<PAGE>   1

                                                          EXECUTION COPY


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


                                    INDENTURE



                                     Between



                        LORAL SPACE & COMMUNICATIONS LTD.



                                       and



                              THE BANK OF NEW YORK,

                                   as Trustee




                          Dated as of November 1, 1996




                            6% Convertible Preferred
                             Equivalent Obligations
                                    due 2006


================================================================================
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                                                                               2


                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

SECTION 1.01.  Definitions................................................    1
SECTION 1.02.  Compliance Certificates and
                 Opinions.................................................   10
SECTION 1.03.  Form of Documents Delivered to
                 Trustee..................................................   11
SECTION 1.04.  Acts of Holders............................................   11
SECTION 1.05.  Notices, etc., to Trustee and
                 Company..................................................   12
SECTION 1.06.  Notice to Holders; Waiver..................................   13
SECTION 1.07.  Conflict with Trust Indenture Act..........................   14
SECTION 1.08.  Effect of Headings and Table of
                 Contents.................................................   14
SECTION 1.09.  Successors and Assigns.....................................   14
SECTION 1.10.  Separability Clause........................................   14
SECTION 1.11.  Benefits of Indenture......................................   14
SECTION 1.12.  Governing Law..............................................   14
SECTION 1.13.  Legal Holidays.............................................   14

                                   ARTICLE II

                                 Security Forms

SECTION 2.01.  Forms Generally............................................   15
SECTION 2.02.  Global Securities; Book Entry
                 Provisions; Certificated
                 Securities...............................................   15

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Note: This table of contents shall not, for any purpose, be deemed to be part of
      the Indenture.
<PAGE>   3

                                                                               2


                                   ARTICLE III

                                 The Securities

SECTION 3.01.  Title and Terms............................................   17
SECTION 3.02.  Denominations..............................................   19
SECTION 3.03.  Execution, Authentication, Delivery
                 and Dating...............................................   19
SECTION 3.04.  Temporary Securities.......................................   20
SECTION 3.05.  Registrar, Paying Agent and Conversion
                 Agent....................................................   20
SECTION 3.06.  Mutilated, Destroyed, Lost and Stolen
                 Securities...............................................   25
SECTION 3.07.  Payment of Interest; Mechanics of
                  Payment, Interest Rights
                  Preserved...............................................   26
SECTION 3.08.  Persons Deemed Owners......................................   27
SECTION 3.09.  Cancellation...............................................   28
SECTION 3.10.  Computation of Interest....................................   28
SECTION 3.11.  CUSIP Number...............................................   28
SECTION 3.12.  Treatment of the Securities for U.S.
                  Federal Income Tax Purposes.............................   28

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.01.  Satisfaction and Discharge of
                  Indenture...............................................   29
SECTION 4.02.  Application of Trust Money.................................   31

                                    ARTICLE V

                                    Remedies

SECTION 5.01. Collection of Obligations and Suits
                 for Enforcement by Trustee...............................   31
SECTION 5.02.  Trustee May File Proofs of Claim ..........................   32
SECTION 5.03.  Trustee May Enforce Claims Without
                  Possession of Securities................................   33
SECTION 5.04.  Application of Money Collected.............................   33
SECTION 5.05.  Limitation on Suits........................................   34
SECTION 5.06.  Right of Holders To Receive
                  Principal, Premium and Interest
                  and To Convert..........................................   34
<PAGE>   4

                                                                               3


SECTION 5.07.  Restoration of Rights and Remedies.........................   35
SECTION 5.08.  Rights and Remedies Cumulative.............................   35
SECTION 5.09.  Delay or Omission Not Waiver...............................   35
SECTION 5.10.  Control by Holders.........................................   35
SECTION 5.11.  Waiver of Past Defaults....................................   36
SECTION 5.12.  Undertaking for Costs......................................   36
SECTION 5.13.  Waiver of Stay, Usury or Extension
                  Laws....................................................   37
SECTION 5.14.  Voting Rights Upon a Deferral Trigger
                  Event...................................................   37

                                   ARTICLE VI

                                   The Trustee

SECTION 6.01.  Certain Duties and Responsibilities........................   37
SECTION 6.02.  Certain Rights of Trustee..................................   39
SECTION 6.03.  Not Responsible for Recitals or
                  Issuance of Securities..................................   40
SECTION 6.04.  May Hold Securities........................................   40
SECTION 6.05.  Money Held in Trust........................................   40
SECTION 6.06.  Compensation and Reimbursement.............................   41
SECTION 6.07.  Corporate Trustee Required;
                  Eligibility.............................................   42
SECTION 6.08.  Resignation and Removal; Appointment
                  of Successor............................................   42
SECTION 6.09.  Acceptance of Appointment
                 by Successor.............................................   44
SECTION 6.10.  Merger, Conversion, Consolidation or
                  Succession to Business..................................   44
SECTION 6.11.  Preferential Collection of Claims
                  Against Company.........................................   45
SECTION 6.12.  Appointment of Authenticating Agent........................   45

                                   ARTICLE VII

                            Holders' List and Reports
                             by Trustee and Company

SECTION 7.01.  Company To Furnish Trustee Names and
                  Addresses of Holders....................................   48
SECTION 7.02.  Preservation of Information;
                  Communications to Holders...............................   48
SECTION 7.03.  Reports by Trustee.........................................   50
SECTION 7.04.  SEC Reports; Reports by Company............................   50
SECTION 7.05.  Compliance Certificate.....................................   51
<PAGE>   5

                                                                               4


                                  ARTICLE VIII

                        Consolidation, Merger, Conveyance
                                   or Transfer

SECTION 8.01.  Company May Consolidate, etc., Only on
                  Certain Terms...........................................   51
SECTION 8.02.  Successor Corporation Substituted..........................   52

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without
                  Consent of Holders......................................   52
SECTION 9.02.  Supplemental Indentures with Consent
                  of Holders..............................................   53
SECTION 9.03.  Execution of Supplemental Indentures.......................   54
SECTION 9.04.  Effect of Supplemental Indentures..........................   55
SECTION 9.05.  Conformity with Trust Indenture Act........................   55
SECTION 9.06.  Reference in Securities to
                  Supplemental Indentures.................................   55

                                    ARTICLE X

                                    Covenants

SECTION 10.01. Payment of Principal, Premium and
                  Interest................................................   55
SECTION 10.02. Maintenance of Office or Agency............................   56
SECTION 10.03. Security Payments To Be Held
                  in Trust................................................   56
SECTION 10.04. Corporate Existence........................................   58
SECTION 10.05. Waiver of Certain Covenants................................   59

                                   ARTICLE XI

                            Redemption of Securities

SECTION 11.01. Right of Redemption; Mechanics of
                  Redemption..............................................   59
SECTION 11.02. Applicability of Article...................................   59
SECTION 11.03. Election To Redeem.........................................   59
SECTION 11.04. Selection by Trustee of Securities To
                  Be Redeemed.............................................   60
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                                                                               5


SECTION 11.05. Notice of Redemption.......................................   60
SECTION 11.06. Deposit of Redemption Price................................   61
SECTION 11.07. Securities Payable on
                  Redemption Date.........................................   62
SECTION 11.08. Securities Redeemed in Part................................   62

                                   ARTICLE XII

                            Conversion of Securities

SECTION 12.01. Conversion Privilege and Conversion
                  Price...................................................   62
SECTION 12.02. Exercise of Conversion Privilege...........................   63
SECTION 12.03. Fractions of Shares........................................   64
SECTION 12.04. Adjustment of Conversion Price.............................   64
SECTION 12.05. Notice of Adjustment of Conversion
                  Price ..................................................   77
SECTION 12.06. Provisions in Case of Consolidation,
                  Merger or Conveyance or Transfer of
                  Properties and Assets ..................................   77
SECTION 12.07. Notice of Certain Corporate Action ........................   78
SECTION 12.08. Company To Reserve Common Stock ...........................   79
SECTION 12.09. Taxes on Conversions ......................................   79
SECTION 12.10. Covenant as to Common Stock ...............................   80
SECTION 12.11. Responsibility of Trustee .................................   80

                                  ARTICLE XIII

                           Subordination of Securities

SECTION 13.01. Securities Subordinate to Debt
                  Obligations.............................................   80
SECTION 13.02. No Payments When Debt Obligations in
                  Default; Payment Over of Proceeds
                  upon Dissolution, etc. .................................   81
SECTION 13.03. Trustee To Effectuate
                  Subordination ..........................................   84
SECTION 13.04. Trustee Not Charged with Knowledge of
                  Prohibition ............................................   84
SECTION 13.05. Rights of Trustee as Holder of Debt
                  Obligations ............................................   84
SECTION 13.06. Article Applicable to Paying Agent.........................   85
SECTION 13.07. Trustee Not Fiduciary for Holders of
                  Debt Obligations........................................   85


                                   ARTICLE XIV
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                                                                               6


                        Mandatory Exchange of Securities

SECTION 14.01. Exchange for Series C Preferred Stock......................   85
SECTION 14.02. Procedures.................................................   86
SECTION 14.03. No Exchange in Certain Cases...............................   87
<PAGE>   8

                        LORAL SPACE & COMMUNICATIONS LTD.


             Reconciliation and Tie Between the Trust Indenture Act
               of 1939 and Indenture dated as of November 1, 1996


Trust Indenture
  Act Section                                            Indenture Section
----------------                                         -----------------

ss. 310(a)(1)........................................    6.07
    (a)(2)...........................................    6.07
    (a)(3)...........................................    Not Applicable
    (a)(4)...........................................    Not Applicable
    (a)(5)...........................................    6.07
    (b)..............................................    6.07
                                                         6.08
ss. 311(a)...........................................    6.11
    (b)..............................................    6.11
    (b)(2)...........................................    7.03(a)(2)
                                                         7.03(b)
ss. 312(a)...........................................    7.01
                                                         7.02(a)
    (b)..............................................    7.02(b)
    (c)..............................................    7.02(c)
ss. 313(a)...........................................    7.03(a)
    (b)..............................................    7.03(b)
    (c)..............................................    7.03(a)
    (d)..............................................    7.03(c)
ss. 314(a)...........................................    7.04
    (b)..............................................    Not Applicable
    (c)(1)...........................................    1.02
    (c)(2)...........................................    1.02
    (c)(3)...........................................    Not Applicable
    (d)..............................................    Not Applicable
    (e)..............................................    1.02
ss. 315(a)...........................................    6.01(a)
    (b)..............................................    6.02
                                                         7.03(a)(6)
    (c)..............................................    6.01(b)
    (d)..............................................    6.01(c)
    (d)(1)...........................................    6.01(a)(1)
    (d)(2)...........................................    6.01(c)(2)
    (d)(3)...........................................    6.01(c)(3)
    (e)..............................................    5.14
ss. 316(a)...........................................    1.01
    (a)(1)(A)........................................    5.02
                                                         5.12
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                                                                               7


    (a)(1)(B)........................................    5.13
    (a)(2)...........................................    Not Applicable
    (b)..............................................    5.08
ss. 317(a)(1)........................................    5.03
    (a)(2)...........................................    5.04
    (b)..............................................    10.03
ss. 318(a)...........................................    1.07

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Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.
<PAGE>   10


                        INDENTURE dated as of November 1, 1996, between LORAL
                  SPACE & COMMUNICATIONS LTD., a corporation duly organized and
                  existing under the laws of Bermuda (herein called the
                  "Company"), having its principaloffice at 600 Third Avenue,
                  New York, N.Y., and THE BANK OF NEW YORK, a New York banking
                  corporation, as Trustee (herein called the "Trustee").

            The Company has duly authorized the creation of an issue of its 6%
Convertible Preferred Equivalent Obligations due 2006 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth and to
provide therefor the Company has duly authorized the execution and delivery of
this Indenture.

            All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders (as hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, as follows:

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

            SECTION 1.01. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

            (a) the terms defined in this Article have the meanings assigned to
      them in this Article and include the plural as well as the singular;
<PAGE>   11

                                                                               2


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

            (c) 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.

            "Act" when used with respect to any Holder has the meaning specified
in Section 1.04.

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

            "Authenticating Agent" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

            "Average Market Value" means the arithmetic average of the Current
Market Value of the Common Stock for the ten Trading Days ending on the second
Business Day prior to the applicable date of payment.

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

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

            "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to be closed.
<PAGE>   12

                                                                               3


            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

            "Common Stock", as applied to the capital stock of any corporation
other than the Company, shall mean the capital stock of any class which has no
preference in respect of dividends or other distributions of assets or of
amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of such corporation and which is not subject to
redemption by such corporation; and as applied to the Company, shall mean the
Common Stock of the Company, par value $.01; provided, however, that, subject to
the provisions of Section 12.06, shares issuable on conversion of Securities
shall include only shares of the class designated as Common Stock of the Company
at the date of the execution of this instrument or shares of any class or
classes resulting from any reclassification or reclassification thereof which
have no preference in respect of dividends or other distributions of assets or
of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company and which are not subject to redemption
by the Company; provided further, that if at any time there shall be more than
one such resulting class, the shares of each such class then so issuable shall
be substantially in the proportion which the total number of shares of such
class resulting from all such reclassifications bears to the total number of
shares of all such classes resulting from all such reclassifications.

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

            "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary and delivered to the Trustee; provided,
however, that any person duly designated by the Chairman of the Board, the
President, a Vice President or any
<PAGE>   13

                                                                               4


other officer of the Company may sign or execute on behalf of any or all such
persons listed above.

            "Conversion Agent" has the meaning specified in Section 3.05(a).

            "Conversion Price" has the meaning specified in Section 12.01.

            "Corporate Trust Office" means the principal office of the Trustee
in The City of New York at which at any particular time its corporate trust
business shall be administered, which office at the time of the execution of
this indenture is located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention of Corporate Trust Trustee Administration.

