the Issuer in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he or she has knowledge of
any such default or non-compliance and, if so, describing each such default or
non-compliance of which the signer has knowledge and the nature thereof.

              SECTION 3.6 CORPORATE EXISTENCE. Subject to Article IX, the Issuer
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the rights (charter and statutory),
licenses and franchises of the Issuer and its Subsidiaries; provided, that the
Issuer shall not be required to preserve any such right, license or franchise,
if, in the judgment of the Issuer, the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its Subsidiaries
taken as a whole and the loss thereof is not disadvantageous in any material
respect to the Securityholders.

              SECTION 3.7 MAINTENANCE OF PROPERTIES. The Issuer will cause all
properties used in or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair, and working
order and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Issuer may be necessary, so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, except to the extent that the Issuer may be prevented from so
doing by circumstances beyond its control; provided, that nothing in this
Section shall prevent the Issuer from discontinuing the operation or maintenance
of any of such properties, or disposing of any of them, if such discontinuance
or disposal is, in the judgment of the Issuer desirable in the conduct of the
business of the Issuer or any Subsidiary and not disadvantageous in any material
respect to the Securityholders.

              SECTION 3.8 PAYMENT OF TAXES AND OTHER CLAIMS. The Issuer will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent: (a) all taxes, assessments and governmental charges levied or
imposed upon the Issuer or any Subsidiary or upon the income, profits or
property of the Issuer or any Subsidiary; and (b) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a lien upon the
property of the Issuer or any Subsidiary; provided, that the Issuer shall not be
required to pay or discharge or cause



                                       22
<PAGE>   30


to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings; and provided further that the Issuer shall not be required to cause
to be paid or discharged any such tax, assessment, charge or claim if the Issuer
shall determine that such payment is not advantageous to the conduct of the
business of the Issuer and its Subsidiaries taken as a whole and that the
failure so to pay or discharge is not disadvantageous in any material respect to
the Securityholders.

              SECTION 3.9 LUXEMBOURG PUBLICATIONS. In the event of the
publication of any notice pursuant to Section 5.11, 6.10(a), 6.11, 8.2, 10.4 or
12.2, the party making such publication in the Borough of Manhattan, The City of
New York and London shall also, to the extent that notice is required to be
given to Holders of Securities of any series by applicable Luxembourg law or
stock exchange regulation, as evidenced by an Officer's Certificate delivered to
such party, make a similar publication in Luxembourg.

                                   ARTICLE IV

                     SECURITYHOLDER LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

              SECTION 4.1 ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. If and so long as the Trustee shall not be the
Security registrar for the Securities of any series, the Issuer and any other
obligor on the Securities will furnish or cause to be furnished to the Trustee a
list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Registered Securities of such series pursuant to
Section 312 of the Trust Indenture Act:

                    (a) semi-annually not more than 5 days after each record
         date for the payment of interest on such Registered Securities, as
         hereinabove specified, as of such record date and on dates to be
         determined pursuant to Section 2.3 for non-interest bearing Registered
         Securities in each year; and

                    (b) at such other times as the Trustee may reasonably
         request in writing, within thirty days after receipt by the Issuer of
         any such request as of a date not more than 15 days prior to the time
         such information is furnished.

              SECTION 4.2 REPORTS BY THE ISSUER. The Issuer covenants to file
with the Trustee, within 15 days after the Issuer is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports that the Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act or
pursuant to Section 314 of the Trust Indenture Act.



                                       23
<PAGE>   31


              SECTION 4.3  REPORTS BY THE TRUSTEE.

                    (a) On or before the first July 15 which occurs not less
         than 60 days after the earliest date of issuance of any Securities and
         on or before July 15 in each year thereafter, so long as any Securities
         are Outstanding hereunder, the Trustee shall transmit by mail as
         provided below to the Securityholders of each series of outstanding
         Securities, as hereinafter in this Section provided, a brief report
         dated as of the preceding May 15 with respect to:

                         (i) its eligibility under Section 6.10 and its
                    qualification under Section 6.9, or in lieu thereof, if to
                    the best of its knowledge it has continued to be eligible
                    and qualified under such Sections, a written statement to
                    such effect;

                         (ii) the character and amount of any advances (and if
                    the Trustee elects to so state, the circumstances
                    surrounding the making thereof) made by the Trustee (as
                    such) which remain unpaid on the date of such report and for
                    the reimbursement of which it claims or may claim a lien or
                    charge, prior to that of the Securities of such series, 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 0.5% of the principal of the
                    Securities of such series outstanding on the date of such
                    report;

                         (iii) the amount, interest rate and maturity date of
                    all other indebtedness owing by the Issuer (or any other
                    obligor on the Securities of such series) 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 any indebtedness based upon a
                    creditor relationship;

                         (iv) the property and funds, if any, physically in the
                    possession of the Trustee (as such) in respect of the
                    Securities of such series on the date of such report;

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

                         (vi) any action taken by the Trustee in the performance
                    of its duties under this Indenture which the Trustee has not
                    previously reported and which in the Trustee's opinion
                    materially affects the Securities of such series, 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 5.11.

                    (b) The Trustee shall transmit to the Securityholders of
         each 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) in respect of the
         Securities of such series 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 this
         Indenture) for the



                                       24
<PAGE>   32


         reimbursement of which it claims or may claim a lien or charge prior to
         that of the Securities of such 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 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 Securities of 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 to all Holders of Securities of such series, as the names and
         addresses of such Holders appear upon the Securities register as of a
         date not more than 15 days prior to the mailing thereof.

                    (d) A copy of each such report shall, at the time of such
         transmission to Securityholders, be furnished to the Issuer and be
         filed by the Trustee with each stock exchange upon which the Securities
         of such series are listed and also with the Commission. The Issuer
         agrees to notify the Trustee when and as Securities of any series
         become listed on any national securities exchange.

                                    ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

              SECTION 5.1 EVENT OF DEFAULT DEFINED, ACCELERATION OF MATURITY;
WAIVER OF DEFAULT. "Event of Default" with respect to Securities of any series,
wherever used herein, means any one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                    (a) default in the payment of any installment of interest
         upon any of the Securities of such series as and when the same shall
         become due and payable, and continuance of such default for a period of
         30 days; provided that, a valid extension of an interest payment period
         by the Issuer in accordance with the terms of such Securities shall not
         constitute a failure to pay interest; or

                    (b) default in the payment of all or any part of the
         principal or premium (if any) on any of the Securities of such series
         as and when the same shall become due and payable either at maturity,
         upon any redemption, by declaration or otherwise; or

                    (c) default in the payment of any sinking fund installment
         as and when the same shall become due and payable by the terms of the
         Securities of such series; or

                    (d) failure on the part of the Issuer duly to observe or
         perform any other of the covenants or agreements on the part of the
         Issuer in the Securities of such series or contained



                                       25
<PAGE>   33


         in this Indenture (other than a covenant or agreement included in this
         Indenture solely for the benefit of a series of Securities other than
         such series) for a period of 60 days after the date on which written
         notice specifying such failure, stating that such notice is a "Notice
         of Default" hereunder and demanding that the Issuer remedy the same,
         shall have been given by registered or certified mail, return receipt
         requested, to the Issuer by the Trustee, or to the Issuer and the
         Trustee by the holders of at least 25% in aggregate principal amount of
         the Outstanding Securities of the series to which such covenant or
         agreement relates; or

                    (e) a court having jurisdiction in the premises shall enter
         a decree or order for relief in respect of the Issuer in an involuntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of the
         Issuer for any substantial part of its or their property or ordering
         the winding up or liquidation of its or their affairs, and such decree
         or order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                    (f) the Issuer shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of the Issuer or for any
         substantial part of its or their property, or make any general
         assignment for the benefit of creditors; or

                    (g) any other Event of Default provided in the supplemental
         indenture or Board Resolution under which such series of Securities is
         issued or in the form of Security for such series.