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

            "CPE Nominee" has the meaning specified in Section 5.14.

            "Current Market Price" has the meaning specified in Section 12.04.

            "Current Market Value" means the volume weighted average sale prices
of the Common Stock as reported on the New York Stock Exchange or any national
securities exchange upon which the Common Stock is then listed for the Trading
Day in question.

            "Debt Obligations" will mean the principal of, premium, if any,
interest and other amounts due on any indebtedness, whether now outstanding or
hereafter created, incurred, assumed or guaranteed by the Company, for money
borrowed from others (including obligations under capitalized leases, purchase
money indebtedness or any trade credit), liabilities incurred in the ordinary
course of business, commitment, standby and other fees due and payable to
financial institutions with respect to credit facilities that may be maintained
by the Company or in connection with the acquisition by the Company of any other
business or entity, or in respect of letters of credit or bid, performance or
surety bonds issued for the account or on the credit of the Company, and, in
each case, all renewals, extensions and refundings thereof, other than (i) any
such indebtedness as to which, in the instrument creating or evidencing the
same,
<PAGE>   14

                                                                               5


it is provided that such indebtedness is pari passu or junior in right of
payment to the Securities and (ii) the Securities.

            "Deferral Election" means the election of the Board of Directors to
defer the payment of an installment of interest due on an Interest Payment Date,
or any portion due thereof.

            "Deferral Trigger Event" means the Company has deferred the payment
of interest due under the Securities in an aggregate equal to six quarterly
interest payments.

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

            "Dilution Trigger Event" has the meaning specified in Section 12.04.

            "Exchange Act" means the Securities Exchange Act of 1934.

            "Holder" means a Person in whose name a Security is registered in
the Security Register.

            "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

            "Initial Purchasers" has the meaning specified in the Purchase
Agreement.

            "Interest Arrearages" means the amount of interest payments that the
Company has elected to defer pursuant to a Deferral Election that remains
unpaid.

            "Interest Payment Date" means the dates specified in a Security as
the fixed dates on which any installment of interest is due and payable;
provided, however, that if such date shall not be a Business Day, then such date
shall be the next Business Day.

            "Interest Payment Notice" means written notice delivered to the
Holders, with a copy to the Trustee, notifying them that the Company has elected
to defer the payment of an interest payment pursuant to a Deferral Election.
<PAGE>   15

                                                                               6


            "Mandatory Exchange" has the meaning specified in Section 14.01(b).

            "Mandatory Exchange Date" has the meaning specified in Section
14.02.

            "Mandatory Exchange Notice" has the meaning specified in Section
14.02.

            "Mandatory Redemption Date" means the date specified in the Security
as the fixed date on which the principal of such Security is due and payable;
provided, however, that, if such date shall not be a Business Day, then the
Mandatory Redemption Date shall be the next Business Day.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel acceptable
to the Trustee, who may be counsel for, or employed by, the Company.

            "Optional Redemption" has the meaning specified in Section 6 of the
Security.

            "Optional Redemption Date" means the Redemption Date for an Optional
Redemption as specified in Section 6 of the Security.

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

            (i) Securities theretofore converted into Common Stock in accordance
      with Article XII and Securities theretofore canceled by the Trustee or
      delivered to the Trustee for cancellation;

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities;
<PAGE>   16

                                                                               7


      provided, that, if such Securities are to be redeemed, notice of such
      redemption has been duly given pursuant to this Indenture or provision
      therefor satisfactory to the Trustee has been made;

            (iii) Securities paid pursuant to the third paragraph of Section
      3.06 or in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture; and

            (iv) that, from and after the Mandatory Exchange Date, if the
      conditions in Section 14.02 and 14.03 have been satisfied, no Securities
      shall be or remain Outstanding for any purposes of this Indenture;

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver or taken any other action
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee has actual knowledge of being 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 Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

            "Paying Agent" has the meaning specified in Section 3.05(a).

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

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange
<PAGE>   17

                                                                               8


for or in lieu of all or a portion of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as such mutilated, destroyed,
lost or stolen Security or portion thereof.

            "Preferred Stock" means capital stock of the Company designated by
the Board of Directors having a preference in respect of dividends or other
distributions of assets or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company.

            "Purchase Agreement" means the purchase agreement dated November 1,
1996, between the Company and the Initial Purchasers in connection with the
Securities, as amended from time to time.

            "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture and includes the Optional Redemption Date and Mandatory Redemption
Date, as the case may be.

            "Redemption Notice" means written notice delivered to the Holders,
with a copy to the Trustee, notifying the Holders of the Company's election to
redeem the Securities pursuant to an Optional Redemption.

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

            "Registrar" has the meaning specified in Section 3.05(a).

            "Registration Rights Agreement" means the Registration Rights
Agreement relating to the Securities dated November 6, 1996, between the Company
and the Initial Purchasers.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15, April 15, July 15 or October 15 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date.

            "Responsible Officer", when used with respect to the Trustee, means
any officer within the corporate trust department (or any successor department)
of the Trustee,
<PAGE>   18

                                                                               9


including, without limitation, any Vice President, any Assistant Vice President,
any Assistant Treasurer, any Assistant Secretary or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

            "Securities" means the 6% Convertible Preferred Equivalent
Obligations due 2006 issued pursuant to this Indenture.

            "Security Register" has the meaning specified in Section 3.05(a).

            "Series C Preferred Stock" means the Company's 6% Series C
Convertible Redeemable Preferred Stock issued upon the occurrence of a Mandatory
Exchange pursuant to Article XIV hereof.

            "Series C Schedule" means Schedule III to the Bye- Laws of the
Company, when and if adopted by the Company's shareholders, substantially in the
form attached hereto as Exhibit D.

            "Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.

            "Stock Transfer Agent" means The Bank of New York or any other
entity named as the stock transfer agent of the Company.

            "Trading Day" means (a) if the applicable security is listed or
admitted for trading on the New York Stock Exchange or another national
securities exchange, a day on which such security actually trades on the New
York Stock Exchange or another national securities exchange, (b) if the
applicable security is quoted on The Nasdaq National Market, a day on which such
security actually trades or (c) if the applicable security is not so listed,
admitted for trading or quoted, any Business Day on which such security actually
trades.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990 and as in force at the date as
of which this instrument was executed, except as provided in Section 9.05.
<PAGE>   19

                                                                              10

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

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
are pledged and which are not callable or redeemable at the issuer's option.

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

            SECTION 1.02. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

            (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;
<PAGE>   20

                                                                              11


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

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

            SECTION 1.03. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

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

            SECTION 1.04. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may be embodied in and evidenced
by one or more
<PAGE>   21

                                                                              12


instruments of substantially similar tenor signed by such Holders in person or
by an 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 and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

            (c) The ownership of Securities shall be proved by the Security
Register.

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

            SECTION 1.05. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,
<PAGE>   22

                                                                              13


            (a) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      and mailed, first-class, postage prepaid, to the Trustee at its Corporate
      Trust Office, Attention of Corporate Trust Trustee Administration, or

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

            (c) the Company by the Trustee or the Trustee by the Company shall
      be sufficient for every purpose hereunder (unless otherwise herein
      expressly provided) if transmitted by facsimile transmission to the
      Company at (212) 661-8988 or to the Trustee at (212) 815-5915 (or to such
      other facsimile transmission number previously furnished in writing to the
      Company by the Trustee or to the Trustee by the Company) and in each case
      confirmed by a copy sent to the Company or to the Trustee, as the case may
      be, by guaranteed overnight courier.

            SECTION 1.06. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Security Register, not later than the latest date
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. 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.
<PAGE>   23

                                                                              14


            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

            SECTION 1.07. Conflict with Trust Indenture Act. If and to the
extent that any provision hereof limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, any of Sections 3.10 to 3.18, inclusive, of the
Trust Indenture Act, such imposed duties or incorporated provision shall
control.

            SECTION 1.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            SECTION 1.09. Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

            SECTION 1.10. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in
the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the holders of Debt Obligations
and the Holders of Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

            SECTION 1.12. Governing Law. This Indenture and the Securities shall
be governed by and construed in accordance with the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the law of another jurisdiction would be
required thereby.

            SECTION 1.13. Legal Holidays. In any case where any Interest Payment
Date or any Redemption Date of any Security or the last date on which a Holder
has the right to
<PAGE>   24

                                                                              15


convert his Securities shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of principal or
Redemption Price of or payment of interest on or conversion of the Securities
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 such Interest Payment Date or
such Redemption Date or on such last day for conversion; provided, that no
interest shall accrue for the period from and after such Interest Payment Date
or such Redemption Date, as the case may be.

                                   ARTICLE II

                                 Security Forms

            SECTION 2.01. Forms Generally. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Company shall furnish any such legend not contained in
Exhibit A to the Trustee in writing. Each Security shall be dated the date of
its authentication. The terms and provisions of the Securities set forth in
Exhibit A are part of the terms of this Indenture and, to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

            SECTION 2.02. Global Securities; Book-Entry Provisions; Certificated
Securities. (a) The Securities are being offered and sold by the Company
pursuant to a Purchase Agreement.

            Securities offered and sold to Qualified Institutional Buyers
("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), as
provided in the Purchase Agreement, shall be issued in the form of one or more
permanent global Securities in definitive, fully registered form without
interest coupons with the Global Securities Legend and Restricted Securities
Legend set forth in Exhibit A hereto (each, a "Global Security"), which shall be
deposited on behalf of the purchasers of the Securities represented thereby with
the Trustee, at its New York office,
<PAGE>   25

                                                                              16


as custodian for the Depositary, and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the
Global Security may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided.

            (b) This Section shall apply only to a Global Security deposited
with or on behalf of the Depositary.

            The Company shall execute and the Trustee shall, in accordance with
this Section, authenticate and deliver initially one or more Global Securities
that (i) shall be registered in the name of Cede & Co. or other nominee of such
Depositary and (ii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions or held by the Trustee as custodian
for the Depositary pursuant to a FAST Balance Certificate Agreement between the
Depositary and the Trustee.

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

            Except as provided in Section 3.05(b), owners of beneficial
interests in Global Securities will not be entitled to receive physical delivery
of certificated Securities.

            (c) Purchasers of Securities who are not QIBs will receive
certificated Securities bearing the Restricted Securities Legend set forth in
Exhibit A hereto ("Restricted Securities"). Restricted Securities will bear the
Restricted Securities Legend set forth on Exhibit A unless removed in
<PAGE>   26

                                                                              17


accordance with Section 3.05(c) and may not be exchanged for a Global Security,
or interest therein, at any time, except as set forth in paragraph (d) of this
Section.

            (d) Purchasers of Restricted Securities in reliance of Regulation S
under the Securities Act ("Regulation S") may exchange such Restricted
Securities for a beneficial interest in a Global Security following the
expiration of the "40-day restricted period" within the meaning of Regulation S
by delivering (1) any such Restricted Securities, duly endorsed as provided
herein; (2) instructions from such Holder directing the Trustee to create a
beneficial interest in such Global Security and the authorized denomination or
denominations of such beneficial interest to be created; and (3) such other
certificates, legal opinions or other information as the Company may reasonably
require.

            (e) After a transfer of any Securities during the period of the
effectiveness of a Shelf Registration Statement with respect to the Securities,
all requirements pertaining to legends on such Security will cease to apply, the
requirements requiring any such Security issued to certain Holders be issued in
global form will cease to apply, and a certificated Security without legends
will be available to the Holder of such Securities.

                                   ARTICLE III

                                 The Securities

            SECTION 3.01. Title and Terms. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
limited to $600,000,000, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 3.04, 3.05, 3.06, 9.06, 11.08 or 12.02.

            The Securities shall be known and designated as the "6% Convertible
Preferred Equivalent Obligations due 2006" of the Company. Their Mandatory
Redemption Date shall be November 1, 2006, and the Securities shall bear
interest at the rate of 6% per annum, from November 6, 1996, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, payable quarterly in cash in arrears on February 1, May
1, August 1
<PAGE>   27

                                                                              18


and November 1 of each year, commencing February 1, 1997, until the principal
thereof is paid or made available for payment; provided, however, that if (i) on
or prior to May 5, 1997, a shelf registration statement with respect to resales
of the Securities and the Shares of Common Stock issuable upon conversion
thereof has not been filed with the Securities and Exchange Commission or (ii)
on or prior to July 4, 1997, such shelf registration statement is not declared
effective (each, a "Registration Default"), additional interest will accrue on
the Securities, from and including the day following such Registration Default
to but excluding the day on which such Registration Default has been cured.
Additional interest will be paid quarterly in arrears, with the first quarterly
payment due on the first Interest Payment Date following the date on which such
additional interest begins to accrue, and will accrue at a rate per annum of
0.25% of the principal amount of the Securities, to and including the 90th day
following such Registration Default and thereafter at a rate per annum of 0.50%
until such Registration Default has been cured.

            Payments (whether in cash or Common Stock) due on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York and at any other office or agency maintained by
the Company for such purpose. If any such payment is in cash, it shall be
payable by United States dollar check drawn on, or wire transfer (provided that
appropriate wire instructions have been received by the Trustee at least 15 days
prior to the applicable date of payment) to a United States dollar account
maintained by the Holder with, a bank located in New York City; provided,
however, that at the option of the Company payment of interest in cash may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

            The Securities shall be redeemable as provided in Article XI.

            The Securities shall be convertible into Common Stock of the Company
as provided in Article XII.

            The Securities shall be subordinated in right of payment to Debt
Obligations as provided in Article XIII.

            The Securities shall be subject to mandatory exchange as provided in
Article XIV.
<PAGE>   28

                                                                              19


            Payments on the Securities shall be made in the form described in
Section 10.01.

            SECTION 3.02. Denominations. The Securities shall be issuable only
in registered form without coupons and only in denominations of $50.00 and any
integral multiple thereof.

            SECTION 3.03. Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant Secretaries
except no corporate seal shall be required for Temporary Securities issued
pursuant to Section 3.04; provided, further, that any person duly designated by
the Chairman of the Board, the President, a Vice-President or any other officer
of the Company may execute the securities on behalf of any or all such persons
listed above. The signature of any of these officers on the Securities may be
manual or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence,
<PAGE>   29

                                                                              20


and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

            SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities, at any office or agency of the Company designated pursuant to
Section 10.02, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

            SECTION 3.05. Registrar, Paying Agent and Conversion Agent. (a) The
Company shall maintain in the Borough of Manhattan, City of New York, State of
New York and in a European city (only in connection with clauses (ii) and (iii)
below) (i) an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), (ii) an office or agency
where Securities may be presented for payment ("Paying Agent") and (iii) an
office or agency where Securities may be presented for conversion ("Conversion
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange (the "Security Register"). The Company may appoint the
Registrar, the Paying Agent and the Conversion Agent and may appoint one or more
co-registrars, one or more additional paying agents and one or more additional
conversion agents in such other locations as it shall determine. The term
"Paying Agent" includes any additional paying agent and, with respect to
payments hereunder by delivery of Common Stock, may include
<PAGE>   30

                                                                              21


the Stock Transfer Agent, and the term "Conversion Agent" includes any
additional conversion agent. The Company may change any Paying Agent, Registrar,
co-registrar or Conversion Agent without prior notice to any Holder. The Company
shall notify the Trustee of the name and address of any Agent not a party to
this Indenture. If the Company fails to appoint or maintain another entity as
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such. The
Company or any of its Affiliates may act as Paying Agent, Registrar,
co-registrar or Conversion Agent.

            Upon surrender for registration of transfer of any Security at an
office or agency of the Company, the Company shall execute, and the Trustee
shall register on the Security Register and shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any authorized denominations, of a like aggregate principal amount.

            At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

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

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of
<PAGE>   31

                                                                              22


Securities, other than exchanges pursuant to Section 3.04, 9.06, 11.08, 12.01 or
12.02 not involving any transfer.

            Neither the Company nor the Trustee or Registrar shall be required
(a) to issue, authenticate or register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities selected for redemption
under Section 11.04 and ending at the close of business on the day of such
mailing or (b) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.

            (b) Notwithstanding any provision to the contrary herein, so long as
a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Section 2.02
and this Section; provided, however, that beneficial interests in a Global
Security may be transferred to persons who take delivery thereof in the form of
a beneficial interest in the same Global Security in accordance with the
transfer restrictions set forth in the Restricted Securities Legend and under
the heading "Notice to Investors" in the Offering Memorandum.

            (i) Except for transfers or exchanges made in accordance with any of
      clauses (b)(ii) through (iv) of this Section, transfers of a Global
      Security shall be limited to transfers of such Global Security in whole,
      but not in part, to nominees of the Depositary or to a successor of the
      Depositary or such successor's nominee.

            (ii) Global Security to Restricted Security. If an owner of a
      beneficial interest in a Global Security deposited with the Depositary or
      with the Trustee as custodian for the Depositary wishes at any time to
      transfer its interest in such Global Security to a person who is required
      to take delivery thereof in the form of a Restricted Security, such owner
      may, subject to the rules and procedures of the Depositary, cause the
      exchange of such interest for one or more Restricted Securities of any
      authorized denomination or denominations and of the same aggregate
      principal amount. Upon receipt by the Trustee, as Registrar, at its office
      in The City of New York of (1) instructions from the Depositary directing
      the Trustee, as Registrar,
<PAGE>   32

                                                                              23


      to authenticate and deliver one or more Restricted Securities of the same
      aggregate principal amount as the beneficial interest in the Global
      Security to be exchanged, such instructions to contain the name or names
      of the designated transferee or transferees, the authorized denomination
      or denominations of the Restricted Securities to be so issued and
      appropriate delivery instructions, (2) a certificate in the form of
      Exhibit B attached hereto given by the owner of such beneficial interest
      and stating that the person transferring such interest in such Global
      Security reasonably believes that the person acquiring the Restricted
      Securities for which such interest is being exchanged is an "accredited
      investor" (as defined in Rule 501(a) of Regulation D under the Securities
      Act) and is acquiring such Restricted Securities having an aggregate
      principal amount of not less than $250,000 for its own account or for one
      or more accounts as to which the transferee exercises sole investment
      discretion, (3) a certificate in the form of Exhibit C attached hereto
      given by the person acquiring the Restricted Securities for which such
      interest is being exchanged, to the effect set forth therein, and (4) such
      other certifications, legal opinions or other information as the Company
      may reasonably require to confirm that such transfer is being made
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the Securities Act, then the Trustee, as
      Registrar, as the case may be, will instruct the Depositary to reduce or
      cause to be reduced such Global Security by the aggregate principal amount
      of the beneficial interest therein to be exchanged and to debit or cause
      to be debited from the account of the person making such transfer the
      beneficial interest in the Global Security that is being transferred, and
      concurrently with such reduction and debit the Company shall execute, and
      the Trustee shall authenticate and deliver, one or more Restricted
      Securities of the same aggregate principal amount in accordance with the
      instructions referred to above.

            (iii) Restricted Security to Restricted Security. If a Holder of a
      Restricted Security wishes at any time to transfer such Restricted
      Security to a person who is required to take delivery thereof in the form
      of a Restricted Security, such Holder may, subject to the restrictions on
      transfer set forth herein and in such Restricted Security, cause the
      exchange of such
<PAGE>   33

                                                                              24


      Restricted Security for one or more Restricted Securities of any
      authorized denomination or denominations and of the same aggregate
      principal amount. Upon receipt by the Trustee, as Registrar, at its office
      in The City of New York of (1) such Restricted Security, duly endorsed as
      provided herein, (2) instructions from such Holder directing the Trustee,
      as Registrar, to authenticate and deliver one or more Restricted
      Securities of the same aggregate principal amount as the Restricted
      Security to be exchanged, such instructions to contain the name of the
      transferee and the authorized denomination or denominations of the
      Restricted Securities to be so issued and appropriate delivery
      instructions, (3) a certificate from the Holder of the Restricted Security
      to be exchanged in the form of Exhibit B attached hereto, (4) a
      certificate in the form of Exhibit C attached hereto given by the person
      acquiring the Restricted Securities for which such interest is being
      exchanged, to the effect set forth therein, and (5) such other
      certifications, legal opinions or other information as the Company may
      reasonably require to confirm that such transfer is being made pursuant to
      an exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act, then the Trustee, as Registrar, shall
      cancel or cause to be cancelled such Restricted Security and concurrently
      therewith, the Company shall execute, and the Trustee shall authenticate
      and deliver, one or more Restricted Securities of the same aggregate
      principal amount, in accordance with the instructions referred to above.

            (iv) Other Exchanges. In the event that a Global Security is
      exchanged for Securities in definitive registered form pursuant to this
      Section, prior to the effectiveness of a Shelf Registration Statement with
      respect to such Securities, such Securities may be exchanged only in
      accordance with such procedures as are substantially consistent with the
      provisions of clauses (ii) and (iii) above (including the certification
      requirements intended to ensure that such transfers comply with Rule 144A
      or Regulation S under the Securities Act, as the case may be) and such
      other procedures as may from time to time be adopted by the Company.

            (c) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of
<PAGE>   34

                                                                              25


the Registration Rights Agreement, if Securities are issued upon the transfer,
exchange or replacement of Securities bearing the Restricted Securities Legend
set forth in Exhibit A hereto, or if a request is made to remove such Restricted
Securities Legend on Securities, the Securities so issued shall bear the
Restricted Securities Legend, or the Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Company such
satisfactory evidence, which may include an opinion of counsel licensed to
practice law in the State of New York, as may be reasonably required by the
Company, that neither the legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Securities Act or, with respect
to Restricted Securities, that such Securities are not "restricted" within the
meaning of Rule 144 under the Securities Act. Upon provision of such
satisfactory evidence, the Trustee, at the direction of the Company, shall
authenticate and deliver Securities that do not bear the legend.

            (d) The Trustee shall have no responsibility for any actions taken
or not taken by the Depositary.

            (e) Each Holder of a Security agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable U.S. Federal or State securities law; provided,
however, that such indemnity shall not apply to acts of wilful misconduct or
gross negligence on the part of the Company or the Trustee, as the case may be.

            SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

            If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (b) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
<PAGE>   35

                                                                              26


authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

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

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

            SECTION 3.07. Payment of Interest; Mechanics of Payment; Interest
Rights Preserved. (a) Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest; provided, however, that the Company may make a Deferral
Election on any Interest Payment Date. Interest Arrearages will not themselves
bear interest, but so long as any Interest Arrearage remains outstanding, the
Company will be prohibited from paying (i) dividends on its Common Stock, (ii)
dividends on any Preferred Stock or (iii) interest on debt ranking pari passu
with or junior to the Securities from time to time outstanding, except with
respect to any such pari passu debt, on a pro rata basis based on the aggregate
principal amount of such debt.
<PAGE>   36

                                                                              27


            (b) In the event the Board of Directors makes a Deferral Election in
respect of any Interest Payment Date, the Company shall deliver to Holders the
Interest Payment Notice not later than 5 Business Days prior to such Interest
Payment Date.

            (c) Any Interest Arrearage on any Security may be paid by the
Company in any lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

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

            (e) Securities surrendered for conversion during the period from the
close of business on any Regular Record Date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date (except Securities
called for redemption on a Redemption Date within such period) must be
accompanied by payment in cash of an amount equal to the interest thereon which
the registered Holder is to receive; provided, that no payment shall be owed or
payable to any converting Holder if the Board of Directors of the Company shall
have elected to defer the interest payment to be made on such Interest Payment
Date pursuant to paragraph (a) of this Section. No other adjustment for interest
or dividends, including for any Interest Arrearages, is to be made upon
conversion. Fractional shares of Common Stock will not be issued upon
conversion, but in lieu thereof the Company will pay a cash adjustment in the
manner set forth in Section 12.03.

            SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
the principal or Redemption Price of and (subject to Section 3.07) interest on
such Security and for all other purposes whatsoever, whether or not such
Security
<PAGE>   37

                                                                              28


is overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

            SECTION 3.09. Cancellation. All Securities surrendered for payment,
redemption, registration of transfer or exchange or conversion shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be delivered to the Company by the
Trustee.

            SECTION 3.10. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

            SECTION 3.11. CUSIP Number. The Company in issuing Securities may
use a "CUSIP" number, and if so, the Trustee may use the CUSIP number in notices
of redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities. The Company will promptly notify the Trustee of any change in
the CUSIP number.

            SECTION 3.12. Treatment of the Securities for U.S. Federal Income
Tax Purposes. (a) For purposes of Section 385(c) of the Internal Revenue Code of
1986, as amended, the Company hereby characterizes the Securities as stock and
not as indebtedness for U.S. Federal income tax purposes.

            (b) The Company and each holder of a Security, by its acceptance and
holding of such Security, agree to treat the Securities as convertible preferred
stock (treated as equity and not as indebtedness) for U.S. Federal income tax
purposes. Neither the Company nor any such holder of the Securities shall take
any position on any Federal, state or local income or franchise tax return, or
take any other
<PAGE>   38

                                                                              29


action or reporting position for tax purposes, that is inconsistent with such
treatment.

                                   ARTICLE IV

                           Satisfaction and Discharge

            SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any surviving rights
of conversion, registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when any of the following shall have occurred:

            (a) (i) all Securities theretofore authenticated and delivered
      (other than (A) Securities which have been destroyed, lost or stolen and
      which have been replaced or paid as provided in Section 3.06 and (B)
      Securities for whose payment money and/or Common Stock has theretofore
      been deposited in trust or segregated and held in trust by the Company and
      thereafter repaid or redelivered to the Company or discharged from such
      trust, as provided in Section 10.03) have been delivered to the Trustee
      for cancellation;

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

                        (A) have become due and payable, or

                        (B) will become due and payable at their Mandatory
                  Redemption Date within one year, or

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

            and the Company, in the case of (A), (B) or (C) above, has deposited
            or caused to be deposited with the Trustee as trust funds in trust
            for that purpose (I) money in an amount, or (II) U.S. Government
            Obligations that, through the scheduled
<PAGE>   39

                                                                              30


            payment of principal and interest in respect thereof in accordance
            with their terms will provide, not later than one day before the due
            date of any payment, money in an amount or (III) a combination
            thereof in each case sufficient to pay and discharge the entire
            obligation on such Securities not theretofore delivered to the
            Trustee for cancellation to the date of such deposit (in the case of
            Securities which have become due and payable) or to the Redemption
            Date, as the case may be and, in the case of (B) or (C) above, has
            delivered to the Trustee an Opinion of Counsel stating that (1) the
            Company has received from, or there has been published by, the
            Internal Revenue Service a ruling or (2) since the date of the
            Indenture, there has been a change in the applicable United States
            Federal income tax law, in either case to the effect that, and based
            thereon such Opinion of Counsel shall confirm that, the Holders of
            the Securities will not recognize income, gain or loss for United
            States Federal income tax purposes as a result of such satisfaction
            and discharge 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 satisfaction and discharge had not
            occurred; or

                  (iii) the Securities have been exchanged or deemed exchanged
            for shares of Series C Preferred Stock in accordance with Article
            XIV hereof and the Company has not defaulted in the delivery of
            shares of Series C Preferred Stock or the payment of all accrued and
            unpaid interest to the Mandatory Redemption Date;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee
<PAGE>   40

                                                                              31


under Section 6.06 and the obligations of the Company to any Authenticating
Agent under Section 6.12 shall survive.

            SECTION 4.02. Application of Trust Money. All money deposited with
the Trustee pursuant to Section 4.01 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, Redemption Price and interest for whose
payment such money has been deposited with the Trustee. All moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.01 (and
held by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon receipt by the Trustee of an
Officers' Certificate.