              If an Event of Default described in clause (a), (b) or (c) occurs
and is continuing, then, and in each and every such case, except for any series
of Securities the principal of which shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Securities of each such affected series then Outstanding hereunder
(each such series voting as a separate class) by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all Securities of such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

              Except as otherwise provided in the terms of any series of Senior
Securities pursuant to Section 2.3, if an Event of Default described in clause
(d) or (g) above with respect to all series of the Senior Securities then
Outstanding, occurs and is continuing, then, and in each and every such case,
unless the Principal of all of the Senior Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of all of the Senior Securities then Outstanding
hereunder (treated as one class) by notice in writing to the Issuer



                                       26
<PAGE>   34


(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Senior Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all of the Senior Securities then Outstanding, and
the interest accrued thereon, if any, to be due and payable immediately, and
upon such declaration, the same shall become immediately due and payable. If an
Event of Default described in clause (e) or (f) above occurs and is continuing,
then the principal amount of all the Senior Securities then Outstanding, and the
interest accrued thereon, if any, shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

              Except as otherwise provided in the terms of any series of
Subordinated Securities pursuant to Section 2.3, if an Event of Default
described in clause (d) or (g) above with respect to all series of Subordinated
Securities then Outstanding, occurs and is continuing, then, and in each and
every such case, unless the Principal of all of the Subordinated Securities
shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of all of the Subordinated
Securities then Outstanding hereunder (treated as one class) by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Subordinated Securities of any series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such series) of all of the Subordinated
Securities then Outstanding, and the interest accrued thereon, if any, to be due
and payable immediately, and upon such declaration, the same shall become
immediately due and payable. If an Event of Default described in clause (e) or
(f) above occurs and is continuing, then the principal amount of all of the
Subordinated Securities then Outstanding, and the interest accrued thereon, if
any, shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

              If an Event of Default described in clause (d) or (g) occurs and
is continuing, which Event of Default is with respect to less than all series of
Senior Securities then Outstanding, then, and in each and every such case,
except for any series of Senior Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Senior Securities of each such
affected series then Outstanding hereunder (each such series voting as a
separate class) by notice in writing to the Issuer (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.

              If an Event of Default described in clause (d) or (g) occurs and
is continuing, which Event of Default is with respect to less than all series of
Subordinated Securities then Outstanding, then, and in each and every such case,
except for any series of Subordinated Securities the principal of which shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Subordinated Securities of
each such affected series then Outstanding hereunder (each such series voting as
a separate class) by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the



                                       27
<PAGE>   35


Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
Securities of such series, and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration, the same shall become
immediately due and payable.

              The foregoing provisions are subject to the condition that if, at
any time after the principal (or, if the Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of the Securities of any series (or of all the Securities, as the case
may be) shall have been so declared due and payable, and before any judgment or
decree for the payment of the moneys due shall have been obtained or entered as
hereinafter provided,

                    (A) the Issuer shall pay or shall deposit with the Trustee
         a sum sufficient to pay

                         (i) all matured installments of interest upon all the
                    Securities of such series (or all the Securities, as the
                    case may be); and

                         (ii) the principal of any and all Securities of such
                    series (or of all the Securities, as the case may be) which
                    shall have become due otherwise than by acceleration; and

                         (iii) interest upon such principal and, to the extent
                    that payment of such interest is enforceable under
                    applicable law, on overdue installments of interest, at the
                    same rate as the rate of interest or Yield to Maturity (in
                    the case of Original Issue Discount Securities) specified in
                    the Securities of such series (or at the respective rates of
                    interest or Yields to Maturity of all the Securities, as the
                    case may be) to the date of such payment or deposit; and

                         (iv) all amounts payable to the Trustee pursuant to
                    Section 6.6; and

                    (B) all Events of Default under the Indenture, other than
         the non-payment of the principal of Securities which shall have become
         due by acceleration, shall have been cured, waived or otherwise
         remedied as provided herein,

then and in every such case the Holders of a majority in aggregate principal
amount of all the Securities of such series voting as a separate class (or all
the Securities, as the case may be, voting as a single class), then Outstanding,
by written notice to the Issuer and to the Trustee, may waive all defaults with
respect to such series (or with respect to all the Securities, as the case may
be) and rescind and annul such declaration and its consequences, but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

              For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded



                                       28
<PAGE>   36


and annulled, the principal amount of such Original Issue Discount Securities
shall be deemed, for all purposes hereunder, to be such portion of the principal
thereof as shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due and payable as
a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

              SECTION 5.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY
PROVE DEBT. The Issuer covenants that (a) in case default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days, or (b) in case default shall be made in
the payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series,
and such Coupons, for principal and interest, as the case may be (with interest
to the date of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series); and in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, and such
other amount due the Trustee under Section 6.6 in respect of Securities of such
series.

              Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the Securities of such series be overdue.

              In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or other obligor upon the Securities
and collect in the manner provided by law out of the property of the Issuer or
other obligor upon the Securities, wherever situated, all the moneys adjudged or
decreed to be payable.

              In case there shall be pending proceedings relative to the Issuer
or any other obligor upon the Securities under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and



                                       29
<PAGE>   37


irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

                    (a) to file and prove a claim or claims for the whole amount
         of principal and interest (or, if the Securities of any series are
         Original Issue Discount Securities, such portion of the principal
         amount as may be specified in the terms of such series) owing and
         unpaid in respect of the Securities of any series, 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 amounts payable
         to the Trustee under Section 6.6) and of the Securityholders allowed in
         any judicial proceedings relative to the Issuer or other obligor upon
         the Securities, or to the creditors or property of the Issuer or such
         other obligor; and

                    (b) unless prohibited by applicable law and regulations, to
         vote on behalf of the holders of the Securities of any series in any
         election of a receiver, assignee, trustee or a standby trustee in
         arrangement, reorganization, liquidation or other bankruptcy or
         insolvency proceedings, custodian or other person performing similar
         functions in respect of any such proceedings; and

                    (c) to collect and receive any moneys or other property
         payable or deliverable on any such claims, and to distribute all
         amounts received with respect to the claims of the Securityholders and
         of the Trustee on their behalf; and any trustee, receiver, or
         liquidator, custodian or other similar official performing similar
         functions in respect of any such proceedings is hereby authorized by
         each of the Securityholders to make payments to the Trustee, and, in
         the event that the Trustee shall consent to the making of payments
         directly to the Securityholders, to pay to the Trustee its costs and
         expenses of collection and all other amounts due to it pursuant to
         Section 6.6.

              Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding, except as aforesaid in clause (b).

              All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of any of the
Securities of such series or Coupons appertaining to such Securities or the
production thereof in any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be
awarded to the Trustee for ratable distribution to the Holders of the Securities
or Coupons appertaining to such Securities in respect of which such action was
taken, after payment of all sums due to the Trustee under Section 6.6 in respect
of such Securities.



                                       30
<PAGE>   38


              In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the Holders of the Securities or Coupons appertaining to such Securities in
respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities or Coupons appertaining to such Securities
parties to any such proceedings.

              SECTION 5.3 APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities and Coupons appertaining to such
Securities in respect of which monies have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities of such series in
reduced principal amounts in exchange for the presented Securities of like
series if only partially paid, or upon surrender thereof if fully paid:

                    FIRST: To the payment of costs and expenses applicable to
         such series of Securities in respect of which monies have been
         collected, including all amounts due to the Trustee and each
         predecessor Trustee pursuant to Section 6.6 in respect to such series
         of Securities;

                    SECOND: In case the principal of the Securities of such
         series in respect of which moneys have been collected shall not have
         become and be then due and payable, to the payment of interest on the
         Securities of such series in default in the order of the maturity of
         the installments on such interest, with interest (to the extent that
         such interest has been collected by the Trustee and is permitted by
         applicable law) upon the overdue installments of interest at the same
         rate as the rate of interest or Yield to Maturity (in the case of
         Original Issue Discount Securities) specified in such Securities, such
         payments to be made ratably to the persons entitled thereto, without
         discrimination or preference;

                    THIRD: In case the principal of the Securities of such
         series in respect of which moneys have been collected shall have become
         and shall be then due and payable, to the payment of the whole amount
         then owing and unpaid upon all the Securities of such series for
         principal and interest, with interest upon the overdue principal, and
         (to the extent that such interest has been collected by the Trustee and
         is permitted by applicable law) upon the overdue installations of
         interest at the same rate as the rate of interest or Yield to Maturity
         (in the case of Original Issue Discount Securities) specified in the
         Securities of such series; and in case such moneys shall be
         insufficient to pay in full the whole amount so due and unpaid upon the
         Securities of such series, then to the payment of such principal and
         interest or Yield to Maturity, without preference or priority of
         principal over interest or Yield to Maturity, or of interest or Yield
         to Maturity over principal, or of any installment of interest over any
         other installment of interest or of any Security of such series over
         any other Security of such series, ratably to the aggregate of such
         principal and accrued and unpaid interest or Yield to Maturity; and



                                       31
<PAGE>   39


                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

              SECTION 5.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

              SECTION 5.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS.
In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee, then and in
every such case the Issuer and the Trustee shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Issuer, the Trustee and the Securityholders shall continue as though no
such proceedings had been taken.

              SECTION 5.6 LIMITATIONS ON SUITS BY SECURITY HOLDERS. No Holder of
any Security of any series or of any Coupon appertaining thereto shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise upon
or under or with respect to this Indenture or such Security, or for the
appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder or thereunder, unless (a) such Holder
previously shall have given to the Trustee written notice of an Event of Default
with respect to Securities of such series and of the continuance thereof, as
hereinbefore provided, and (b) the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding (treated as a
single class) shall have made written request upon the Trustee to institute such
action or proceedings in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and (c) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding, and (d)
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.9; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities of any series or Coupons appertaining to such Securities shall have
any right in any manner whatever by virtue or by availing of any provision of
this Indenture or any Security to affect, disturb or prejudice the rights of any
other such taker or Holder of Securities or Coupons appertaining to such
Securities, or to obtain or seek to obtain priority over or preference to any
other such taker or Holder or to enforce any right under this Indenture or any
Security, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series and Coupons
appertaining to such Securities. For the protection and enforcement of the
provisions of this Section, each and every



                                       32
<PAGE>   40


Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

              SECTION 5.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE
CERTAIN SUITS. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security or Coupon to
receive payment of the principal of and interest on such Security or Coupon on
or after the respective due dates expressed in such Security or Coupon or the
applicable redemption dates provided for in such Security, or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

              SECTION 5.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders of Securities or
Coupons 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.

              No delay or omission of the Trustee or of any Holder of Securities
or Coupons to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power or
shall be construed to be a waiver of any such Event of Default or an
acquiescence therein. Every power and remedy given by this Indenture, any
Security or law to the Trustee or to the Holders of Securities or Coupons may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or, subject to Section 5.6, by the Holders of Securities or Coupons.

              SECTION 5.9 CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in aggregate principal amount of the Securities of each series affected
(with each such series voting as a separate class) at the time Outstanding shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Securities of such series by this
Indenture; provided, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture; and provided, further,
that (subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if (a) the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken; or (b) if the Trustee by its board of directors, the
executive committee or a trust committee of directors or Responsible Officers of
the Trustee shall determine in good faith that the action or proceedings so
directed would involve the Trustee in personal liability; or (c) if the Trustee
in good faith shall so determine that the actions or forbearances specified in
or pursuant to such direction would be unduly prejudicial to the interests of
Holders of the Securities of all affected series not joining in the giving of
said direction, it being understood that (subject to Section 6.1) the Trustee
shall have no duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders.



                                       33
<PAGE>   41


              Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

              SECTION 5.10 WAIVER OF PAST DEFAULTS. Prior to the declaration of
acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (voting as a single class) may
on behalf of the Holders of all such Securities waive any past default or Event
of Default described in Section 5.1 and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the Holders of all such Securities
shall be restored to their former positions and rights hereunder, respectively,
and such default shall cease to exist and be deemed to have been cured and not
to have occurred for purposes of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

              SECTION 5.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD
IN CERTAIN CIRCUMSTANCES. The Trustee shall, within ninety days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York and at least once in an Authorized Newspaper
in London (and, if required by Section 3.9, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of Securities of such series in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, unless in each case such defaults shall have been cured before the mailing
or publication of such notice (the term "default" for the purpose of this
Section being hereby defined to mean any event or condition which is, or with
notice or lapse of time or both would become, an Event of Default); provided,
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking fund installment on such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Securityholders of such series.