                                   ARTICLE V

                                    Remedies

            SECTION 5.01. Collection of Obligations and Suits for Enforcement by
Trustee. The Company covenants that if:

            (a) default is made with respect to any payment due on (including
      any Interest Arrearage) any Security at the Mandatory Redemption Date
      thereof; or

            (b) there is a failure to redeem any Security required to be
      redeemed on an Optional Redemption Date pursuant to the provisions of this
      Indenture;

the Company will, upon demand of the Trustee, pay to it (in cash and/or Common
Stock, as elsewhere herein provided), for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for the
principal or Redemption Price of and interest thereon, together with interest
upon the overdue principal or Redemption Price, at the rate borne by the
Securities; and, in addition thereto, such further amount (payable in cash) as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.
<PAGE>   41

                                                                              32


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

            SECTION 5.02. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal or Redemption Price of the Securities shall then be due and payable as
therein expressed and irrespective of whether the Trustee shall have made any
demand on the Company for the payment thereof) shall be entitled and empowered,
by intervention in such proceeding or otherwise,

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

            (b) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same after deduction
      of its charges and expenses;

and any receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the
<PAGE>   42

                                                                              33


Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.06.

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

            SECTION 5.03. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

            SECTION 5.04. Application of Money Collected. Subject to Article
XIII, any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or Redemption
Price or interest upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

            (a) to the payment of all amounts due the Trustee under Section
      6.06;

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

            (c) to the payment of the remainder, if any, to the Company, its
      successors or assigns, or to whomsoever may
<PAGE>   43

                                                                              34


      be lawfully entitled to the same, or as a court of competent jurisdiction
      may determine.

            SECTION 5.05. Limitation on Suits. No Holder of any Security shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

            (a) the Holders of not less than 25% in principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in its own name as Trustee hereunder;

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

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

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

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

            SECTION 5.06. Right of Holders To Receive Principal, Premium and
Interest and To Convert. Notwithstanding any other provision in this Indenture,
but subject to Article XIII, the Holder of any Security shall have the right to
receive payment of the principal or Redemption Price of and (subject to Section
3.07(e)) interest on such Security on the Mandatory Redemption Date expressed in
such Security (or on any other Redemption Date) and to convert such Security in
accordance with Article XII and to institute suit for the enforcement of any
such payment and
<PAGE>   44

                                                                              35


right to convert, and such rights shall not be impaired without the consent of
such Holder.

            SECTION 5.07. Restoration of Rights and Remedies. If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

            SECTION 5.08. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 5.09. Delay or Omission Not Waiver. No delay or omission of
the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any default shall impair any such right or remedy or constitute a
waiver of any such default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

            SECTION 5.10. Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities 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;
provided that:

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

            (b) such direction is not unduly prejudicial to the other Holders or
      may involve the Trustee in personal
<PAGE>   45

                                                                              36


      liability or if the Trustee determines that it does not have sufficient
      indemnity against any loss or expense connected to such action; and

            (c) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such direction.

            SECTION 5.11. Waiver of Past Defaults. The Holders of not less than
a majority in principal amount of the Outstanding Securities may on behalf of
the Holders of all the Securities waive any past default hereunder and its
consequences, except a default:

            (a) in the payment of the principal or Redemption
      Price of or interest on any Security; or

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

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

            SECTION 5.12. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Security by such Holder's 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 and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities or to any suit instituted by any Holder for the
enforcement of the payment of the principal or Redemption Price of or interest
on any Security on or after
<PAGE>   46

                                                                              37


the Mandatory Redemption Date expressed in such Security (or on or after any
other Redemption Date) or for the enforcement of the right to convert any
Security in accordance with Article XII.

            SECTION 5.13. Waiver of Stay, Usury or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, usury or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

            SECTION 5.14. Voting Rights Upon a Deferral Trigger Event. (a) Upon
a Deferral Trigger Event, the Company shall use its reasonable best efforts to
cause the Board of Directors to appoint two nominees designated by the Holders
of a majority in principal amount of the Outstanding Securities (the "CPE
Nominees") to the Board of Directors until the next annual meeting of the
shareholders of the Company, at which time the Company shall submit such
appointment to the shareholders for their approval; provided, however, that if
such shareholder approval is not obtained, the above-described procedure shall
continue to be in effect.

            (b) The CPE Nominees, if appointed to the Board of Directors, will
promptly resign upon receipt of notice from the Company that all Interest
Arrearages with respect to the Securities have been paid.

                                   ARTICLE VI

                                   The Trustee

            SECTION 6.01. Certain Duties and Responsibilities. (a) The Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee.
<PAGE>   47

                                                                              38


            (b) In the absence of wilful misconduct on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture, but, in the case
of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether they conform to the requirements
of this Indenture.

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

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

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

            (iii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in accordance with the direction of the
      Holders of a majority in principal amount of the Outstanding Securities
      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; and

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

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.
<PAGE>   48

                                                                              39


            SECTION 6.02. Certain Rights of Trustee. Except as otherwise
provided in Section 6.01:

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

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

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

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

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

            (f) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note or other paper or document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or matters as
<PAGE>   49

                                                                              40


      it may see fit, and, if the Trustee shall determine to make such further
      inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Company, personally or by agent or attorney;

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

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

            SECTION 6.03. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company or any Paying Agent other than the Trustee of
Securities or the proceeds thereof.

            SECTION 6.04. May Hold Securities. The Trustee, any Authenticating
Agent, any Paying Agent, any Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner of Securities and,
subject to Section 6.11 and to Section 310(b) of the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Registrar or such other agent.

            Subject to Section 310(b) of the Trust Indenture Act, the Trustee
may become and act as trustee under other indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding in the same manner as if it were not Trustee.

            SECTION 6.05. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The
<PAGE>   50

                                                                              41


Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Company.

            SECTION 6.06. Compensation and Reimbursement. The Company agrees:

            (a) to pay to the Trustee from time to time such compensation as may
      be agreed upon by the Trustee and the Company from time to time for all
      services rendered by it hereunder (which compensation shall not be limited
      by any provision of law in regard to the compensation of a trustee of an
      express trust);

            (b) to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (including the reasonable
      compensation and the expenses and disbursements of its agents, counsel and
      other persons not regularly in its employ), except to the extent any such
      expense,, disbursement or advance may be attributable to its negligence or
      bad faith; and

            (c) to indemnify the Trustee (in its individual capacity and as
      Trustee), its officers, directors, attorneys-in-fact and agents for, and
      to hold each such person harmless against, any and all loss, claim,
      damage, liability or expense, including taxes (other than taxes based on
      the income of such person) incurred without negligence or bad faith on
      such person's part, arising out of or in connection with the acceptance or
      administration of this trust, including the costs and expenses of
      defending itself against or investigating any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder.

            The obligations of the Company under this Section 6.06 to compensate
      and indemnify the Trustee and to pay or reimburse the Trustee for
      expenses, disbursements and advances shall constitute additional
      obligations hereunder and shall survive the satisfaction and discharge of
      this Indenture. To secure the Company's payment obligations in this
      Section 6.06, the Trustee shall have a lien prior to the Securities on all
      money or property held or collected by the Trustee except money or
      property held in trust to pay the principal of or Redemption Price of or
      interest on
<PAGE>   51

                                                                              42


      particular Securities and such lien shall survive the satisfaction and
      discharge of the Indenture and any other termination of the Indenture
      including any termination under any bankruptcy law. When the Trustee
      incurs expenses or renders services in connection herewith, the Holders by
      their acceptance of the Securities hereby agree that such expenses and the
      compensation for such services are intended to constitute expenses of
      administration under any bankruptcy law. "Trustee" for the purposes of
      this Section 6.06 shall include any predecessor Trustee, but the
      negligence or willful misconduct of any Trustee shall not affect the
      indemnification of any other Trustee.

            SECTION 6.07. Corporate Trustee Required; Eligibility. The Trustee
shall at all times satisfy the requirements of Section 310 of the Trust
Indenture Act and together with its immediate parent maintain a combined capital
and surplus of at least $50,000,000, be subject to supervision or examination by
Federal or State authority and have its Corporate Trust Office in The City of
New York. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

            SECTION 6.08. Resignation and Removal; Appointment of Successor. (a)
No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.09. If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of notice of resignation or removal, the Trustee
resigning or being removed may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Company.
<PAGE>   52

                                                                              43


            (c) The Trustee may be removed at any time by Act of the Holders of
a majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

            (d) If at any time:

            (i) the Trustee shall cease to be eligible under Section 6.07 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder; or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, or (B) subject to Section 5.14, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, the Trustee
or any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee.
<PAGE>   53

                                                                              44


            (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

            SECTION 6.09. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges pursuant to
Section 6.06, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts. Any retiring Trustee shall, nevertheless, retain a lien on
all property or funds held or collected by such Trustee (except money or
property held in trust to pay the principal or Redemption Price or interest on
particular Securities) to secure any amounts then due pursuant to the provisions
of Section 6.06.

            Upon acceptance of appointment by a successor Trustee as provided in
this Section, the Company shall cause such successor Trustee to mail notice of
succession of such Trustee hereunder to all Holders of Securities as the names
and addresses of such Holders appear on the Security Register.

            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be eligible under this Article
and qualified under Section 310 of the Trust Indenture Act.

            SECTION 6.10. Merger, Conversion, Consolidation or Succession to
Business. Any trust company, banking
<PAGE>   54

                                                                              45


corporation or national banking association into which the Trustee may be merged
or converted or with which it may be consolidated, or any trust company, banking
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any trust
company, banking corporation or national banking association succeeding to all
or substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided, that such trust company, banking
corporation or national banking association shall be otherwise eligible under
this Article and qualified under Section 310 of the Trust Indenture Act, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

            SECTION 6.11. Preferential Collection of Claims Against Company. The
Trustee is subject to Section 311(a) and (b) of the Trust Indenture Act. Any
Trustee that has resigned or been removed shall be subject to Section 311(a) and
(b) of the Trust Indenture Act to the extent indicated therein.

            SECTION 6.12. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and
<PAGE>   55

                                                                              46


surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent herein. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of his Section.
<PAGE>   56

                                                                              47


            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

            If an appointment is made pursuant to this Section, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form: This is one of the Securities referred to in the within-mentioned
Indenture.


Dated:


                                       THE BANK OF NEW YORK, as
                                       Trustee,

                                       by________________________________
                                         As Authenticating Agent

                                       by________________________________
                                         Authorized Signatory
<PAGE>   57

                                                                              48


                                   ARTICLE VII

               Holders' Lists and Reports by Trustee and Company

            SECTION 7.01. Company To Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

            (a) quarterly, not more than 15 days after each Regular Record Date,
a list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of such Regular Record Date, and

            (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Registrar.

            SECTION 7.02. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.01 upon
receipt of a new list so furnished.

            (b) If three or more Holders (herein referred to as "applicants")
apply in writing to the Trustee, and furnish to the Trustee reasonable proof
that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders with respect to their
rights under this Indenture or under the Securities and is accompanied by a copy
of the form of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five Business
<PAGE>   58

                                                                              49


Days after the receipt of such application, at its election, either:

            (i) afford such applicants access to the information preserved at
the time by the Trustee in accordance with Section 7.02(a), or

            (ii) inform such applicants as to the approximate number of Holders
whose names and addresses appear in the information preserved at the time by the
Trustee in accordance with Section 7.02(a), and as to the approximate cost of
mailing to such Holders the form of proxy or other communication, if any,
specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a) a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

            (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
<PAGE>   59

                                                                              50


disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

            SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant hereto. If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within 60 days after each May 15 following the
date of this Indenture, deliver to Holders a brief report, dated as of such May
15, which complies with the provisions of such Section 313(a).

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

            SECTION 7.04. SEC Reports; Reports by Company. (a) Whether or not
required by the rules and regulations of the SEC, so long as any Securities are
outstanding, the Company shall file with the Commission and, if requested,
furnish to the Trustee and to the Holders all quarterly and annual financial
information required to be contained in a filing with the Commission on Forms
10-Q and 10-K, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and, with respect to annual information
only, a report thereon by the Company's certified independent accountants;

            (b) The Company shall also (1) file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants of this
Indenture as may be required from time to time by such rules and regulations;
and (2) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the Trustee,
such summaries of any information, documents and reports required to be filed by
the Company
<PAGE>   60

                                                                              51


pursuant to paragraphs (b)(1) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

            (c) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

            SECTION 7.05. Compliance Certificate. The Company shall deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company,
an Officers' Certificate stating that a review of the activities of the Company
and its subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under, and
complied with the covenants and conditions contained in, this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Company has kept, observed, performed and fulfilled
each and every covenant, and complied with the covenants and conditions
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof and that to the
best of his knowledge no event has occurred and remains in existence by reason
of which any payments on account of the Securities are prohibited.

            One of the Officers signing such Officers' Certificate shall be
either the Company's principal executive officer, principal financial officer or
principal accounting officer.

                                  ARTICLE VIII

                  Consolidation, Merger, Conveyance or Transfer

            SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey or transfer its
<PAGE>   61

                                                                              52


properties and assets substantially as an entirety to any Person, unless:

            (a) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Company substantially as an entirety
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Trustee, in form satisfactory to the Trustee, the due and
      punctual payment of the principal or Redemption Price of and interest on
      all the Securities and the performance of every covenant of this Indenture
      on the part of the Company to be performed or observed and shall have
      provided for conversion rights in accordance with Section 12.10; and

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

            SECTION 8.02. Successor Corporation Substituted. Upon any
consolidation or merger or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
8.01, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation had been named as the Company herein, and thereafter the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.

                                   ARTICLE IX

                             Supplemental Indentures

            SECTION 9.01. Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, when authorized by a Board Resolution, the
Company may and the Trustee, at any time and from time to time, shall enter into
<PAGE>   62

                                                                              53


one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

            (b) to add to the covenants of the Company for the benefit of the
      Holders, or to surrender any right or power herein conferred upon the
      Company; or

            (c) to make provision with respect to the conversion rights of
      Holders pursuant to the requirements of Section 12.06; or

            (d) to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture; provided, that such action shall not adversely
      affect the interests of the Holders in any material respect; or

            (e) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to effect or maintain the
      qualification of this Indenture under the Trust Indenture Act, or under
      any similar Federal statute hereafter enacted.

            SECTION 9.02. Supplemental Indentures with Consent of Holders. With
the consent of the Holders of not less than two-thirds in principal amount of
the Outstanding Securities, by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, may and the
Trustee shall enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

            (a) change the Mandatory Redemption Date of any Security, or the due
      date of any installment of interest on, any Security, or reduce the
      principal amount or
<PAGE>   63

                                                                              54


      Redemption Price thereof or the rate of interest thereon, or change the
      place of payment where, or the coin or currency in which, any Security or
      any payment thereon is payable, or impair the right to institute suit for
      the enforcement of any such payment on or after the Mandatory Redemption
      Date (or on or after other Redemption Dates), or adversely affect the
      right to convert any Security as provided in Article XII, or adversely
      affect the right to require the Company to redeem the Securities as
      provided in Article XI or modify the provisions of this Indenture with
      respect to the subordination of the Securities in a manner adverse to the
      Holders, or

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

            (c) modify any of the provisions of this Section or Section 5.11,
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby.

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

            SECTION 9.03. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.
<PAGE>   64

                                                                              55


            SECTION 9.04. Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture under this Article, this Indenture shall be, and
shall be deemed to be, modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

            SECTION 9.05. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

            SECTION 9.06. Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company or the Trustee shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                                    ARTICLE X

                                    Covenants

            SECTION 10.01. Payment of Principal, Premium and Interest. The
Company will duly and punctually pay or cause to be paid by no later than one
Business Day prior to the date such payment is due the principal or Redemption
Price of and interest on the Securities in accordance with the terms of the
Securities and this Indenture; provided, however, that the Company may defer
paying interest on any Interest Payment Date to the extent provided in Section
3.07.

            (b) Except as set forth in the immediately succeeding sentence, the
Company shall make all payments in respect of the Securities (including
principal, premium interest and Interest Arrearages) in cash. The Company may
make any principal payments due on the Securities on the Mandatory Redemption
Date (i) in cash, (ii) by delivery of Common Stock (in the manner described in
paragraph (c) of
<PAGE>   65

                                                                              56


this Section); or (iii) through any combination of the foregoing.

            (c) If the Company elects to deliver any Common Stock in payment of
principal on the Mandatory Redemption Date, the Company shall deliver, in the
aggregate, the number of shares of Common Stock equal to (i) the aggregate
amount of principal that is not being paid in cash, divided by (ii) the Average
Market Value of the Common Stock. No fractional shares of Common Stock will be
delivered to a Holder, but the Company shall instead pay a cash adjustment
determined as set forth in Section 12.03. Any portion of principal that is not
paid through the delivery of shares of Common Stock shall be paid in cash.

            SECTION 10.02. Maintenance of Office or Agency. The Company will
maintain in The City of New York and in a European city an office or agency
where Securities may be presented or surrendered for payment or repurchase where
Securities may be surrendered for registration of transfer or exchange, where
Securities may be surrendered for conversion and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such offices or agencies. If at any time the
Company shall fail to maintain any such required offices or agencies or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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

            SECTION 10.03. Security Payments To Be Held in Trust. If the Company
shall at any time act as its own Paying Agent it will, on or before each due
date with respect
<PAGE>   66

                                                                              57


to any of the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto the applicable amount of cash or Common Stock, as the
case may be, sufficient to pay, in the case of a cash payment, or deliver, in
the case of delivery of Common Stock, the amount so becoming due and not
deferred pursuant to a Deferral Election until such cash shall be paid or such
Common Stock shall be delivered to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

            Whenever the Company shall have one or more Paying Agents, it will
prior to each due date with respect to any Securities, deposit with a Paying
Agent the applicable amount of cash or Common Stock, as the case may be,
sufficient to pay, in the case of a cash payment, or deliver, in the case of
delivery of Common Stock, the amount so becoming due and not deferred pursuant
to a Deferral Election, to be held in trust for the benefit of the Persons
entitled to such payment or delivery, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

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

            (a) hold all cash or Common Stock, as the case may be, held by it
      for payment or delivery with respect to Securities in trust for the
      benefit of the Persons entitled thereto until such sums shall be paid or
      delivered to such Persons or otherwise disposed of as herein provided;

            (b) give the Trustee notice of any default by the Company (or any
      other obligor upon the Securities) in the making of any payment or
      delivery that has not been deferred pursuant to a Deferral Election; and

            (c) at any time during the continuance of any such default, upon the
      written request of the Trustee, forthwith pay, in the case of cash, or
      deliver, in the case of Common Stock, to the Trustee all such cash or
      Common Stock so held in trust by such Paying Agent.
<PAGE>   67

                                                                              58


            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, in
the case of cash, or deliver, in the case of Common Stock, or by Company Order
direct any Paying Agent to pay, in the case of cash, or deliver, in the case of
Common Stock, to the Trustee all such cash or Common Stock held in trust by the
Company or such Paying Agent, to be held by the Trustee upon the same trusts as
those upon which such cash or Common Stock were held by the Company or such
Paying Agent; and, upon such payment or delivery, as the case may be, by the
Company or any Paying Agent to the Trustee, the Company or such Paying Agent
shall be released from all further liability with respect to such cash or Common
Stock.

            The Company may use, with respect to Security payments by delivery
of Common Stock, its then current transfer agent to act as a Paying Agent.

            Any cash or Common Stock deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for payment or delivery with
respect to any Security and remaining unclaimed for two years after the
applicable due date shall be returned to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment or delivery thereof, and all liability of the Trustee or
such Paying Agent with respect to such cash or Common Stock, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
return, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such cash or Common Stock remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such cash or Common Stock
then remaining will be returned to the Company.

            SECTION 10.04. Corporate Existence. Subject to Article VIII, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any such right or
<PAGE>   68

                                                                              59


franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

            SECTION 10.05. Waiver of Certain Covenants. The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Section 10.04, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall
remain in full force and effect.

                                   ARTICLE XI

                            Redemption of Securities

            SECTION 11.01. Right of Redemption; Mechanics of Redemption. The
Securities (i) may be redeemed, pursuant to an Optional Redemption (as described
in Section 6 of the Security), at the election of the Company, as a whole or
from time to time in part, at any time permitted under the terms of such Section
of the Securities, and (ii) shall be redeemed at the Mandatory Redemption Date,
any such Redemption at the Redemption Prices specified in the Security set forth
for redemptions, together with accrued interest to the applicable Redemption
Date. In the event the Company elects to effect an Optional Redemption, the
Company shall deliver the Redemption Notice no later than 10 Business Days prior
to each such Redemption Date.

            SECTION 11.02. Applicability of Article. Redemption of Securities at
the election of the Company or otherwise as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and
this Article.

            SECTION 11.03. Election To Redeem. The election of the Company to
redeem any Securities pursuant to Section 11.01 shall be evidenced by a Board
Resolution.
<PAGE>   69

                                                                              60


            SECTION 11.04. Selection by Trustee of Securities To Be Redeemed. If
less than all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 20 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities not previously called for
redemption, pro rata or by lot or by such other method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to $50.00 or any integral multiple thereof) of the principal
amount of Securities of a denomination larger than $50.00.

            If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection but not for the
purpose of the payment of the Redemption Price.

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

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

            SECTION 11.05. Notice of Redemption. Whenever a Redemption Notice is
required to be delivered to the Holders, such Notice shall provide the
information set forth in the definition thereof and be given by first class
mail, postage prepaid to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.

            In addition, all Redemption Notices shall identify the Securities to
be redeemed (including CUSIP number) and shall state:

            (1) the Redemption Date;
<PAGE>   70

                                                                              61


            (2) the Redemption Price;

            (3) if less than all the Outstanding Securities are to be redeemed,
      the identification and the principal amounts of the particular Securities
      to be redeemed;

            (4) that on the Redemption Date the Redemption Price, together with
      (unless the Redemption Date shall be an Interest Payment Date) interest
      accrued and unpaid to the Redemption Date, will become due and payable
      upon each such Security to be redeemed and that interest thereon will
      cease to accrue on and after said date;

            (5) the conversion price, the date on which the right to convert the
      principal of the Securities to be redeemed will terminate and the place or
      places where such Securities may be surrendered for conversion; and

            (6) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price.

            The Redemption Notice shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company;
provided, however, that if the Company so requests, it shall provide the Trustee
adequate time, as reasonably determined by the Trustee, to deliver such notices
in a timely fashion.

            SECTION 11.06. Deposit of Redemption Price. Prior to any Redemption
Date in connection with an Optional Redemption, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust) an amount of consideration sufficient
to pay the Redemption Price of and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on all the Securities which are to be
redeemed on that date other than any Securities called for redemption on that
date which have been converted prior to the date of such deposit.

            If any Security called for redemption is converted, any cash
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in Section 3.07(e)) be paid to the Company upon Company Request or, if
then held by the Company, shall be discharged from such trust.
<PAGE>   71

                                                                              62


            SECTION 11.07. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid, subject
to Section 3.07(e), by the Company at the Redemption Price, together with
accrued interest to the Redemption Date.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price thereof, exclusive of
accrued interest, shall, until paid, bear interest from the Redemption Date at
the rate borne by the Security.

            SECTION 11.08. Securities Redeemed in Part. Any Security which is to
be redeemed only in part shall be surrendered at any office or agency of the
Company designated for that purpose (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                   ARTICLE XII

                            Conversion of Securities

            SECTION 12.01. Conversion Privilege and Conversion Price. Subject to
and upon compliance with the provisions of this Article, at the option of the
Holder thereof, any Security or any portion of the principal amount thereof
which is $50.00 or an integral multiple thereof may be converted at the
principal amount thereof, or of such portion thereof, into fully paid and
nonassessable shares (calculated as to each conversion to the nearest 1/100 of a
share) of Common Stock of the Company, at the conversion price, determined as
hereinafter provided, in effect at the time of conversion.
<PAGE>   72

                                                                              63


Such conversion right shall expire at the close of business on the Business Day
preceding the Mandatory Redemption Date. In case a Security or portion thereof
is called for redemption, such conversion right in respect of the Security or
portion so called shall expire at the close of business on the Business Day
preceding the Redemption Date, unless the Company defaults in making the payment
due upon redemption.

            The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") shall be initially $20.00 per
share of Common Stock. The Conversion Price shall be adjusted in certain
instances as provided in Section 12.04 and Section 12.06.

            SECTION 12.02. Exercise of Conversion Privilege. In order to
exercise the conversion privilege, the Holder of any Security to be converted
shall surrender such Security, duly endorsed or assigned to the Company or in
blank, at any office or agency of the Company maintained for that purpose,
accompanied by written notice to the Company at such office or agency that the
Holder elects to convert such Security or, if less than the entire principal
amount thereof is to be converted, the portion thereof to be converted. In
connection with the exercise of the conversion privilege by a Holder prior to a
Redemption Date, a Holder's right to exercise his conversion privilege shall
terminate at the close of business on the Business Day prior to the Redemption
Date. Securities surrendered for conversion during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date shall (except in the case
of Securities or portions thereof which have been called for redemption on a
Redemption Date within such period) be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount in
cash equal to the interest payable on such Interest Payment Date on the
principal amount of Securities being surrendered for conversion. Except as
provided in the preceding sentence and subject to Section 3.07(e), no payment or
adjustment shall be made upon any conversion on account of any interest accrued
on the Securities surrendered for conversion or on account of any dividends on
the Common Stock issued upon conversion. In no event shall the Company be
obligated to pay any converting Holder any unpaid Interest Arrearages upon
conversion.

            Securities shall be deemed to have been converted immediately prior
to the close of business on the day of surrender of such Securities for
conversion in accordance
<PAGE>   73

                                                                              64


with the foregoing provisions, and at such time the rights of the Holders of
such Securities as Holders shall cease, and the person or persons entitled to
receive the Common Stock issuable upon conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable on or after the conversion date, the Company shall issue
and shall deliver at such office or agency a certificate or certificates for the
number of full shares of Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section 12.03.

            In the case of any Security which is converted in part only, upon
such conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such Security.

            SECTION 12.03. Fractions of Shares. No fractional shares of Common
Stock shall be issued upon the conversion of Securities. If more than one
Security shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of Securities (or
specified portions thereof) so surrendered. Instead of any fractional share of
Common Stock which would otherwise be issuable upon conversion of any Security
or Securities (or specified portions thereof), the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the closing price (as defined in Section 12.04(g)(i)) per share of Common
Stock at the close of business on the Business Day prior to the day of
conversion.

            SECTION 12.04. Adjustment of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:

            (a) If the Company shall hereafter pay a dividend or make a
      distribution to all holders of the outstanding Common Stock in shares of
      Common Stock, the Conversion Price in effect at the opening of business on
      the date following the date fixed for the determination of stockholders
      entitled to receive such dividend or other distribution shall be reduced
      by multiplying such Conversion Price by a fraction of which the numerator
<PAGE>   74

                                                                              65


      shall be the number of shares of Common Stock outstanding at the close of
      business on the Record Date (as defined in Section 12.04(g)) fixed for
      such determination and the denominator shall be the sum of such number of
      shares and the total number of shares constituting such dividend or other
      distribution, such reduction to become effective immediately after the
      opening of business on the day following the Record Date. If any dividend
      or distribution of the type described in this Section 12.04(a) is declared
      but not so paid or made, the Conversion Price shall again be adjusted to
      the Conversion Price which would then be in effect if such dividend or
      distribution had not been declared.