              SECTION 5.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO
PAY COSTS. All parties to this Indenture agree, and each Holder of any Security
or Coupon 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



                                       34
<PAGE>   42


instituted by any Securityholder or group of Securityholders of any series
holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such series, or, in the case of any suit relating to or arising
under clause (d) or (g) of Section 5.1 (if the suit relates to Securities of
more than one but less than all series), 10% in aggregate principal amount of
Securities then Outstanding and affected thereby, or in the case of any suit
relating to or arising under clause (d) or (g) (if the suit under clause (d) or
(g) relates to all the Securities then Outstanding) or (e) or (f) of Section
5.1, 10% in aggregate principal amount of all Securities then Outstanding, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security or any date fixed for redemption.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

              SECTION 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING
DEFAULT; PRIOR TO DEFAULT. Prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to such series of
Securities. In case an Event of Default with respect to the Securities of a
series has occurred and has not been cured or waived, the Trustee shall exercise
with respect to such series of Securities such of the rights and powers vested
in it by this Indenture with respect to such series of Securities, and use the
same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

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

                           (ii) in the absence of bad faith on the part of the
                    Trustee, the Trustee may conclusively rely, as to the truth
                    of the statements and the correctness of the opinions
                    expressed therein, upon any statements, certificates or
                    opinions furnished to the Trustee and conforming to the
                    requirements of this Indenture; but in the case of any such
                    statements, certificates or opinions which by any provision
                    hereof are specifically required to be furnished to the
                    Trustee, the Trustee shall be under a



                                       35
<PAGE>   43


                    duty to examine the same to determine whether or not they
                    conform to the requirements of this Indenture;

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

                    (c) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders pursuant to Section 5.9 relating to
         the time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Indenture.

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

              The provisions of this Section 6.1 are in furtherance of and
subject to Section 315 of the Trust Indenture Act.

              SECTION 6.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act, and subject to Section 6.1:

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

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

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

                    (d) the Trustee shall be under no obligation to exercise any
         of the trusts or powers vested in it by this Indenture at the request,
         order or direction of any of the Securityholders



                                       36
<PAGE>   44


         pursuant to the provisions of this Indenture, unless such
         Securityholders shall have offered to the Trustee reasonable security
         or indemnity against the costs, expenses and liabilities which might be
         incurred therein or thereby;

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

                    (f) prior to the occurrence of an Event of Default hereunder
         and after the curing or waiving of all Events of Default, the Trustee
         shall not be bound to make any investigation into the facts or matters
         stated in any resolution, certificate, statement, instrument, opinion,
         report, notice, request, consent, order, approval, appraisal, bond,
         debenture, note, coupon, security or other paper or document unless (i)
         requested in writing so to do by the Holders of not less than a
         majority in aggregate principal amount of the Securities of all series
         affected then Outstanding (treated as one class) or (ii) otherwise
         provided in the terms of any series of Securities pursuant to Section
         2.3; provided, that, if the payment within a reasonable time to the
         Trustee of the costs, expenses or liabilities likely to be incurred by
         it in the making of such investigation is, in the opinion of the
         Trustee, not reasonably assured to the Trustee by the security afforded
         to it by the terms of this Indenture, the Trustee may require
         reasonable indemnity against such expenses or liabilities as a
         condition to proceeding; the reasonable expenses of every such
         investigation shall be paid by the Issuer or, if paid by the Trustee or
         any predecessor trustee, shall be repaid by the Issuer upon demand; and

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

              SECTION 6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

              SECTION 6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS;
COLLECTIONS, ETC. The Trustee or any agent of the Issuer or of the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities or Coupons with the same rights it would have if it were not the
Trustee or such agent and may otherwise deal with the Issuer and receive,
collect, hold and retain collections from the Issuer with the same rights it
would have if it were not the Trustee or such agent.



                                       37
<PAGE>   45


              SECTION 6.5 MONEYS HELD BY TRUSTEE. Subject to the provisions of
Section 10.4 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

              SECTION 6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS
PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and
each predecessor trustee and to pay or reimburse the Trustee and each
predecessor trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities or
Coupons, and the Securities are hereby subordinated to such senior claim.

              SECTION 6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE,
ETC. Subject to Sections 6.1 and 6.2, whenever in the administration of the
trusts of this Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or bad faith
on the part of the Trustee, be deemed to be conclusively proved and established
by an Officer's 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 6.8 INDENTURES NOT CREATING POTENTIAL CONFLICTING
INTERESTS FOR THE TRUSTEE. The following indentures are hereby specifically
described for the purposes of Section 310(b)(1) of the Trust Indenture Act: this
Indenture with respect to series of Securities that are of an equal priority.



                                       38
<PAGE>   46


              SECTION 6.9 QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS. The
Trustee shall comply with Section 310(b) of the Trust Indenture Act.

              SECTION 6.10 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The
Trustee for each series of Securities hereunder shall at all times be a
corporation or banking association organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
having a combined capital and surplus of at least $50,000,000, and which is
authorized under such laws to exercise corporate trust powers and is subject to
supervision or examination by Federal, state or District of Columbia authority.
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 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 6.11.

              The provisions of this Section 6.10 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act.

              SECTION 6.11 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
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 Securities by
giving written notice of resignation to the Issuer and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.9, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee and (iii) by mailing
notice of such resignation to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books. Upon receiving such notice of resignation, the Issuer shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 5.12,
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.



                                       39
<PAGE>   47


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

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

                           (ii) the Trustee shall cease to be eligible in
                    accordance with the provisions of Section 6.10 and Section
                    310(a) of the Trust Indenture Act and shall fail to resign
                    after written request therefor by the Issuer or by any
                    Securityholder; or

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

         then, in any such case, the Issuer may remove the Trustee with respect
         to the applicable series of Securities and appoint a successor trustee
         for such series by written instrument, in duplicate, executed by order
         of the Board of Directors of the Issuer, 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 315(e) of
         the Trust Indenture Act, any Securityholder who has been a bona fide
         Holder of a Security or Securities of such series for at least six
         months may on behalf of himself and all others similarly situated,
         petition any court of competent jurisdiction for the removal of the
         Trustee 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 so prescribe, remove the Trustee and appoint a
         successor trustee.

                    (c) The Holders of a majority in aggregate principal amount
         of the Securities of each series at the time outstanding may at any
         time remove the Trustee with respect to Securities of such series and
         appoint a successor trustee with respect to the Securities of such
         series by delivering to the Trustee so removed, to the successor
         trustee so appointed and to the Issuer the evidence provided for in
         Section 7.1 of the action in that regard taken by the Securityholders.

                    (d) Any resignation or removal of the Trustee with respect
         to any series and any appointment of a successor trustee with respect
         to such series pursuant to any of the provisions of this Section 6.11
         shall become effective upon acceptance of appointment by the successor
         trustee as provided in Section 6.12.

              SECTION 6.12 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 6.11 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and



                                       40
<PAGE>   48


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
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer
or of the successor trustee, upon payment of its charges then unpaid, the
trustee ceasing to act shall, subject to Section 10.4, pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee, the
Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

              If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuer, the predecessor trustee and
each successor trustee with respect to the Securities of any applicable series
shall execute and deliver an indenture supplemental hereto 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 Securities 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 under separate
indentures.

              No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 6.12 unless at the time of
such acceptance such successor trustee shall be qualified under Section 310(b)
of the Trust Indenture Act and eligible under the provisions of Section 6.10.