            (b) If the Company shall offer or issue rights or warrants to all
      holders of its outstanding shares of Common Stock entitling them to
      subscribe for or purchase shares of Common Stock at a price per share less
      than the Current Market Price (as defined in Section 12.04(g)) on the
      Record Date fixed for the determination of stockholders entitled to
      purchase or receive such rights or warrants, the Conversion Price shall be
      adjusted so that the same shall equal the price determined by multiplying
      the Conversion Price in effect at the opening of business on the date
      after such Record Date by a fraction of which the numerator shall be the
      number of shares of Common Stock outstanding at the close of business on
      the Record Date plus the number of shares of Common Stock which the
      aggregate offering price of the total number of shares of Common Stock
      subject to such rights or warrants would purchase at such Current Market
      Price and of which the denominator shall be the number of shares of Common
      Stock outstanding at the close of business on the Record Date plus the
      total number of additional shares of Common Stock subject to such rights
      or warrants. Such adjustment shall become effective immediately after the
      opening of business on the day following the Record Date fixed for
      determination of stockholders entitled to purchase or receive such rights
      or warrants. To the extent that shares of Common Stock are not delivered
      pursuant to such rights or warrants, upon the expiration or termination of
      such rights or warrants the Conversion Price shall again be adjusted to be
      the Conversion Price which would then be in effect had the adjustments
      made upon the issuance of such rights or warrants been made on the basis
      of delivery of only the number of shares of
<PAGE>   75

                                                                              66


      Common Stock actually delivered. If such rights or warrants are not so
      issued, the Conversion Price shall again be adjusted to be the Conversion
      Price which would then be in effect if such date fixed for the
      determination of stockholders entitled to receive such rights or warrants
      had not been fixed. In determining whether any rights or warrants entitle
      the holders to subscribe for or purchase shares of Common Stock at less
      than such Current Market Price, and in determining the aggregate offering
      price of such shares of Common Stock, there shall be taken into account
      any consideration received for such rights or warrants, with the value of
      such consideration, if other than cash, to be determined by the Board of
      Directors.

            (c) If the outstanding shares of Common Stock shall be subdivided
      into a greater number of shares of Common Stock, the Conversion Price in
      effect at the opening of business on the day following the day upon which
      such subdivision becomes effective shall be proportionately reduced, and,
      conversely, if the outstanding shares of Common Stock shall be combined
      into a smaller number of shares of Common Stock, the Conversion Price in
      effect at the opening of business on the day following the day upon which
      such combination becomes effective shall be proportionately increased,
      such reduction or increase, as the case may be, to become effective
      immediately after the opening of business on the day following the day
      upon which such subdivision or combination becomes effective.

            (d) If the Company shall, by dividend or otherwise, distribute to
      all holders of its Common Stock shares of any class of capital stock of
      the Company (other than any dividends or distributions to which Section
      12.04(a) applies) or evidences of its indebtedness, cash or other assets
      (including securities, but excluding any rights or warrants of a type
      referred to in Section 12.04(b) and dividends and distributions paid
      exclusively in cash and excluding any capital stock, evidences of
      indebtedness, cash or assets distributed upon a merger or consolidation to
      which Section 12.06 applies) (the foregoing hereinafter in this Section
      12.04(d) called the "Distributed Securities"), then, in each such case,
      the Conversion Price shall be reduced so that the same shall be equal to
      the price determined by multiplying the Conversion Price in effect
      immediately prior to the close of
<PAGE>   76

                                                                              67


      business on the Record Date (as defined in Section 12.04(g)) with respect
      to such distribution by a fraction of which the numerator shall be the
      Current Market Price (determined as provided in Section 12.04(g)) on such
      date less the fair market value (as determined by the Board of Directors,
      whose determination shall be conclusive and described in a resolution of
      the Board of Directors) on such date of the portion of the Distributed
      Securities so distributed applicable to one share of Common Stock and the
      denominator shall be such Current Market Price, such reduction to become
      effective immediately prior to the opening of business on the day
      following the Record Date; provided, however, that, in the event the then
      fair market value (as so determined) of the portion of the Distributed
      Securities so distributed applicable to one share of Common Stock is equal
      to or greater than the Current Market Price on the Record Date, in lieu of
      the foregoing adjustment, adequate provision shall be made so that each
      Holder of Securities shall have the right to receive upon conversion of a
      Security (or any portion thereof) the amount of Distributed Securities
      such Holder would have received had such Holder converted such Security
      (or portion thereof) immediately prior to such Record Date. If such
      dividend or distribution is not so paid or made, the Conversion Price
      shall again be adjusted to be the Conversion Price which would then be in
      effect if such dividend or distribution had not been declared. If the
      Board of Directors determines the fair market value of any distribution
      for purposes of this Section 12.04(d) by reference to the actual or when
      issued trading market for any securities comprising all or part of such
      distribution, it must in doing so consider the prices in such market over
      the same period used in computing the Current Market Price pursuant to
      Section 12.04(g) to the extent possible.

            Rights or warrants distributed by the Company to all holders of
      Common Stock entitling the holders thereof to subscribe for or purchase
      shares of the Company's capital stock (either initially or under certain
      circumstances), which rights or warrants, until the occurrence of a
      specified event or events ("Dilution Trigger Event"): (i) are deemed to be
      transferred with such shares of Common Stock; (ii) are not exercisable;
      and (iii) are also issued in respect of future issuances of Common Stock,
      shall be deemed not to have been
<PAGE>   77

                                                                              68


      distributed for purposes of this Section 12.04(d) (and no adjustment to
      the Conversion Price under this Section 12.04(d) shall be required) until
      the occurrence of the earliest Dilution Trigger Event, whereupon such
      rights and warrants shall be deemed to have been distributed and an
      appropriate adjustment to the Conversion Price under this Section 12.04(d)
      shall be made. If any such rights or warrants, including any such existing
      rights or warrants distributed prior to the date of this Indenture, are
      subject to subsequent events, upon the occurrence of each of which such
      rights or warrants shall become exercisable to purchase different
      securities, evidences of indebtedness or other assets, then the occurrence
      of each such event shall be deemed to be such date of issuance and record
      date with respect to new rights or warrants (and a termination or
      expiration of the existing rights or warrants without exercise by the
      holder thereof). In addition, in the event of any distribution (or deemed
      distribution) of rights or warrants, or any Dilution Trigger Event with
      respect thereto, that was counted for purposes of calculating a
      distribution amount for which an adjustment to the Conversion Price under
      this Section 12.04 was made, (1) in the case of any such rights or
      warrants which shall all have been redeemed or repurchased without
      exercise by any holders thereof, the Conversion Price shall be readjusted
      upon such final redemption or repurchase to give effect to such
      distribution or Dilution Trigger Event, as the case may be, as though it
      were a cash distribution, equal to the per share redemption or repurchase
      price received by a holder or holders of Common Stock with respect to such
      rights or warrants (assuming such holder had retained such rights or
      warrants), made to all holders of Common Stock as of the date of such
      redemption or repurchase, and (2) in the case of such rights or warrants
      which shall have expired or been terminated without exercise by any
      holders thereof, the Conversion Price shall be readjusted as if such
      rights and warrants had not been issued.

            Notwithstanding any other provision of this Section 12.04(d) to the
      contrary, rights, warrants, evidences of indebtedness, other securities,
      cash or other assets (including, without limitation, any rights
      distributed pursuant to any stockholder rights plan) shall be deemed not
      to have been distributed for purposes of this Section 12.04(d) if the
      Company makes
<PAGE>   78

                                                                              69


      proper provision so that each Holder of Securities who converts a Security
      (or any portion thereof) after the date fixed for determination of
      stockholders entitled to receive such distribution shall be entitled to
      receive upon such conversion, in addition to the shares of Common Stock
      issuable upon such conversion, the amount and kind of such distributions
      that such Holder would have been entitled to receive if such Holder had,
      immediately prior to such determination date, converted such Security into
      Common Stock.

            For purposes of this Section 12.04(d) and Sections 12.04(a) and (b),
      any dividend or distribution to which this Section 12.04(d) is applicable
      that also includes shares of Common Stock, or rights or warrants to
      subscribe for or purchase shares of Common Stock to which Section 12.04(b)
      applies (or both), shall be deemed instead to be (1) a dividend or
      distribution of the evidences of indebtedness, assets, shares of capital
      stock, rights or warrants other than such shares of Common Stock or rights
      or warrants to which Section 12.04(b) applies (and any Conversion Price
      reduction required by this Section 12.04(d) with respect to such dividend
      or distribution shall then be made) immediately followed by (2) a dividend
      or distribution of such shares of Common Stock or such rights or warrants
      (and any further Conversion Price reduction required by Sections 12.04(a)
      and (b) with respect to such dividend or distribution shall then be made),
      except that (a) the Record Date of such dividend or distribution shall be
      substituted as "the date fixed for the determination of stockholders
      entitled to receive such dividend or other distribution", "Record Date
      fixed for such determination" and "Record Date" within the meaning of
      Section 12.04(a) and as "the date fixed for the determination of
      stockholders entitled to receive such rights or warrants", "the Record
      Date fixed for the determination of the stockholders entitled to receive
      such rights or warrants" and "such Record Date" within the meaning of
      Section 12.04(b), and (b) any shares of Common Stock included in such
      dividend or distribution shall not be deemed "outstanding at the close of
      business on the date fixed for such determination" within the meaning of
      Section 12.04(a).

            (e) If the Company shall, by dividend or otherwise, distribute to
      all holders of its Common Stock cash (excluding any cash that is
      distributed upon a
<PAGE>   79

                                                                              70


      merger or consolidation to which Section 12.06 applies or as part of a
      distribution referred to in Section 12.04(d)) in an aggregate amount that,
      combined together with (1) the aggregate amount of any other such
      distributions to all holders of its Common Stock made exclusively in cash
      within the 12 months preceding the date of payment of such distribution,
      and in respect of which no adjustment pursuant to this Section 12.04(e)
      has been made, and (2) the aggregate of any cash plus the fair market
      value (as determined by the Board of Directors, whose determination shall
      be conclusive and described in a resolution of the Board of Directors) of
      consideration payable in respect of any tender offer by the Company for
      all or any portion of the Common Stock concluded within the 12 months
      preceding the date of payment of such distribution, and in respect of
      which no adjustment pursuant to Section 12.04(f) has been made, exceeds
      10% of the product of the Current Market Price (determined as provided in
      Section 12.04(g)) on the Record Date with respect to such distribution
      times the number of shares of Common Stock outstanding on such date, then,
      and in each such case, immediately after the close of business on such
      date, the Conversion Price shall be reduced so that the same shall equal
      the price determined by multiplying the Conversion Price in effect
      immediately prior to the close of business on such Record Date by a
      fraction (i) the numerator of which shall be equal to the Current Market
      Price on the Record Date less an amount equal to the quotient of (x) the
      excess of such combined amount over such 10% and (y) the number of shares
      of Common Stock outstanding on the Record Date and (ii) the denominator of
      which shall be equal to the Current Market Price on such Record Date;
      provided, however, that, if the portion of the cash so distributed
      applicable to one share of Common Stock is equal to or greater than the
      Current Market Price of the Common Stock on the Record Date, in lieu of
      the foregoing adjustment, adequate provision shall be made so that each
      Holder of Securities shall have the right to receive upon conversion of a
      Security (or any portion thereof) the amount of cash such Holder would
      have received had such Holder converted such Security (or portion thereof)
      immediately prior to such Record Date. If such dividend or distribution is
      not so paid or made, the Conversion Price shall again be adjusted to be
      the Conversion Price which would then be in effect if such dividend or
      distribution had not been declared. Any cash distribution to all holders
      of Common Stock as to
<PAGE>   80

                                                                              71


      which the Company makes the election permitted by Section 12.04(l) and as
      to which the Company has complied with the requirements of such Section
      shall be treated as not having been made for all purposes of this Section
      12.04(e).

            (f) If a tender offer made by the Company or any of its subsidiaries
      for all or any portion of the Common Stock expires and such tender offer
      (as amended upon the expiration thereof) requires the payment to
      stockholders (based on the acceptance (up to any maximum specified in the
      terms of the tender offer) of Purchased Shares (as defined below)) of an
      aggregate consideration having a fair market value (as determined by the
      Board of Directors, whose determination shall be conclusive and described
      in a resolution of the Board of Directors) that, combined together with
      (1) the aggregate of the cash plus the fair market value (as determined by
      the Board of Directors, whose determination shall be conclusive and
      described in a resolution of the Board of Directors), as of the expiration
      of such tender offer, of consideration payable in respect of any other
      tender offers, by the Company or any of its subsidiaries for all or any
      portion of the Common Stock expiring within the 12 months preceding the
      expiration of such tender offer and in respect of which no adjustment
      pursuant to this Section 12.04(f) has been made and (2) the aggregate
      amount of any distributions to all holders of the Common Stock made
      exclusively in cash within 12 months preceding the expiration of such
      tender offer and in respect of which no adjustment pursuant to Section
      12.04(e) has been made, exceeds 10% of the product of the Current Market
      Price (determined as provided in Section 12.04(g)) as of the last time
      (the "Expiration Time") tenders could have been made pursuant to such
      tender offer (as it may be amended) times the number of shares of Common
      Stock outstanding (including any tendered shares) at the Expiration Time,
      then, and in each such case, immediately prior to the opening of business
      on the day after the date of the Expiration Time, the Conversion Price
      shall be adjusted so that the same shall equal the price determined by
      multiplying the Conversion Price in effect immediately prior to the close
      of business on the date of the Expiration Time by a fraction of which the
      numerator shall be the number of shares of Common Stock outstanding
      (including any tendered shares) at the Expiration Time multiplied by the
      Current Market Price of the Common Stock on the
<PAGE>   81

                                                                              72


      Trading Day next succeeding the Expiration Time and the denominator shall
      be the sum of (x) the fair market value (determined as aforesaid) of the
      aggregate consideration payable to stockholders based on the acceptance
      (up to any maximum specified in the terms of the tender offer) of all
      shares validly tendered and not withdrawn as of the Expiration Time (the
      shares deemed so accepted, up to any such maximum, being referred to as
      the "Purchased Shares") and (y) the product of the number of shares of
      Common Stock outstanding (less any Purchased Shares) at the Expiration
      Time and the Current Market Price of the Common Stock on the Trading Day
      next succeeding the Expiration Time, such reduction (if any) to become
      effective immediately prior to the opening of business on the day
      following the Expiration Time. If the Company is obligated to purchase
      shares pursuant to any such tender offer, but the Company is permanently
      prevented by applicable law from effecting any such purchases or all such
      purchases are rescinded, the Conversion Price shall again be adjusted to
      be the Conversion Price which would then be in effect if such tender offer
      had not been made. If the application of this Section 12.04(f) to any
      tender offer would result in an increase in the Conversion Price, no
      adjustment shall be made for such tender offer under this Section
      12.04(f).