              Upon acceptance of appointment by any successor trustee as
provided in this Section 6.12, the Issuer shall give notice thereof (a) if any
Unregistered Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once in
an Authorized Newspaper in London (and, if required by Section 3.9, at least
once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at
such addresses as were so furnished to the Trustee (and the Trustee shall make
such information available to the Issuer for such purpose) and (c) to the
Holders of Registered Securities of each series affected, by mailing such notice
to such Holders at their addresses as they shall appear on the registry books.
If the acceptance of appointment is substantially contemporaneous with the
resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 6.11. If the Issuer fails to give
such notice within ten days after acceptance of appointment



                                       41

<PAGE>   49

by the successor trustee, the successor trustee shall cause such notice to be
given at the expense of the Issuer.

              SECTION 6.13 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or 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, that such
corporation shall be qualified under Section 310(b) of the Trust Indenture Act
and eligible under the provisions of Section 6.10, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

              In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any such successor
to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate of authentication shall have the full force which under
this Indenture or the Securities of such series it is provided that the
certificate of authentication of the Trustee shall have; provided, that the
right to adopt the certificate of authentication of any predecessor trustee or
to authenticate Securities of any series in the name of any predecessor trustee
shall apply only to its successor or successors by merger, conversion or
consolidation.

              SECTION 6.14 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.

              SECTION 6.15 APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to 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 for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $45,000,000



                                       42
<PAGE>   50

(determined as provided in Section 6.10 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

              Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent. Any Authenticating Agent may at any
time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the Trustee and to the Issuer.

              Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.15 with respect to
one or more series of Securities, the Trustee shall upon receipt of an Issuer
Order appoint a successor Authenticating Agent and the Issuer shall provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.4. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Issuer agrees to
pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

              Sections 6.2, 6.3, 6.4, 6.6 and 7.3 shall be applicable to any
Authenticating Agent.

                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

              SECTION 7.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

              SECTION 7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in accordance with such
reasonable rules



                                       43
<PAGE>   51

and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The holding of Registered Securities shall be
proved by the Security register or by a certificate of the registrar thereof.

              SECTION 7.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder of any Unregistered Security and the Holder of any Coupon as the absolute
owner of such Unregistered Security or Coupon (whether or not such Unregistered
Security or Coupon shall be overdue) for the purpose of receiving payment
thereof or on account thereof and for all other purposes and neither the Issuer,
the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such person, 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 Unregistered Security or Coupon.

              SECTION 7.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any request,
demand, authorization, direction, notice, consent, waiver or other action by
Securityholders under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
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 action only Securities which
the Trustee knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Securities and that the pledgee is not the Issuer or
any other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities. In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer shall furnish to the Trustee promptly an Officer's Certificate
listing and identifying all Securities, if any, known by the Issuer to be owned
or held by or for the account of any of the above-described persons; and,
subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such
Officer's Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.



                                       44
<PAGE>   52

              SECTION 7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid, any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such action shall be conclusively binding upon the
Issuer, the Trustee and the Holders of all the Securities affected by such
action.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

              SECTION 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a resolution of its Board of
Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto for one or more of the following purposes:

                    (a) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Securities of one or more series any
         property or assets;

                    (b) to evidence the succession of another corporation to the
         Issuer, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Issuer
         pursuant to Article IX;

                    (c) to add to the covenants of the Issuer such further
         covenants, restrictions, conditions or provisions as the Issuer and the
         Trustee shall consider to be for the protection of the Holders of
         Securities or Coupons, and to make the occurrence, or the occurrence
         and continuance, of a default in any such additional covenants,
         restrictions, conditions or provisions an Event of Default permitting
         the enforcement of all or any of the several remedies provided in this
         Indenture as herein set forth; provided, that in respect of any such
         additional covenant, restriction, condition or provision such
         supplemental indenture may provide for a particular period of grace
         after default (which period may be shorter or longer than that allowed
         in the case of other defaults) or may provide for an immediate
         enforcement upon such an Event of Default or may limit the remedies
         available to the Trustee upon such



                                       45
<PAGE>   53

         an Event of Default or may limit the right of the Holders of a majority
         in aggregate principal amount of the Securities of such series to waive
         such an Event of Default;

                    (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 any other provisions as
         the Issuer may deem necessary or desirable, provided, that no such
         action shall adversely affect the interests of the Holders of the
         Securities or Coupons;

                    (e) to establish the forms or terms of Securities of any
         series or of the Coupons appertaining to such Securities as permitted
         by Sections 2.1 and 2.3; and

                    (f) to evidence and provide for the acceptance of
         appointment hereunder by a successor trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         trustee, pursuant to the requirements of Section 6.12.

              The Trustee is hereby authorized to join with the Issuer 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 affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

              Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

              SECTION 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS.

                    (A) Except as set forth in paragraph (C) below, with the
consent (evidenced as provided in Article VII) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series of Senior Securities affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a resolution of its Board
of Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force and effect at the date of 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 Securities of each such series or of the
Coupons appertaining to such Securities.



                                       46
<PAGE>   54

                    (B) Except as set forth in paragraph (C) below, with the
consent (evidenced as provided in Article VII) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of all series of Subordinated Securities affected by such supplemental indenture
(voting as one class), the Issuer, when authorized by a resolution of its Board
of Directors (which resolution may provide general terms or parameters for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to an Issuer Order), and the Trustee may, from
time to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force and effect at the date of 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 Securities of each such series or of the
Coupons appertaining to such Securities.

                    (C) No such supplemental indenture shall (i) extend the
final maturity of any Security, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof, or make the principal thereof (including
any amount in respect of original issue discount), or interest thereon payable
in any coin or currency other than that provided in the Securities and Coupons
or in accordance with the terms thereof, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
thereof provable in bankruptcy pursuant to Section 5.2, or alter the provisions
of Section 11.11 or 11.12 or impair or affect the right of any Securityholder to
institute suit for the payment thereof when due or, if the Securities provide
therefor, any right of repayment at the option of the Securityholder, in each
case without the consent of the Holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities of any series, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Security so affected.

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

              Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this



                                       47
<PAGE>   55

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 Securityholders
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 Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall give notice thereof (i) to the Holders of then Outstanding Registered
Securities of each series affected thereby, by mailing a notice thereof by
first-class mail to such Holders at their addresses as they shall appear on the
Security register, (ii) if any Unregistered Securities of a series affected
thereby are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
all Holders thereof, by publication of a notice thereof at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
3.9, at least once in an Authorized Newspaper in Luxembourg), and in each case
such notice shall set forth in general terms the substance of such supplemental
indenture. Any failure of the Issuer 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 8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby 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.

              SECTION 8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject
to the provisions of Sections 6.1 and 6.2, may receive an Officer's Certificate
and an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article 8 complies with the applicable provisions of
this Indenture.

              SECTION 8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Securityholders. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental



                                       48
<PAGE>   56

indenture may be prepared by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

              SECTION 9.1 ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
The Issuer shall not consolidate with or merge into any other Person or transfer
or lease its properties and assets substantially as an entirety to any Person,
and the Issuer shall not permit any other Person to consolidate with or merge
into the Issuer, unless:

                    (a) either the Issuer shall be the continuing corporation,
         or the successor corporation (if other than the Issuer) formed by such
         consolidation or into which the Issuer is merged or to which the
         properties and assets of the Issuer substantially as an entirety are
         transferred or leased shall be a corporation organized and existing
         under the laws of the United States of America, any State thereof or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, all the obligations of the Issuer under
         the Securities and this Indenture; and

                    (b) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Issuer or
         a Subsidiary as a result of such transaction as having been incurred by
         the Issuer or such Subsidiary at the time of such transaction, no Event
         of Default, and no event which, after notice or lapse of time or both,
         would become an Event of Default, shall have happened and be
         continuing.

              SECTION 9.2 SUCCESSOR CORPORATION SUBSTITUTED. The successor
corporation formed by such consolidation or into which the Issuer is merged or
to which such transfer or lease is made shall succeed to and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor corporation had been named as the Issuer
herein, and thereafter (except in the case of a lease to another Person) the
predecessor corporation shall be relieved of all obligations and covenants under
the Indenture and the Securities and, in the event of such conveyance or
transfer, any such predecessor corporation may be dissolved and liquidated.

              SECTION 9.3 OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The
Trustee, subject to the provisions of Sections 6.1 and 6.2, may 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 IX.



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<PAGE>   57

                                    ARTICLE X

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

              SECTION 10.1  SATISFACTION AND DISCHARGE OF INDENTURE.

                    (A) If at any time (i) the Issuer shall have paid or caused
to be paid the principal of and interest on all the Securities of any series
Outstanding hereunder and all unmatured Coupons appertaining thereto (other than
Securities of such series and Coupons appertaining thereto which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (ii) the
Issuer shall have delivered to the Trustee for cancellation all Securities of
any series theretofore authenticated and all unmatured Coupons appertaining
thereto (other than any Securities of such series and Coupons appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.9) or (iii) in the case of any
series of Securities where the exact amount (including the currency of payment)
of principal of and interest due on which can be determined at the time of
making the deposit referred to in clause (b) below, (a) all the Securities of
such series and all unmatured Coupons appertaining thereto 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 (b) the Issuer shall have
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust the entire amount in (i) cash (other than moneys repaid by the Trustee
or any paying agent to the Issuer in accordance with Section 10.4), (ii) in the
case of any series of Securities the payments on which may only be made in
Dollars, direct obligations of the United States of America, backed by its full
faith and credit ("U.S. Government Obligations"), maturing as to principal and
interest at such times and in such amounts as will insure the availability of
cash sufficient to pay at such maturity or upon such redemption, as the case may
be, or (iii) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (x) the principal and
interest on all Securities of such series and Coupons appertaining thereto on
each date that such principal or interest is due and payable and (y) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series; and if, in any such case, the Issuer shall also pay or cause to be paid
all other sums payable hereunder by the Issuer, then this Indenture shall cease
to be of further effect (except as to (i) rights of registration of transfer and
exchange of Securities of such Series and of Coupons appertaining thereto
pursuant to Section 2.8 and the Issuer's right of optional redemption, if any,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or
Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto
pursuant to Section 2.8 to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) any optional redemption rights of such series of
Securities to the extent to be exercised to make such call for redemption within
one year, (v) the rights, obligations, duties and immunities of the Trustee
hereunder, including those under Section 6.6, (vi) the rights of



                                       50
<PAGE>   58

the Holders of Securities of such series and Coupons appertaining thereto as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them, and (vii) the obligations of the Issuer under
Section 3.2) and the Trustee, on demand of the Issuer accompanied by an
Officer's Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture; provided, that the rights of Holders of the
Securities and Coupons to receive amounts in respect of principal of and
interest on the Securities and Coupons held by them shall not be delayed longer
than required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

                    (B) The following provisions shall apply to the Securities
of each series unless specifically otherwise provided in a Board Resolution,
Officer's Certificate or indenture supplemental hereto provided pursuant to
Section 2.3. In addition to discharge of the Indenture pursuant to the next
preceding paragraph, in the case of any series of Securities the exact amounts
(including the currency of payment) of principal of and interest due on which
can be determined at the time of making the deposit referred to in clause (a)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series and the Coupons appertaining
thereto on the date of the deposit referred to in subparagraph (a) below, and
the provisions of this Indenture with respect to the Securities of such series
and Coupons appertaining thereto shall no longer be in effect (except as to (i)
rights of registration of transfer and exchange of Securities of such series and
of Coupons appertaining thereto pursuant to Section 2.8 and the Issuer's right
of optional redemption, if any, (ii) substitution of mutilated, defaced,
destroyed, lost or stolen Securities or Coupons, (iii) rights of Holders of
Securities and Coupons appertaining thereto to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but
not upon acceleration), and remaining rights of the Holders to receive mandatory
sinking fund payments, if any, (iv) any optional redemption rights of such
series of Securities to the extent to be exercised to make such call for
redemption within one year, (v) the rights, obligations, duties and immunities
of the Trustee hereunder, (vi) the rights of the Holders of Securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and
(vii) the obligations of the Issuer under Section 3.2) and the Trustee, at the
expense of the Issuer, shall at the Issuer's request, execute proper instruments
acknowledging the same, if

                    (a) with reference to this provision the Issuer has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of the Securities
         of such series and Coupons appertaining thereto (i) cash in an amount,
         or (ii) in the case of any series of Securities the payments on which
         may only be made in Dollars, U.S. Government Obligations, maturing as
         to principal and interest at such times and in such amounts as will
         insure the availability of cash or (iii) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written



                                       51
<PAGE>   59

         certification thereof delivered to the Trustee, to pay (A) the
         principal and interest on all Securities of such series and Coupons
         appertaining thereto on each date that such principal or interest is
         due and payable and (b) any mandatory sinking fund payments on the
         dates on which such payments are due and payable in accordance with the
         terms of the Indenture and the Securities of such series;

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

                    (c) the Issuer has delivered to the Trustee an opinion of
         counsel from a nationally recognized law firm based on the fact that
         (x) the Issuer has received from, or there has been published by, the
         IRS a ruling or (y) since the date hereof, there has been a change in
         the applicable United States federal income tax law, in either case to
         the effect that, and such opinion shall confirm that, the Holders of
         the Securities of such series and Coupons appertaining thereto will not
         recognize income, gain or loss for United States federal income tax
         purposes as a result of such deposit, defeasance and discharge and will
         be subject to United States federal income tax on the same amount and
         in the same manner and at the same times, as would have been the case
         if such deposit, defeasance and discharge had not occurred;

                    (d) the Issuer has delivered to the Trustee an Opinion of
         Counsel to the effect that after the 91st day following the deposit,
         the trust funds will not be subject to avoidance as a preferential
         transfer under Section 547(b) of the United States Bankruptcy Code
         (except with respect to any Holder that is an "insider" of the Issuer
         within the meaning of the United States Bankruptcy Code); and

                    (e) the Issuer has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance contemplated by this
         provision have been complied with.

                    (C) The Issuer shall be released from its obligations under
Sections 3.6, 3.7 and 9.1 and unless otherwise provided for in the Board
Resolution, Officer's Certificate or Indenture supplemental hereto establishing
such series of Securities, from all covenants and other obligations referred to
in Section 2.3(19) or 2.3(21) with respect to such series of Securities, and any
Coupons appertaining thereto, outstanding on and after the date the conditions
set forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of any series, the Issuer may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to such Section or by reason of any reference in such Section to any
other provision herein or in any other document and such omission to comply
shall not constitute an Event of Default under Section 5.1, but the remainder of
this Indenture and such Securities and Coupons shall be unaffected thereby. The
following shall be the conditions to application of this subsection C of this
Section 10.1:



                                       52
<PAGE>   60

                    (a) The Issuer has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for,
         and dedicated solely to, the benefit of the holders of the Securities
         of such series and coupons appertaining thereto, (i) cash in an amount,
         or (ii) in the case of any series of Securities the payments on which
         may only be made in Dollars, U.S. Government Obligations maturing as to
         principal and interest at such times and in such amounts as will insure
         the availability of cash or (iii) a combination thereof, sufficient, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay (A) the principal and interest on all Securities of
         such series and Coupons appertaining thereof and (B) any mandatory
         sinking fund payments on the day on which such payments are due and
         payable in accordance with the terms of the Indenture and the
         Securities of such series;

                    (b) No Event of Default or event which with notice or lapse
         of time or both would become an Event of Default with respect to the
         Securities shall have occurred and be continuing on the date of such
         deposit;

                    (c) Such covenant defeasance shall not cause the Trustee to
         have a conflicting interest as defined in Section 6.9 and for purposes
         of the Trust Indenture Act with respect to any securities of the
         Issuer;

                    (d) Such covenant defeasance shall not result in a breach or
         violation of, or constitute a default under any agreement or instrument
         to which the Issuer is a party or by which it is bound;

                    (e) Such covenant defeasance shall not cause any Securities
         then listed on any registered national securities exchange under the
         Exchange Act to be delisted;

                    (f) The Issuer shall have delivered to the Trustee an
         Officer's Certificate and an opinion of counsel from a nationally
         recognized law firm to the effect that the Holders of the Securities of
         such series and Coupons appertaining thereto will not recognize income,
         gain or loss for United States federal income tax purposes as a result
         of such covenant defeasance and will be subject to United States
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such covenant defeasance had
         not occurred;

                    (g) The Issuer has delivered to the Trustee an Opinion of
         Counsel to the effect that after the 91st day following the deposit,
         the trust funds will not be subject to avoidance as a preferential
         transfer under Section 547(b) of the United States Bankruptcy Code
         (except with respect to any Holder that is an "insider" of the Issuer
         within the meaning of the United States Bankruptcy Code); and



                                       53
<PAGE>   61

                    (h) The Issuer shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the covenant defeasance
         contemplated by this provision have been complied with.

              SECTION 10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
OF SECURITIES. Subject to Section 10.4, all moneys deposited with the Trustee
(or other trustee) pursuant to Section 10.1 shall be held in trust and applied
by it to the payment, either directly or through any paying agent (including the
Issuer acting as its own paying agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto 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 interest; but such money
need not be segregated from other funds except to the extent required by law.

              SECTION 10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, 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 10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR TWO YEARS. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest on any Security of
any series and of any Coupons attached thereto and not applied but remaining
unclaimed for two years after the date upon which such principal or interest
shall have become due and payable, shall, upon the written request of the Issuer
and unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of the Securities of such
series and of any Coupons appertaining thereto shall, unless otherwise required
by mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer 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; provided, that the Trustee or
such paying agent, before being required to make any such repayment with respect
to moneys deposited with it for any payment (a) in respect of Registered
Securities of any series, shall at the expense of the Issuer, mail by
first-class mail to Holders of such Securities at their addresses as they shall
appear on the Security register, and (b) in respect of Unregistered Securities
of any series, shall at the expense of the Issuer cause to the published once,
in an Authorized Newspaper in the Borough of Manhattan, The City of New York and
once in an Authorized Newspaper in London (and, if required by Section 3.9, once
in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and
that, after a date specified therein, which shall not be less than thirty days
from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuer.

              SECTION 10.5 INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Issuer
shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or



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<PAGE>   62

assessed against the U.S. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

              SECTION 11.1 INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS
OF ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future shareholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities and the Coupons, if any,
appertaining thereto by the Holders thereof and as part of the consideration for
the issue of the Securities and the Coupons appertaining thereto.

              SECTION 11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND HOLDERS OF SECURITIES AND COUPONS. Nothing in this Indenture, in the
Securities or in the Coupons appertaining thereto, expressed or implied, shall
give or be construed to give to any person, firm or corporation, other than the
parties thereto and their successors and the Holders of the Securities or
Coupons, if any, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities or Coupons, if any.

              SECTION 11.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE.
All the covenants, stipulations, promises and agreements in this Indenture
contained by or in behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

              SECTION 11.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
SECURITIES AND COUPONS. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities or Coupons, if any, to or on the Issuer may be given
or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Issuer is filed by the Issuer with the Trustee) to Williams Communications
Group, Inc., _____________________________, Tulsa, Oklahoma 741___, Attention:
Secretary. Any notice, direction, request or demand by the Issuer or any Holder
of Securities or Coupons, if any, to or upon the Trustee shall be deemed to have
been sufficiently given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Trustee is filed by the Trustee with the Issuer)
to The Bank of New York, ___________________________, New York, New York
__________, Attention: Corporate Trust Administration.



                                       55
<PAGE>   63

              Where this Indenture provides for notice to Holders of Registered
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class mail, postage prepaid,
to each Holder entitled thereto, at his last address as it appears in the
Security register.

              Where this Indenture provides for notice to holders of
Unregistered Securities, such notice shall be sufficiently given (unless
otherwise expressly provided herein) by giving notice to such Holders (a) by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.9, once in an Authorized
Newspaper in Luxembourg), and (ii) by mailing such notice to the Holders of
Unregistered Securities who have filed their names and addresses with the
Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such
addresses as were so furnished to the Trustee.

              In any case where notice to such Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

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

              SECTION 11.5 OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officer's Certificate stating that
all conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

              Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary



                                       56
<PAGE>   64

to enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

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

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

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

              SECTION 11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If
the date of maturity of interest on or principal of the Securities of any series
or any Coupons appertaining thereto or the date fixed for redemption or
repayment of any such Security or Coupon shall not be a Business Day, then
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.

              SECTION 11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with duties imposed by, or with another provision (an
"incorporated provision") included in this Indenture by operation of Sections
310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or
incorporated provision shall control.

              SECTION 11.8 NEW YORK LAW TO GOVERN. THIS INDENTURE AND EACH
SECURITY AND COUPON SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE INCLUDING, WITHOUT LIMITATION, SECTION 5-140 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.



                                       57
<PAGE>   65

              SECTION 11.9 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 11.10 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

              SECTION 11.11 SECURITIES IN A COMPOSITE CURRENCY, CURRENCY UNIT,
FOREIGN CURRENCY OR IN ECU. Unless otherwise specified in an Officer's
Certificate delivered pursuant to Section 2.3 of this Indenture with respect to
a particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the Holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding Securities of any series which are denominated in a coin, currency
or currencies other than Dollars (including, but not limited to, any composite
currency, currency units, Foreign Currency or ECUs), then the principal amount
of Securities of such series which shall be deemed to be Outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate. For purposes of this
Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate in
The City of New York for cable transfers of such currency or currencies as
published by the Federal Reserve Bank of New York as of the most recent
available date; provided that, in the case of ECUs, Market Exchange Rate shall
mean the rate of exchange determined by the Commission of the European
Communities (or any successor thereto) as published in the Official Journal of
the European Communities (such publication or any successor publication, the
"Journal") as of the most recent available date. If such Market Exchange Rate is
not so available for any reason with respect to such currency, the Trustee shall
use, in its sole discretion and without liability on its part, such quotation of
the Federal Reserve Bank of New York or, in the case of ECUs, the rate of
exchange as published in the Journal, as of the most recent available date, or
quotations or, in the case of ECUs, rates of exchange from one or more major
banks in The City of New York or in the country of issue of the currency in
question, which for purposes of the ECU shall be Brussels, Belgium, or such
other quotations or, in the case of ECU, rates of exchange as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series denominated
in a currency other than Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.

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



                                       58
<PAGE>   66

              SECTION 11.12 JUDGMENT CURRENCY. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

                                   ARTICLE XII

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

              SECTION 12.1 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

              SECTION 12.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Notice of redemption to the Holders of Unregistered
Securities to be redeemed as a whole or in part, who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act shall be given by mailing notice of such redemption, by first class mail,
postage prepaid, at least 30 days and not more than 60 prior to the date fixed
for redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Issuer, the Trustee
shall make such information available to the



                                       59
<PAGE>   67

Issuer for such purpose). Notice of redemption to all other Holders of
Unregistered Securities shall be published in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and in an Authorized Newspaper in
London (and, if required by Section 3.9, in an Authorized Newspaper in
Luxembourg), in each case, once in each of three successive calendar weeks, the
first publication to be not less than 30 nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the Holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of such Security of such series.

              The notice of redemption to each such Registered Holder shall
specify the principal amount of each Security of such series held by such
Registered Holder to be redeemed, the date fixed for redemption, the redemption
price, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities and, in the case of Securities
with Coupons attached thereto, of all Coupons appertaining thereto maturing
after the date fixed for redemption, that such redemption is pursuant to the
mandatory or optional sinking fund, or both, if such be the case, that interest
accrued to the date fixed for redemption will be paid as specified in such
notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Security of a series is
to be redeemed in part only, the notice of redemption to Registered Holders of
Securities of the series shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

              The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the Issuer.

              On or before the redemption date specified in the notice of
redemption given as provided in this Section, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.4) an amount of money sufficient to redeem on the redemption date all the
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Issuer will deliver to the Trustee at least 70 days prior to the date fixed for
redemption, or such shorter period as shall be acceptable to the Trustee, an
Officer's Certificate stating the aggregate principal amount of Securities to be
redeemed. In case of a redemption at the election of the Issuer prior to the
expiration of any restriction on such redemption, the Issuer shall deliver to
the Trustee, prior to the giving of any notice of redemption to Holders pursuant
to this Section, an Officer's Certificate stating that such restriction has been
complied with.

              If less than all the Securities of a series are to be redeemed,
the Trustee shall select, in such manner as it shall deemed appropriate and
fair, in its sole discretion, Securities of such series to be redeemed in whole
or in part. Securities may be redeemed in part in multiples equal to the



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<PAGE>   68

minimum authorized denomination for Securities of such series or any multiple
thereof. The Trustee shall promptly notify the Issuer in writing of the
Securities of such series selected for redemption and, in the case of any
Securities of such series selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities of
any series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

              SECTION 12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given as above provided, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place stated in such notice at the applicable redemption
price, together with interest accrued to the date fixed for redemption, and on
and after said date (unless the Issuer shall default in the payment of such
Securities at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities so called for redemption
shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto
shall be void, and, except as provided in Sections 6.5 and 10.4, such Securities
shall cease from and after the date fixed for redemption to be entitled to any
benefit or security under this Indenture, and the Holders thereof shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and unpaid interest to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, together with all Coupons, if any, appertaining thereto maturing
after the date fixed for redemption, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided, that payment of interest becoming due on or prior to the date fixed
for redemption shall be payable in the case of Securities with Coupons attached
thereto, to the Holders of the Coupons for such interest upon surrender thereof,
and in the case of Registered Securities, to the Holder of such Registered
Securities registered as such on the relevant record date, subject to the terms
and provisions of Section 2.3 and 2.7 hereof.

              If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

              If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Issuer and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

              Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.



                                       61
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              SECTION 12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Issuer or (b) an entity specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer.

              SECTION 12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum
amount of any sinking fund payment provided for by the terms of the Securities
of any series is herein referred to as a "mandatory sinking fund payment," and
any payment in excess of such minimum amount provided for by the terms of the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

              In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

              On or before the 60th day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee an Officer's
Certificate (which need not contain the statements required by Section 11.5) (a)
specifying the portion of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion to be satisfied by credit of Securities of such
series and the basis for such credit, (b) stating that none of the Securities of
such series has theretofore been so credited, (c) stating that no defaults in
the payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Issuer intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Issuer intends to pay
on or before the next succeeding sinking fund payment date. Any Securities of
such series to be credited and required to be delivered to the Trustee in order
for the Issuer to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee shall be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate shall be irrevocable and upon its receipt by the Trustee, the Issuer
shall become unconditionally obligated



                                       62
<PAGE>   70

to make all the cash payments or payments therein referred to, if any, on or
before the next succeeding sinking fund payment date. Failure of the Issuer, on
or before any such 60th day, to deliver such Officer's Certificate and
Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute, on and as of such date, the irrevocable election of the
Issuer (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof and
(ii) that the Issuer will make no optional sinking fund payment with respect to
such series as provided in this Section.

              If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or the equivalent thereof in any composite currency, currency
units, Foreign Currency or ECU) or a lesser sum in Dollars (or the equivalent
thereof in any composite currency, currency units, Foreign Currency or ECU) if
the Issuer shall so request with respect to the Securities of any particular
series, such cash shall be applied on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $50,000 (or the equivalent thereof in any
composite currency, currency units, Foreign Currency or ECU) or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 (or the equivalent thereof in any composite currency, currency units,
Foreign Currency or ECU) is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. Securities shall be excluded from eligibility for
redemption under this Section if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such Officer's Certificate as directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. The Trustee, in the name and at the expense of the
Issuer (or the Issuer, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any and all
sinking fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not
held for the payment or redemption of particular Securities of such series shall
be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest on, the Securities of
such series at maturity.



                                       63
<PAGE>   71

              On or before each sinking fund payment date, the Issuer shall pay
to the Trustee in cash or shall otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.

              The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of redemption
of Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
to the redemption of such Securities.



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<PAGE>   72

              IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed and attested as of the date first written above.


                                       WILLIAMS COMMUNICATIONS GROUP, INC.

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

Attest:


By: /s/
   --------------------------



                                       THE BANK OF NEW YORK,
                                       as Trustee


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




Attest:


By: /s/
   --------------------------