            (g) For purposes of this Section 12.04, the following terms shall
      have the meaning indicated:

                  (i) "closing price" with respect to any securities on any day
            means the closing price on such day or, if no such sale takes place
            on such day, the average of the reported high and low prices on such
            day, in each case on The Nasdaq National Market or the New York
            Stock Exchange, as applicable, or, if such security is not listed or
            admitted to trading on such national market or exchange, on the
            principal national securities exchange or quotation system on which
            such security is quoted or listed or admitted to trading, or, if not
            quoted or listed or admitted to trading on any national securities
            exchange or quotation system, the average of the high and low prices
            of such security on the over-the-counter market on the day in
            question as reported by the National Quotation Bureau Incorporated
            or a similar generally accepted reporting service, or, if not so
            available, in such
<PAGE>   82

                                                                              73

            manner as furnished by any New York Stock Exchange member firm
            selected from time to time by the Board of Directors for that
            purpose, or a price determined in good faith by the Board of
            Directors, whose determination shall be conclusive and described in
            a resolution of the Board of Directors.

                  (ii) "Current Market Price" means the average of the daily
            closing prices per share of Common Stock for the 10 consecutive
            trading days immediately prior to the date in question; provided,
            however, that (A) if the "ex" date (as hereinafter defined) for any
            event (other than the issuance or distribution requiring such
            computation) that requires an adjustment to the Conversion Price
            pursuant to Section 12.04(a), (b), (c), (d), (e) or (f) occurs
            during such 10 consecutive trading days, the closing price for each
            trading day prior to the "ex" date for such other event shall be
            adjusted by multiplying such closing price by the same fraction by
            which the Conversion Price is so required to be adjusted as a result
            of such other event, (B) if the "ex" date for any event (other than
            the issuance or distribution requiring such computation) that
            requires an adjustment to the Conversion Price pursuant to Section
            12.04(a), (b), (c), (d), (e) or (f) occurs on or after the "ex" date
            for the issuance or distribution requiring such computation and
            prior to the day in question, the closing price for each trading day
            on and after the "ex" date for such other event shall be adjusted by
            multiplying such closing price by the reciprocal of the fraction by
            which the Conversion Price is so required to be adjusted as a result
            of such other event and (C) if the "ex" date for the issuance or
            distribution requiring such computation is prior to the day in
            question, after taking into account any adjustment required pursuant
            to clause (A) or (B) of this proviso, the closing price for each
            trading day on or after such "ex" date shall be adjusted by adding
            thereto the amount of any cash and the fair market value (as
            determined by the Board of Directors in a manner consistent with any
            determination of such value for purposes of Section 12.04(d) or (f),
            whose determination shall be conclusive and described in a
            resolution of the
<PAGE>   83

                                                                              74


            Board of Directors) of the evidences of indebtedness, shares of
            capital stock or assets being distributed applicable to one share of
            Common Stock as of the close of business on the day before such "ex"
            date. For purposes of any computation under Section 12.04(f), the
            Current Market Price on any date shall be deemed to be the average
            of the daily closing prices per share of Common Stock for such day
            and the next two succeeding trading days; provided, however, that,
            if the "ex" date for any event (other than the tender offer
            requiring such computation) that requires an adjustment to the
            Conversion Price pursuant to Section 12.04(a), (b), (c), (d), (e) or
            (f) occurs on or after the Expiration Time for the tender or
            exchange offer requiring such computation and prior to the day in
            question, the closing price for each trading day on and after the
            "ex" date for such other event shall be adjusted by multiplying such
            closing price by the reciprocal of the fraction by which the
            Conversion Price is so required to be adjusted as a result of such
            other event. For purposes of this paragraph, the term "ex" date (I)
            when used with respect to any issuance or distribution, means the
            first date on which the Common Stock trades regular way on the
            relevant exchange or in the relevant market from which the closing
            price was obtained without the right to receive such issuance or
            distribution, (II) when used with respect to any subdivision or
            combination of shares of Common Stock, means the first date on which
            the Common Stock trades regular way on such exchange or in such
            market after the time at which such subdivision or combination
            becomes effective and (III) when used with respect to any tender or
            exchange offer means the first date on which the Common Stock trades
            regular way on such exchange or in such market after the Expiration
            Time of such offer. Notwithstanding the foregoing, whenever
            successive adjustments to the Conversion Price are called for
            pursuant to this Section 12.04, such adjustments shall be made to
            the Current Market Price as may be necessary or appropriate to
            effectuate the intent of this Section 12.04 and to avoid unjust or
            inequitable results, as determined in good faith by the Board of
            Directors.
<PAGE>   84

                                                                              75


                  (iii) "fair market value" shall mean the amount which a
            willing buyer would pay a willing seller in an arm's-length
            transaction.

                  (iv) "Record Date" shall mean, with respect to any dividend,
            distribution or other transaction or event in which the holders of
            Common Stock have the right to receive any cash, securities or other
            property or in which the Common Stock (or other applicable security)
            is exchanged for or converted into any combination of cash,
            securities or other property, the date fixed for determination of
            stockholders entitled to receive such cash, securities or other
            property (whether such date is fixed by the Board of Directors or by
            statute, contract or otherwise).

            (h) No adjustment in the Conversion Price shall be required unless
      such adjustment would require an increase or decrease of at least 1% in
      such price; provided, however, that any adjustments which by reason of
      this Section 12.04(h) are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment. All calculations
      under this Article 12 shall be made by the Company and shall be made to
      the nearest cent or to the nearest one-hundredth of a share, as the case
      may be.

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

            (i) Whenever the Conversion Price is adjusted as herein provided,
      the Company shall promptly file with the Trustee an Officers' Certificate
      setting forth the Conversion Price after such adjustment and setting forth
      a brief statement of the facts requiring such adjustment. Promptly after
      delivery of such certificate, the Company shall prepare a notice of such
      adjustment of the Conversion Price setting forth the adjusted Conversion
      Price and the date on which each adjustment becomes effective and shall
      mail such notice of such adjustment of the Conversion Price to each Holder
      of Securities at such Holder's last address appearing on the register of
      Holders maintained for that purpose within 20 days of the effective date
      of such adjustment. Failure to deliver such notice shall not affect the
      legality or validity of any such adjustment.
<PAGE>   85

                                                                              76


            (j) In any case in which this Section 12.04 provides that an
      adjustment shall become effective immediately after a Record Date for an
      event, the Company may defer until the occurrence of such event issuing to
      the Holder of any Security converted after such Record Date and before the
      occurrence of such event the additional shares of common Stock issuable
      upon such conversion by reason of the adjustment required by such event
      over and above the Common Stock issuable upon such conversion before
      giving effect to such adjustment.

            (k) For purposes of this Section 12.04, the number of shares of
      Common Stock at any time outstanding shall not include shares held in the
      treasury of the Company but shall include shares issuable in respect of
      scrip certificates issued in lieu of fractions of shares of Common Stock.
      The Company shall not pay any dividend or make any distribution on shares
      of Common Stock held in the treasury of the Company.

            (l) In lieu of making any adjustment to the Conversion Price
      pursuant to Section 12.04(e), the Company may elect to reserve an amount
      of cash for distribution to the Holders of Securities upon the conversion
      of the Securities so that any such Holder converting Securities will
      receive upon such conversion, in addition to the shares of Common Stock
      and other items to which such Holder is entitled, the full amount of cash
      which such Holder would have received if such Holder had, immediately
      prior to the Record Date for such distribution of cash, converted its
      Securities into Common Stock, together with any interest accrued with
      respect to such amount, in accordance with this Section 12.04(l). The
      Company may make such election by providing an Officers' Certificate to
      the Trustee to such effect on or prior to the payment date for any such
      distribution and depositing with the Trustee on or prior to such date an
      amount of cash equal to the aggregate amount that the Holders of
      Securities would have received if such Holders had, immediately prior to
      the Record Date for such distribution, converted all the Securities into
      Common Stock. Any such funds so deposited by the Company with the Trustee
      shall be invested by the Trustee in U.S. Government Obligations with a
      maturity not more than three months from the date of issuance. Upon
      conversion of Securities by a Holder thereof, such Holder shall be
      entitled to receive, in addition to the Common Stock issuable upon
      conversion,
<PAGE>   86

                                                                              77


      an amount of cash equal to the amount such Holder would have received if
      such Holder had, immediately prior to the Record Date for such
      distribution, converted its Securities into Common Stock, along with such
      Holder's pro rata share of any accrued interest earned as a consequence of
      the investment of such funds. Promptly after making an election pursuant
      to this Section 12.04(l), the Company shall give or shall cause to be
      given notice to all Holders of Securities of such election, which notice
      shall state the amount of cash per $50 principal amount of Securities such
      Holders shall be entitled to receive (excluding interest) upon conversion
      of the Securities as a consequence of the Company having made such
      election.

            SECTION 12.05. Notice of Adjustment of Conversion Price. Whenever
the conversion price is adjusted as provided in Section 12.04, the Company shall
compute the adjusted conversion price in accordance with Section 12.04 and shall
prepare a certificate signed by any Vice President or the Treasurer of the
Company setting forth the adjusted conversion price and showing in reasonable
detail the facts upon which such adjustment is based and the effective date of
such adjustment, and such certificate shall forthwith be filed at each office or
agency maintained for the purpose of conversion of Securities.

            SECTION 12.06. Provisions in Case of Consolidation, Merger or
Conveyance or Transfer of Properties and Assets. In case of any consolidation of
the Company with, or merger of the Company into, any other corporation, or in
case of any merger of another corporation into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company), or in case
of any conveyance or transfer of the properties and assets of the Company
substantially as an entirety, the corporation formed by such consolidation or
resulting from such merger or which acquires by conveyance or transfer such
properties and assets, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Security then
outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 12.01, to convert such Security
only into the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance or transfer by a holder of the
number of shares of Common Stock of the Company into which such Security might
<PAGE>   87

                                                                              78


have been converted immediately prior to such consolidation, merger, conveyance
or transfer, assuming such holder of Common Stock of the Company failed to
exercise his rights of election, if any, as to the kind or amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance
or transfer (provided that, if the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance or transfer is
not the same for each share of Common Stock of the Company in respect of which
such rights of election shall not have been exercised ("nonelecting share"),
then for the purpose of this Section the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance or
transfer by each nonelecting share shall be deemed to be the kind and amount so
receivable per share by a plurality of the nonelecting shares). Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section shall similarly apply to
successive consolidations, mergers, conveyances or transfers. The Company will
not become a party to any consolidation or merger unless the terms of such
consolidation or merger are consistent with this Section.

            SECTION 12.07. Notice of Certain Corporate Action. In case:

            (a) the Company shall declare a dividend (or any other distribution)
      on its Common Stock payable otherwise than in cash out of its earned
      surplus; or

            (b) the Company shall authorize the granting to all holders of its
      Common Stock of rights or warrants to subscribe for or purchase any shares
      of capital stock of any class or of any other rights; or

            (c) of any reclassification of the Common Stock of the Company
      (other than a subdivision or combination of its outstanding shares of
      Common Stock), or of any consolidation or merger to which the Company is a
      party and for which approval of any stockholders of the Company is
      required, or the sale or transfer of all or substantially all the assets
      of the Company; or

            (d) of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company;
<PAGE>   88

                                                                              79


then the Company shall cause to be filed with the Trustee and at each office or
agency maintained for the purpose of conversion of Securities, and shall cause
to be mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least 20 days (or 10 days in any case specified in clause
(a) or (b) above) prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give the notice
requested by this Section or any defect therein shall not affect the legality or
validity of any dividend, distribution, right, warrant, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up,
or the vote upon any such action.

            SECTION 12.08. Company To Reserve Common Stock. The Company shall at
all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Common Stock, for the purpose of effecting the
conversion of Securities, the full number of shares of Common Stock then
issuable upon the conversion of all outstanding Securities.

            SECTION 12.09. Taxes on Conversions. The Company will pay any and
all taxes that may be payable in respect of the issue or delivery of shares of
Common Stock on conversion of Securities pursuant hereto. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or Securities to be converted, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been paid.
<PAGE>   89

                                                                              80


            SECTION 12.10. Covenant as to Common Stock. The Company covenants
that all shares of Common Stock which may be issued upon conversion of
Securities will upon issue be duly and validly issued and fully paid and
nonassessable and, except as provided in Section 12.09, the Company will pay all
taxes, liens and charges with respect to the issue thereof.

            SECTION 12.11. Responsibility of Trustee. The Trustee, subject to
the provisions of Section 6.01, and any conversion agent shall not at any time
be under any duty or responsibility to any Holder to determine whether any facts
exist which may require any adjustment of the Conversion Price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture, provided to be
employed, in making the same. The Trustee has no duty to determine whether a
supplemental indenture under this Article need be entered into or whether any
provisions of any supplemental indenture are correct. Neither the Trustee nor
any conversion agent shall be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any other
securities or property, which may at any time be issued or delivered upon the
conversion of any Security; and it or they do not make any representation with
respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to make any cash payment or to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of
conversion; and the Trustee, subject to the provisions of Section 6.01, and any
conversion agent shall not be responsible for any failure of the Company to
comply with any of the covenants of the Company contained in this Article.

                                  ARTICLE XIII

                           Subordination of Securities

            SECTION 13.01. Securities Subordinate to Debt Obligations. The
Company, for itself, its successors and assigns, covenants and agrees, and each
Holder of Securities, by his acceptance thereof likewise covenants and agrees,
that all Securities issued hereunder shall be subordinated and subject, to the
extent and in the manner herein set forth, in right of payment to the prior
payment in full of all Debt Obligations.
<PAGE>   90

                                                                              81


            SECTION 13.02. No Payments When Debt Obligations in Default; Payment
Over of Proceeds upon Dissolution, etc. In the event the Company shall default
in the payment of any Debt Obligation when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, then, unless and until such default shall have been cured or waived
or shall have ceased to exist, no direct or indirect payment (in cash or
property, by setoff or otherwise) shall be made or agreed to be made on account
of the principal of or Redemption Price of or interest on the Securities
(excepting cash payment for fractional shares).

            Upon the happening of an event of default with respect to any Debt
Obligation, as defined therein or in the instrument under which the same is
outstanding, permitting the holders thereof to accelerate the maturity thereof
(under circumstances when the terms of the preceding paragraph are not
applicable), unless and until such event of default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash or
property by setoff or otherwise) shall be made or agreed to be made on account
of the principal of or Redemption of or interest on the Securities (excepting
cash payment for fractional shares).

            In the event of:

            (a) any insolvency, bankruptcy, receivership, liquidation,
      reorganization, readjustment, composition or other similar proceeding
      relating to the Company or its property;

            (b) any proceeding for the liquidation, dissolution or other winding
      up of the Company or its property;

            (c) any assignment by the Company for the benefit of creditors; or

            (d) any other marshalling of the assets of the Company;

all Debt Obligations (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution (direct or indirect), whether in cash, property or
securities, by setoff or otherwise, shall be made to any Holder on account of
any Securities, and to that end any payment or distribution, whether in cash,
property or securities (other than
<PAGE>   91

                                                                              82


securities of the Company or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in this Article with respect to the Securities, to the
payment of all Debt Obligations at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or readjustment)
which would otherwise (but for the subordination provisions contained in this
Article) be payable or deliverable in respect of the Securities shall be paid or
delivered directly to the holders of Debt Obligations, as their respective
interests may appear, until all Debt Obligations (including any interest thereon
accruing after the commencement of any such proceedings) shall have been paid in
full.

            If any payment or distribution (other than securities of the Company
or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Article with respect to the Securities, to the payment of all
Debt Obligations at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment) shall be received
by the Trustee or the Holders in contravention of any of the terms of this
Article and before all the Debt Obligations have been paid in full, such payment
or distribution shall be held in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of such Debt Obligations at
the time outstanding as their respective interests may appear for application to
the payment of Debt Obligations until all Debt Obligations (including any
interest thereon accruing after the commencement of any such proceeding referred
to in paragraph (a), (b), (c) or (d) above) shall have been paid in full. If the
Trustee or any such Holder fails to endorse or assign any such payment or
distribution as required by this Article, the Trustee and the Holder of each
Security by his acceptance thereof authorizes each holder of Debt Obligations,
any representative or representatives of holders of Debt Obligations and the
trustee or trustees under any indenture pursuant to which any instrument
evidencing such Debt Obligations may have been issued so to endorse or assign
the same.

            No holder of Debt Obligations shall be prejudiced in the right to
enforce subordination of the Securities by any act or failure to act on the part
of the Company.
<PAGE>   92

                                                                              83


            Subject to the payment in full of all Debt Obligations, the Holders
shall be subrogated (equally and ratably with the holders of all obligations of
the Company which rank on a parity with the Securities and are entitled to like
rights of subrogation) to the rights of the holders of Debt Obligations to
receive payments or distributions applicable to the Debt Obligations until the
Securities shall be paid in full, and no such payments or distributions shall,
as between the Company, its creditors other than the holders of Debt Obligations
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of the Securities. The provisions of this Article are and are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities, on the one hand, and the holders of Debt Obligations, on the
other hand, and nothing contained in this Article or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Debt Obligations and the Holders of the
Securities, the obligation of the Company to pay the Holders the principal of or
Redemption Price of and interest on the Securities as and when the same shall
become due and payable in accordance with the terms thereof, or prevent the
Trustee or the Holders from exercising all rights, powers and remedies otherwise
permitted by applicable law or under this Indenture, upon a default hereunder,
all subject to the rights of the holders of Debt Obligations to receive cash,
property or securities otherwise payable or deliverable to the Trustee or the
Holders.

            Upon any payment or distribution pursuant to this Section, the
Trustee shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
this Section are pending, and the Trustee, subject as between the Trustee and
the Holders to the provisions of Section 6.01, shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making such
payment or distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Debt Obligations and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Section. In
the event that the Trustee determines, in good faith, that evidence is required
with respect to the right of any Person as a holder of Debt Obligations to
participate in any payment or distribution pursuant to this Section, the
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Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Debt Obligations held by such
Person, as to the extent to which such Person is entitled to participate in such
payment or distribution, and as to other facts pertinent to the rights of such
Person under this Section, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

            SECTION 13.03. Trustee To Effectuate Subordination. The Holder of
each Security by his acceptance thereof authorizes and directs the Trustee in
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination as provided in this Article and appoints the
Trustee as attorney-in-fact for any and all such purposes.

            SECTION 13.04. Trustee Not Charged with Knowledge of Prohibition.
The Company shall give prompt written notice to the Trustee of any fact known to
the Company which would prohibit the making of any payment to or by the Trustee
in respect of the Securities. Notwithstanding the provisions of this Article or
any other provision of this Indenture, but subject as between the Trustee and
the Holders to the provisions of Section 6.01, the Trustee shall not be charged
with knowledge of the existence of any Debt Obligations, or of any default in
the payment of any Debt Obligations, or of any facts which would prohibit the
making of any payment of moneys to or by the Trustee, unless and until three
Business Days after the Trustee shall have received written notice thereof from
the Company or any holder of Debt Obligations or the representative or
representatives of such holder, and the Trustee may conclusively rely on any
writing purporting to be from a holder of Debt Obligations, or a representative
of such holder, as being genuine; nor shall the Trustee be charged with
knowledge of the curing of any such default or of the elimination of the act or
condition preventing any such payment unless and until the Trustee shall have
received an Officers' Certificate to such effect. The provisions of this Section
shall not limit any rights of holders of Debt Obligations under this Article to
recover from the Holders of Securities any payment made to any such Holder.

            SECTION 13.05. Rights of Trustee as Holder of Debt Obligations. The
Trustee shall be entitled to all the rights set forth in this Article with
respect to any Debt Obligations which may at any time be held by it, to the same
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extent as any other holder of Debt Obligations; and nothing in Section 6.12, or
elsewhere in this Indenture, shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article XIII shall apply to the claims of, or
payments to, the Trustee under or pursuant to Section 6.06.

            SECTION 13.06. Article Applicable to Paying Agent. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
shall in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 13.04
and 13.05 shall not apply to the Company or any Affiliate of the Company if the
Company or such Affiliate acts as Paying Agent.

            SECTION 13.07. Trustee Not Fiduciary for Holders of Debt
Obligations. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Debt Obligations and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash or property to which
any holders of Debt Obligations shall be entitled by virtue of this Article XIII
or otherwise. The Trustee shall not be charged with knowledge of the existence
of Debt Obligations or of any facts that would prohibit any payment hereunder
unless a Trust Officer of the Trustee shall have received notice to that effect
at the address of the Trustee set forth in Section 1.05. With respect to the
holders of Debt Obligations, the Trustee undertakes to perform or to observe
only such of its covenants or obligations as are specifically set forth in this
Article XIII and no implied covenants or obligations with respect to holders of
Debt Obligations shall be read into this Indenture against the Trustee.

                                   ARTICLE XIV

                        Mandatory Exchange of Securities

            SECTION 14.01. (a) Exchange for Series C Preferred Stock. (a)
Subject to the provisions of Section 14.03, the Company shall recommend to the
holders of its Common Stock and to holders of its Series A Preferred Stock, at
the first annual meeting of such holders following the date of this Indenture,
currently scheduled to be held in
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April 1997, to approve the creation of and the issuance of the Series C
Preferred Stock and the amendment of its By-laws by the adoption of the Series C
Schedule. Upon receipt by the Company at any time of the approval from the
Company's shareholders, in accordance with applicable law and the Company's
Memorandum of Association and Bye-laws, for the creation and issuance by the
Company of the Series C Preferred Stock in accordance with this Article XIV, the
Company shall, as soon thereafter as practicable, exchange the Securities, in
whole but not in part, for shares of Series C Preferred Stock.

            (b) Upon any exchange (the "Mandatory Exchange") pursuant to Section
14.01(a), Holders of Outstanding Securities will be entitled to receive one
share of Series C Preferred Stock, having a liquidation preference of $50.00 per
share, for each $50.00 principal amount of Securities, together with payment in
cash of accrued interest (including any Interest Arrearages due and unpaid on
the Securities as of the Mandatory Redemption Date.

            SECTION 14.02. Procedures. (a) The Company will send a written
notice of mandatory exchange (the "Mandatory Exchange Notice") by mail to each
holder of record of Securities not fewer than 30 days nor more than 60 days
before the date fixed for such exchange (the "Mandatory Exchange Date");
provided, however, that no failure to give such notice nor any deficiency
therein shall affect the validity of the procedure for the exchange of any
Securities to be exchanged except as to the holder or holders to whom the
Company has failed to give said notice or except as to the holder or holders
whose notice was defective. The Mandatory Exchange Notice shall state:

            (1) the Mandatory Exchange Date;

            (2) that the holder is to surrender to the Company, in the manner
      and at the place or places designated, his certificate or certificates
      representing the Securities;

            (3) that (a) interest on the Securities shall cease to accrue on
      such Mandatory Exchange Date and (b) after the Exchange Date, all
      Securities shall be deemed to have been paid in full and to be no longer
      outstanding for any purposes under this Indenture except to evidence the
      right of the Holder thereof to receive the shares of Series C Preferred
      Stock issuable in exchange therefor and the payment of all accrued and
      unpaid interest on the Securities to the Mandatory Exchange Date, in
      either case whether or not certificates for Securities are
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                                                                              87


      surrendered for exchange on such Mandatory Exchange Date unless the
      Company shall default in the delivery of shares of Series C Preferred
      Stock or in the payment of all accrued interest; and

            (4) that dividends on the shares of Series C Preferred Stock shall
      accrue from the Mandatory Exchange Date whether or not certificates for
      Securities are surrendered for exchange on such Mandatory Exchange Date.

            (b) On and after the Mandatory Exchange Date, interest will cease to
accrue on the Outstanding Securities, and all rights of the Holders of
Securities (except the right to receive shares of Series C Preferred Stock and
an amount in cash, to the extent applicable, equal to the accrued and unpaid
interest to the Mandatory Exchange Date) will terminate. The person entitled to
receive the Series C Preferred Stock issuable upon such exchange will be treated
for all purposes as the registered holder of such shares of Series C Preferred
Stock.

            (c) Each holder of Securities shall surrender the certificate or
certificates representing such Securities, in the manner and at the place
designated in the Mandatory Exchange Notice; provided that no failure by any
Holder to surrender properly any Security shall affect in any manner whatsoever
the validity of the exchange (or deemed exchange) of such Security or any other
Security pursuant to this Article XIV. The Company shall cause the shares of
Series C Preferred Stock to be issued on the Mandatory Exchange Date and all
accrued interest on the Securities through the Mandatory Exchange Date to be
paid or otherwise set apart for the holders of Securities and, upon surrender in
accordance with the Exchange Notice of the certificates for any Securities so
exchanged, duly endorsed (or otherwise in proper form for transfer, as
determined by the Company), such Securities shall be exchanged by the Company
into shares of Series C Preferred Stock. The Company shall pay dividends on the
shares of Series C Preferred Stock at the rate and on the dates specified in the
Series C Schedule from the Mandatory Exchange Date.

            SECTION 14.03. No Exchange in Certain Cases. Notwithstanding the
foregoing provisions of this Article XIV, the Company shall not effect the
Mandatory Exchange (i) unless and until the Company shall have obtained a
written opinion from competent counsel that (x) such shares of Series C
Preferred Stock have been duly and validly authorized under applicable law and,
when issued in exchange
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for Securities in accordance with this Article XIV, will be validly issued,
fully paid and nonassessable, and (y) the issuance of the Series C Preferred
Stock does not violate or conflict with the Company's Memorandum of Association
or Bye-laws, as then in effect or (ii) if such exchange, or any term or
provision of the Series C Preferred Stock, or the performance of the Company's
obligations in respect of the Series C Preferred Stock, shall materially violate
or conflict with any applicable law then binding on the Company or (iii) if, at
the time of such exchange, the Company is insolvent.

                              *         *         *
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                                                                              89


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

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


                                         LORAL SPACE & COMMUNICATIONS
                                         LTD.,

                                           by______________________________
                                             Name:
                                             Title:


                                         THE BANK OF NEW YORK, as
                                         Trustee,

                                           by______________________________
                                             Name:
                                             Title: