<PAGE>   1
                                                                     EXHIBIT 4.3











                       REPUBLIC SERVICES, INC., AS ISSUER,

                                       AND

                        THE BANK OF NEW YORK, AS TRUSTEE


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


                                    INDENTURE


                            DATED AS OF MAY 24, 1999


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




                              6 5/8% NOTES DUE 2004
                              7 1/8% NOTES DUE 2009


<PAGE>   2



                             REPUBLIC SERVICES, INC.

           RECONCILIATION AND TIE WITH THE TRUST INDENTURE ACT OF 1939




<TABLE>
<CAPTION>

<S>                                                                          <C>
        TRUST INDENTURE ACT SECTION                                 INDENTURE SECTION
              Section 310(a)(1)..........................................    609
                  (a)(2).................................................    609
                  (b)....................................................    608, 610
              Section 311(a).............................................    613
              Section 312(a).............................................    701
                  (b)....................................................    702
                  (c)....................................................    702
              Section 313(a).............................................    703(a)
                  (b)....................................................    703(a)
                  (c)....................................................    703(a)
                  (d)....................................................    703(b)
              Section 314(a).............................................    704
                  (a)(4).................................................    705
                  (c)(1).................................................    103
                  (c)(2).................................................    103
                  (e)....................................................    103
              Section 315(a).............................................    601
                  (b)....................................................    602
                  (c)....................................................    601(a)
                  (d)....................................................    601, 603
                  (e)....................................................    514
              Section 316(a)(last sentence)..............................    101 ("Outstanding")
                  (a)(1)(A)..............................................    502, 512
                  (a)(1)(B)..............................................    513
                  (b)....................................................    508
                  (c)....................................................    105
              Section 317(a)(1)..........................................    503
                  (a)(2).................................................    504
                  (b)....................................................    1003
              Section 318(a).............................................    108
</TABLE>

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





                                      -i-

<PAGE>   3



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                               <C>
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................1

    SECTION 101. DEFINITIONS......................................................................................1
       "AFFILIATE"................................................................................................2
       "APPLICABLE PROCEDURES"....................................................................................2
       "ATTRIBUTABLE DEBT"........................................................................................2
       "BANKRUPTCY LAW"...........................................................................................3
       "BOARD OF DIRECTORS".......................................................................................3
       "BOARD RESOLUTION".........................................................................................3
       "BOOK-ENTRY SECURITY"......................................................................................3
       "BUSINESS DAY".............................................................................................3
       "CAPITAL STOCK"............................................................................................3
       "CODE".....................................................................................................3
       "COMMISSION"...............................................................................................3
       "COMPANY"..................................................................................................3
       "COMPANY REQUEST"OR "COMPANY ORDER"........................................................................3
       "COMPARABLE TREASURY ISSUE"................................................................................4
       "COMPARABLE TREASURY PRICE"................................................................................4
       "CONSOLIDATED NET TANGIBLE ASSETS".........................................................................4
       "CONSOLIDATION"............................................................................................4
       "CORPORATE TRUST OFFICE"...................................................................................4
       "DEFAULT"..................................................................................................5
       "DEPOSITARY"...............................................................................................5
</TABLE>


                                      -ii-

<PAGE>   4
<TABLE>
<CAPTION>

<S>                                                                                                              <C>
       "EVENT OF DEFAULT".........................................................................................5
       "EXCHANGE ACT".............................................................................................5
       "EXEMPTED DEBT"............................................................................................5
       "FAIR MARKET VALUE"........................................................................................5
       "FUNDED DEBT"..............................................................................................5
       "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES"OR "GAAP"........................................................5
       "GLOBAL SECURITIES"........................................................................................5
       "GUARANTEE"................................................................................................5
       "HOLDER"...................................................................................................6
       "INCUR"....................................................................................................6
       "INDEBTEDNESS".............................................................................................6
       "INDENTURE"................................................................................................6
       "INDENTURE OBLIGATIONS"....................................................................................6
       "INDEPENDENT INVESTMENT BANKER"............................................................................6
       "INTEREST PAYMENT DATE"....................................................................................6
       "ISSUE DATE"...............................................................................................7
       "LIEN".....................................................................................................7
       "MATURITY".................................................................................................7
       "MOODY'S"..................................................................................................7
       "OFFICERS'CERTIFICATE".....................................................................................7
       "OPINION OF COUNSEL".......................................................................................7
       "OPINION OF INDEPENDENT COUNSEL"...........................................................................7
       "OUTSTANDING"..............................................................................................7
       "PAYING AGENT".............................................................................................8
       "PERSON"...................................................................................................8
       "PREDECESSOR SECURITY".....................................................................................9
       "PREFERRED STOCK"..........................................................................................9
</TABLE>





                                      -iii-
<PAGE>   5

<TABLE>
<CAPTION>


<S>                                                                                                              <C>
       "PRINCIPAL PROPERTY".......................................................................................9
       "REDEMPTION DATE"..........................................................................................9
       "REDEMPTION PRICE".........................................................................................9
       "REFERENCE TREASURY DEALER"................................................................................9
       "REFERENCE TREASURY DEALER QUOTATIONS".....................................................................9
       "REGULAR RECORD DATE".....................................................................................10
       "RESPONSIBLE OFFICER".....................................................................................10
       "RESTRICTED SUBSIDIARY"...................................................................................10
       "S&P".....................................................................................................10
       "SECURITIES ACT"..........................................................................................10
       "SENIOR INDEBTEDNESS".....................................................................................10
       "SPECIAL RECORD DATE".....................................................................................10
       "STATED MATURITY".........................................................................................10
       "SUBSIDIARY"..............................................................................................10
       "TEMPORARY CASH INVESTMENTS"..............................................................................10
       "TREASURY RATE"...........................................................................................11
       "TRUSTEE".................................................................................................11
       "TRUST INDENTURE ACT".....................................................................................12
       "VOTING STOCK"............................................................................................12

    SECTION 102. OTHER DEFINITIONS...............................................................................12
    SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS............................................................12
    SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE..........................................................13
    SECTION 105. ACTS OF HOLDERS.................................................................................14
    SECTION 106. NOTICES, ETC., TO THE TRUSTEE, THE COMPANY......................................................15
    SECTION 107. NOTICE TO HOLDERS; WAIVER.......................................................................16
    SECTION 108. CONFLICT WITH TRUST INDENTURE ACT...............................................................16
    SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS........................................................17
</TABLE>



                                      -iv-

<PAGE>   6
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
    SECTION 110. SUCCESSORS AND ASSIGNS..........................................................................17
    SECTION 111. SEPARABILITY CLAUSE.............................................................................17
    SECTION 112. BENEFITS OF INDENTURE...........................................................................17
    SECTION 113. GOVERNING LAW...................................................................................17
    SECTION 114. LEGAL HOLIDAYS..................................................................................17
    SECTION 115. INDEPENDENCE OF COVENANTS.......................................................................18
    SECTION 116. SCHEDULES AND EXHIBITS..........................................................................18
    SECTION 117. COUNTERPARTS....................................................................................18

ARTICLE TWO  SECURITY FORMS......................................................................................19

    SECTION 201. FORMS GENERALLY.................................................................................19

ARTICLE THREE  THE SECURITIES....................................................................................20

    SECTION 301. TITLE AND TERMS.................................................................................20
    SECTION 302. DENOMINATIONS...................................................................................21
    SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING..................................................21
    SECTION 304. TEMPORARY SECURITIES............................................................................22
    SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.............................................23
    SECTION 306. BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.....................................................24
    SECTION 307. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES................................................26
    SECTION 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED..................................................27
    SECTION 309. CUSIP NUMBERS...................................................................................28
    SECTION 310. PERSONS DEEMED OWNERS...........................................................................28
    SECTION 311. CANCELLATION....................................................................................28
    SECTION 312. COMPUTATION OF INTEREST.........................................................................29

ARTICLE FOUR  DEFEASANCE AND COVENANT DEFEASANCE.................................................................30

    SECTION 401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE....................................30
</TABLE>



                                      -v-
<PAGE>   7
<TABLE>
<CAPTION>


<S>                                                                                                             <C>
    SECTION 402. DEFEASANCE AND DISCHARGE........................................................................30
    SECTION 403. COVENANT DEFEASANCE.............................................................................30
    SECTION 404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.................................................31
    SECTION 405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER
                 MISCELLANEOUS PROVISIONS........................................................................33
    SECTION 406. REINSTATEMENT...................................................................................34

ARTICLE FIVE  REMEDIES...........................................................................................35

    SECTION 501. EVENTS OF DEFAULT...............................................................................35
    SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............................................36
    SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.................................37
    SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM................................................................38
    SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.....................................39
    SECTION 506. APPLICATION OF MONEY COLLECTED..................................................................40
    SECTION 507. LIMITATION ON SUITS.............................................................................40
    SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.......................41
    SECTION 509. RESTORATION OF RIGHTS AND REMEDIES..............................................................41
    SECTION 510. RIGHTS AND REMEDIES CUMULATIVE..................................................................41
    SECTION 511. DELAY OR OMISSION NOT WAIVER....................................................................42
    SECTION 512. CONTROL BY HOLDERS..............................................................................42
    SECTION 513. WAIVER OF PAST DEFAULTS.........................................................................42
    SECTION 514. UNDERTAKING FOR COSTS...........................................................................43
    SECTION 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.........................................................43
    SECTION 516. REMEDIES SUBJECT TO APPLICABLE LAW..............................................................43

ARTICLE SIX  THE TRUSTEE.........................................................................................44

    SECTION 601. DUTIES OF TRUSTEE...............................................................................44
    SECTION 602. NOTICE OF DEFAULTS..............................................................................45
</TABLE>


                                      -vi-
<PAGE>   8

<TABLE>
<CAPTION>

<S>                                                                                                             <C>
    SECTION 603. CERTAIN RIGHTS OF TRUSTEE.......................................................................45
    SECTION 604. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF SECURITIES OR APPLICATION OF
                 PROCEEDS THEREOF................................................................................47
    SECTION 605. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC........................................48
    SECTION 606. MONEY HELD IN TRUST.............................................................................48
    SECTION 607. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.................................48
    SECTION 608. CONFLICTING INTERESTS...........................................................................49
    SECTION 609. TRUSTEE ELIGIBILITY.............................................................................49
    SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.......................................49
    SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................................................51
    SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.....................................52
    SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................................52

ARTICLE SEVEN  HOLDERS'LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................54

    SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.......................................54
    SECTION 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS....................................................54
    SECTION 703. REPORTS BY TRUSTEE..............................................................................54
    SECTION 704. REPORTS BY COMPANY..............................................................................55
    SECTION 705. STATEMENT AS TO COMPLIANCE......................................................................55
    SECTION 706. STATEMENT BY OFFICERS AS TO DEFAULT.............................................................56

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE OF ASSETS.............................................................57

    SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................................57
    SECTION 802. SUCCESSOR SUBSTITUTED...........................................................................58

ARTICLE NINE  SUPPLEMENTAL INDENTURES............................................................................59

    SECTION 901. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF HOLDERS...............................59
    SECTION 902. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF HOLDERS..................................60
</TABLE>



                                     -vii-
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<TABLE>
<CAPTION>



<S>                                                                                                             <C>
    SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.............................................61
    SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES...............................................................62
    SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.............................................................62
    SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES..............................................62
    SECTION 907. NOTICE OF SUPPLEMENTAL INDENTURES...............................................................62

ARTICLE TEN  COVENANTS...........................................................................................63

    SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.....................................................63
    SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY................................................................63
    SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST................................................63
    SECTION 1004. CORPORATE EXISTENCE............................................................................65
    SECTION 1005. RESTRICTIONS ON LIENS..........................................................................65
    SECTION 1006. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS..................................................67
    SECTION 1007. PROVISIONS OF FINANCIAL STATEMENTS.............................................................68
    SECTION 1008. WAIVER OF CERTAIN COVENANTS....................................................................68

ARTICLE ELEVEN  REDEMPTION OF SECURITIES.........................................................................70

    SECTION 1101. RIGHTS OF REDEMPTION...........................................................................70
    SECTION 1102. APPLICABILITY OF ARTICLE.......................................................................70
    SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE..........................................................70
    SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..............................................70
    SECTION 1105. NOTICE OF REDEMPTION...........................................................................71
    SECTION 1106. DEPOSIT OF REDEMPTION PRICE....................................................................72
    SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE..........................................................72
    SECTION 1108. SECURITIES REDEEMED OR PURCHASED IN PART.......................................................73

ARTICLE TWELVE  SATISFACTION AND DISCHARGE.......................................................................74
    SECTION 1201. SATISFACTION AND DISCHARGE OF INDENTURE........................................................74
    SECTION 1202. APPLICATION OF TRUST MONEY.....................................................................75

TESTIMONIUM

SIGNATURES
</TABLE>



























                                      -viii-
<PAGE>   10



                  INDENTURE, dated as of May 24, 1999, between Republic
Services, Inc. and The Bank of New York, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of two separate
series of securities under this Indenture: (i) an issue of 6 5/8% Notes due 2004
in the aggregate principal amount of $225 million and (ii) an issue of 7 1/8%
Notes due 2009 in the aggregate principal amount of $375 million (together, 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 and the Securities;

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act that are required to be part of and to
govern indentures qualified under the Trust Indenture Act;

                  All acts and things necessary have been done to make (i) the
Securities, when duly issued and executed by the Company and authenticated and
delivered hereunder, the valid obligations of the Company and (ii) this
Indenture a valid agreement of the Company;

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101. DEFINITIONS.

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

                  (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;

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







<PAGE>   11

                  (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (d) 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;

                  (e) all references to $, US$, dollars or United States dollars
shall refer to the lawful currency of the United States of America; and

                  (f) all references herein to particular Sections or Articles
refer to this Indenture unless otherwise so indicated.

                  Certain terms used principally in Article Four are defined in
Article Four.

                  "Affiliate" means, with respect to any specified Person: (i)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; (ii) any other
Person that owns, directly or indirectly, 5% or more of such specified Person's
Capital Stock or any officer or director of any such specified Person or other
Person or, with respect to any natural Person, any person having a relationship
with such Person by blood, marriage or adoption not more remote than first
cousin; or (iii) any other Person 5% or more of the Voting Stock of which is
beneficially owned or held directly or indirectly by such specified Person. For
the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security to the extent
applicable to such transaction and as in effect at the time of such transfer or
transaction.

                  "Attributable Debt" means, when used in connection with a sale
and leaseback transaction, at any date of determination, the product of (1) the
net proceeds from such sale and leaseback transaction multiplied by (2) a
fraction, the numerator of which is the number of full years of the term of the
lease relating to the property involved in such sale and leaseback transaction
(without regard to any options to renew or extend such term) remaining at the
date of the making of such computation and the denominator of which is the
number of full years of the term of such lease measured from the first day of
such term.





                                      -2-

<PAGE>   12

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1978, as amended, or any similar United States federal or state law or
foreign law relating to bankruptcy, insolvency, receivership, winding up,
liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.

                  "Board of Directors" means either the Board of Directors of
the Company or any duly authorized committee or subcommittee of such Board,
except as the context may otherwise require.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company, as the case may be, 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.

                  "Book-Entry Security" means any Global Securities bearing the
legend specified in Exhibits A and B evidencing all or part of a series of
Securities, authenticated and delivered to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee.

                  "Business Day" means any day that is not a Saturday, a Sunday
or a day on which banking institutions or trust companies in New York City and
Fort Lauderdale, Florida are authorized or obligated by law to close.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests (including partnership interests) in (however
designated) the equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into such equity.

                  "Code" means the Internal Revenue Code of 1986, as amended.

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

                  "Company" means Republic Services, Inc., until a successor
Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any one of its Chairman of the
Board, its






                                      -3-
<PAGE>   13

President, its Chief Executive Officer, its Chief Financial Officer or a Vice
President (regardless of Vice Presidential designation), and by any one of its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary and
delivered to the Trustee.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term (the "Remaining Life") of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of a comparable maturity to the remaining term of such Notes.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (A) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all
such quotations.

                  "Consolidated Net Tangible Assets" means, as of any date, the
total amount of assets of the Company and its Restricted Subsidiaries on a
consolidated basis (less applicable reserves and other properly deductible
items) after deducting therefrom (1) all current liabilities (excluding any
current liabilities which are by their terms extendible or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed or which is supported by other
borrowings with a maturity of more than 12 months from the date of calculation,)
(2) all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangibles and (3) appropriate adjustments on
account of minority interests of other Persons holding stock of the Company's
Subsidiaries, all as set forth on the most recent balance sheet of the Company
and its consolidated Subsidiaries (but, in any event, as of a date within 120
days of the date of determination) in each case excluding intercompany items and
computed in accordance with generally accepted accounting principles as in
effect from time to time.

                  "Consolidation" means, with respect to any Person, the
consolidation of the accounts of such Person and each of its subsidiaries if and
to the extent the accounts of such Person and each of its subsidiaries would
normally be consolidated with those of such Person, all in accordance with GAAP.
The term "Consolidated" shall have a similar meaning.

                  "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution






                                      -4-
<PAGE>   14

of this Indenture is located at 101 Barclay Street, Floor 21W, New York, New
York 10286.

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

                  "Depositary" means, with respect to the Securities issued in
the form of one or more Book-Entry Securities, The Depository Trust Company
("DTC"), its nominees and successors, or another Person designated as Depositary
by the Company, which must be a clearing agency registered under the Exchange
Act.

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

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

                  "Exempted Debt" means the sum, without duplication, of the
following items outstanding as of the date Exempted Debt is being determined:
(1) Indebtedness of Republic Services, Inc. and the Restricted Subsidiaries
Incurred after the date of the Indenture and secured by Liens created, assumed
or otherwise Incurred or permitted to exist pursuant to Section 1005 hereof and
(2) Attributable Debt of Republic Services, Inc. and the Restricted Subsidiaries
in respect of all sale and leaseback transactions with regard to any Principal
Property entered into pursuant to Section 1006 hereof.

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length free market
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy. Fair Market Value
shall be determined by the Board of Directors of the Company acting in good
faith and shall be evidenced by a resolution of the Board of Directors.

                  "Funded Debt" means all Indebtedness for money borrowed,
including purchase money indebtedness, having a maturity of more than one year
from the date of its creation or having a maturity of less than one year but by
its terms being renewable or extendible, at the option of the obligor in respect
thereof, beyond one year from its creation.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States as in effect on
the Issue Date.

                  "Global Securities" means Global Securities to be issued as
Book-Entry Securities issued to the Depositary in accordance with Section 306.

                  "Guarantee" means any obligation, contingent or otherwise, of
any person directly or indirectly guaranteeing any Indebtedness of any other
Person and any






                                      -5-
<PAGE>   15

obligation, direct or indirect, contingent or otherwise, of such Person (1) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (2) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" will not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

                  "Holder" means the registered holder of any Security.

                  "Incur" means issue, assume, guarantee, incur or otherwise
become liable for. The terms "Incurred," "Incurrence" and "Incurring" shall each
have a correlative meaning.

                  "Indebtedness" means with respect to any Person at any date of
determination (without duplication), indebtedness for borrowed money or
indebtedness evidenced by bonds, notes, debentures or other similar instruments
given to finance the acquisition of any businesses, properties or assets of any
kind (including, without limitation, capital stock or other equity interests in
any Person).

                  "Indenture" means this instrument as originally executed
(including all exhibits and schedules thereto) and 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.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor under this Indenture or under the Securities, to pay
principal of, premium, if any, and interest when due and payable, and all other
amounts due or to become due under or in connection with this Indenture, the
Securities and the performance of all other obligations to the Trustee and the
Holders under this Indenture and the Securities, according to the respective
terms hereof and thereof.

                  "Independent Investment Banker" means either Banc of America
Securities LLC or Merrill Lynch, Pierce, Fenner & Smith Incorporated, or, if
both firms are unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.







                                      -6-
<PAGE>   16

                  "Issue Date" means the original issue date of the Securities
under this Indenture.

                  "Lien" with respect to any property or assets, means any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing), but not
including the interest of a lessor under a lease that is an operating lease
under GAAP.

                  "Maturity" means, when used with respect to the Securities,
the date on which the principal of the Securities becomes due and payable as
therein provided or as provided in this Indenture, whether at Stated Maturity or
the Redemption Date and whether by declaration of acceleration, call for
redemption or otherwise.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor rating agency.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company and in form and substance reasonably
satisfactory to, and delivered to, the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company or the Trustee, unless an Opinion of Independent
Counsel is required pursuant to the terms of this Indenture, and who shall be
reasonably acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee.

                  "Opinion of Independent Counsel" means a written opinion of
counsel which is issued by a Person who is not an employee, director or
consultant (other than non-employee legal counsel) of the Company and who shall
be reasonably acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee.

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






                                      -7-
<PAGE>   17

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

                  (b) Securities, or portions thereof, 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 or any Affiliate thereof) in
trust or set aside and segregated in trust by the Company or any Affiliate
thereof (if the Company or any Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; PROVIDED that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor reasonably satisfactory to the Trustee has been
made;

                  (c) Securities, to the extent provided in Sections 402 and
403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

                  (d) Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee and the Company proof reasonably satisfactory to each
of them that such Securities are held by a bona fide purchaser in whose hands
the Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the reasonable 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 such
other obligor.

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

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






                                      -8-
<PAGE>   18

                  "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 307 in exchange for a
mutilated Security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated,
whether voting or nonvoting) of such Person's preferred or preference stock,
whether now outstanding or issued after the date of the Indenture, including,
without limitation, all series and classes of such preferred or preference
stock.

                  "Principal Property" means any land, land improvements or
building, together with the land upon which it is erected and fixtures
comprising a part thereof, in each case, owned or leased by the Company or any
Restricted Subsidiary and located in the United States, the gross book value
(without deduction of any reserve for depreciation) of which on the date as of
which the determination is being made is an amount which exceeds 2% of
Consolidated Net Tangible Assets but not including such land, land improvements,
buildings or portions thereof which is financed through the issuance of tax
exempt governmental obligations, or any such property that has been determined
by Board Resolution of Republic Services, Inc. not to be of material importance
to the respective businesses conducted by the Company or such Restricted
Subsidiary effective as of the date such resolution is adopted.

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

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

                  "Reference Treasury Dealer" means (i) each of Banc of America
Securities LLC and Merrill Lynch, Pierce Fenner & Smith Incorporated, provided,
however, that if either of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such initial purchaser another Primary Treasury
Dealer and (2) any other Primary Treasury Dealer selected by the Independent
Investment Banker after consultation with the Company.

                  "Reference Treasury Dealer Quotations" mean, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the





                                      -9-
<PAGE>   19

Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the May 15th or November 15th (whether or not a Business Day)
next preceding such Interest Payment Date.

                  "Responsible Officer" when used with respect to the Trustee
means any officer assigned to the Corporate Trust Office or any agent of the
Trustee appointed hereunder, including any vice president, assistant vice
president, assistant secretary or any other officer or assistant officer of the
Trustee or any agent of the Trustee appointed hereunder to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Restricted Subsidiary" means any Subsidiary which, at the
time of determination, owns or is a lessee pursuant to a capital lease of any
Principal Property.

                  "S&P" means Standard & Poor's Rating Group, a division of
McGraw Hill, Inc. or any successor rating agency.

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

                  "Senior Indebtedness" means any Indebtedness of the Company
which is not expressly subordinated in right of payment to any other
Indebtedness of the Company.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 308.

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

                  "Subsidiary" of a Person means, with respect to any Person,
any corporation, association, partnership or other business entity of which at
least a majority of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.

                  "Temporary Cash Investments" means (1) any evidence of
Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States





                                      -10-
<PAGE>   20

of America, or an instrumentality or agency thereof, and guaranteed fully as to
principal, premium, if any, and interest by the United States of America, (2)
any certificate of deposit, maturing not more than one year after the date of
acquisition, issued by, or time deposit of, a commercial banking institution
that is a member of the Federal Reserve System and that has combined capital and
surplus and undivided profits of not less than $500,000,000, whose debt has a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's or any successor rating agency or "A-1" (or higher)
according to S&P or any successor rating agency, including the Trustee or any of
its affiliates, (3) commercial paper, maturing not more than one year after the
date of acquisition, issued by a corporation (other than an Affiliate or
Subsidiary of the Company) organized and existing under the laws of the United
States of America with a rating, at the time as of which any investment therein
is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P, including the Trustee or any of its affiliates, and (4) any
money market deposit accounts issued or offered by a domestic commercial bank
having capital and surplus in excess of $500,000,000; PROVIDED that the short
term debt of such commercial bank has a rating, at the time of investment, of
"P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P.

                  "Treasury Rate" means, with respect to any Redemption Date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the comparable Treasury Issue (if no maturity is
within three months before or after the Remaining Life, yields for the two
published Maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month) or (2)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date. The Treasury Rate will be calculated on
the third Business Day preceding the Redemption Date.

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








                                      -11-
<PAGE>   21

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, or any successor statute.

                  "Voting Stock" of a Person means Capital Stock of any class or
kind ordinarily having the power to vote for the election of directors of the
Company.

         Section 102. OTHER DEFINITIONS.

                  TERM                                   DEFINED IN SECTION
                  ----                                   ------------------
                  "Act"                                             105
                  "Agent Members"                                   306
                  "CUSIP"                                           309
                  "Defaulted Interest"                              308
                  "Defeased Securities"                             401
                  "Securities"                                 Recitals
                  "Security Register"                               305
                  "Security Registrar"                              305
                  "Special Payment Date"                            308
                  "Successor Company"                               801
                  "U.S. Government Obligations"                     404


         Section 103. 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 and any
other obligor on the Securities (if applicable) shall furnish to the Trustee an
Officers' Certificate in a form and substance reasonably acceptable to the
Trustee stating that all conditions precedent, if any, provided for in this
Indenture (including any covenant compliance with which constitutes a condition
precedent) relating to the proposed action have been complied with, and an
Opinion of Counsel in a form and substance reasonably acceptable to the Trustee
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 certificates or opinions 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 of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:







                                      -12-
<PAGE>   22

                  (a) a statement that each individual signing such certificate
or individual or firm signing such opinion has read and understands 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;

                  (c) a statement that, in the opinion of each such individual
or such firm, he or it has made such examination or investigation as is
necessary to enable him or it 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 or such firm, such condition or covenant has been complied with.

         Section 104. 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 of an officer of the Company or other obligor
on the Securities 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
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 or
other obligor on the Securities stating that the information with respect to
such factual matters is in the possession of the Company or other obligor on the
Securities, unless such officer or 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. Opinions of Counsel required to be
delivered to the Trustee may have qualifications customary for opinions of the
type required and counsel delivering such Opinions of Counsel may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, including certificates certifying as to matters
of fact, including that various financial covenants have been complied with.







                                      -13-
<PAGE>   23

                  Any certificate or opinion of an officer of the Company or
other obligor on the Securities may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate or opinion may be based are erroneous. Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is independent with respect
to the Company.

                  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 105. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by 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 conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 105.

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

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

                  (d) 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






                                      -14-
<PAGE>   24

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.

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is
completed.

                  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for this
purpose the Securities then Outstanding shall be computed as of such record
date; PROVIDED that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after such record date.

                  (f) For purposes of this Indenture, any action by the Holders
which may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

         Section 106. NOTICES, ETC., TO THE TRUSTEE, THE 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:

                  (a) the Trustee by any Holder or by the Company or any other
obligor on the Securities shall be sufficient for every purpose (except as
provided in Section 501(d), in which case, the notice shall be delivered by
certified mail) hereunder if in writing and mailed, first-class postage prepaid,
or delivered by recognized overnight courier, to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Trustee Administration, or at
any other address previously furnished in writing to the





                                      -15-
<PAGE>   25

Holders or the Company, or any other obligor on the Securities by the Trustee
and shall be deemed given upon actual receipt by the Trustee; or

                  (b) the Company by the Trustee or any Holder shall be
sufficient for every purpose (except as provided in Section 501(d), in which
case, the notice shall be delivered by certified mail) hereunder if in writing
and mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to the Company addressed to Republic Services, Inc., 110 S.E. 6th
Street, 28th Floor, Fort Lauderdale, Florida 33301, Attention: Chief Financial
Officer, or at any other address previously furnished in writing to the Trustee
by the Company.

         Section 107. 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, or
delivered by recognized overnight courier, to each Holder affected by such
event, at its 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. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be reasonably satisfactory to the Trustee and reasonably
calculated to reach its destination shall be deemed to be a sufficient giving of
such notice.

         Section 108. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or




                                      -16-
<PAGE>   26

excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

         Section 109. 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 110. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Company
and the Trustee shall bind their respective successors and assigns, whether so
expressed or not.

         Section 111. 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 112. 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, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

         Section 113. GOVERNING LAW.

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

         Section 114. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date,
Maturity or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, 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 Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.



                                      -17-
<PAGE>   27

         Section 115. INDEPENDENCE OF COVENANTS.

                  All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

         Section 116. SCHEDULES AND EXHIBITS.

                  All schedules and exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.

         Section 117. COUNTERPARTS.

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
































                                      -18-
<PAGE>   28



                                   ARTICLE TWO

                                 SECURITY FORMS

         Section 201. FORMS GENERALLY.

                  The (i) 6 5/8% Notes due 2004 and the Trustee's certificate of
authentication thereon shall be in substantially the form of Exhibit A hereto;
and (ii) the 7 1/8% Notes due 2009 and the Trustee's certification of
authentication thereon shall be in substantially the form of Exhibit B hereto,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted hereby and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange, any
organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. Any portion of the text of
any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                  The Securities shall be issued initially in the form of one or
more Global Securities, substantially in the forms set forth on Exhibits A and
B, respectively, deposited upon issuance with the Trustee, as custodian for the
Depositary, registered in the name of the Depositary or its nominee, in each
case for credit to an account of a direct or indirect participant of the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Securities
may from time to time be increased (but in no event shall the aggregate
principal amount of the Global Securities exceed $600 million) or decreased upon
the written direction of the Company by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  The terms and provisions contained in the form of the
Securities set forth in Exhibits A and B shall constitute, and are hereby
expressly made, a part 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.



                                      -19-
<PAGE>   29

                                  ARTICLE THREE

                                 THE SECURITIES

         Section 301. TITLE AND TERMS.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $600,000,000 in
principal amount of Securities, except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities pursuant to Section 303, 304, 305, 307, 906 or 1108.

                  The Securities shall be known and designated as the "6 5/8%
Notes due 2004" and the "7 1/8% Notes due 2009" of the Company.

                  The Stated Maturity of the 6 5/8% Notes due 2004 shall be May
15, 2004, and the 6 5/8% Notes due 2004 shall each bear interest at the rate of
6 5/8% per annum, as such interest rate may be adjusted as set forth in the 6
5/8% Notes due 2004, from May 24, 1999, or from the most recent Interest Payment
Date to which interest has been paid, payable semiannually on May 15 and
November 15 in each year, commencing November 15, 1999, until the principal
thereof is paid or duly provided for.

                  The Stated Maturity of the 7 1/8% Notes due 2009 shall be May
15, 2009, and the 7 1/8% Notes due 2009 shall each bear interest at the rate of
7 1/8% per annum, as such interest rate may be adjusted as set forth in the 7
1/8% Notes due 2009, from April 24, 1999, or from the most recent Interest
Payment Date to which interest has been paid, payable semiannually on May 15 and
November 15 in each year, commencing November 15, 1999, until the principal
thereof is paid or duly provided for.

                  The principal of, premium, if any, and interest on, the
Securities shall be payable and the Securities shall be exchangeable and
transferable at an office or agency of the Company in The City of New York
maintained for such purposes (which initially will be the Corporate Trust Office
of the Trustee; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to addresses of the Persons entitled
thereto as shown on the Security Register.

                  The Securities shall be redeemable as provided in Article
Eleven and in the Securities.

                  The Indebtedness evidenced by the Securities shall rank PARI
PASSU in right of payment with all other Senior Indebtedness.








                                      -20-
<PAGE>   30

                  At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Defaults and Events of Default thereunder may be defeased as provided in Article
Four.

         Section 302. DENOMINATIONS.

                  The Securities shall be issuable only in fully registered form
without coupons and only in denominations of $1,000 and any integral multiple
thereof.

         Section 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
one of its Chairman of the Board, its President, its Chief Executive Officer,
its Chief Financial Officer or one of its Vice Presidents. The signatures of any
of these officers on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signature of an
individual who was at any time the proper officer of the Company shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold such
office 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
provided in this Indenture and not otherwise.

                  Each Security shall be dated the date of its authentication.

                  No Security endorsed thereon 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 duly executed by the Trustee by manual signature of an
authorized signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.

                  In case the Company, pursuant to Article Eight, shall, in a
single transaction or through a series of related transactions, be consolidated,
amalgamated, combined or merged with or into any other Person or shall sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any Person, and the successor Person resulting
from such consolidation, amalgamation, or combination or





                                      -21-
<PAGE>   31

surviving such merger, or into which the Company shall have been merged, or the
successor Person which shall have participated in the sale, assignment,
conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to Article
Eight, any of the Securities authenticated or delivered prior to such
consolidation, amalgamation, combination, merger, sale, assignment, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Securities executed in the name of
the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon Company Request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 303 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities on behalf of the Trustee. Unless limited
by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and its Affiliates.

                  If an officer whose signature is on a Security no longer holds
that office at the time the Trustee authenticates such Security such Security
shall be valid nevertheless.

         Section 304. 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 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 conclusively 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 the office or agency of the Company designated




                                      -22-
<PAGE>   32

for such purpose pursuant to Section 1002, 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 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause the Trustee to keep, so long as it is
the Security Registrar, at the Corporate Trust Office of the Trustee, or such
other office as the Trustee may designate, a register (the register maintained
in such office or in any other office or agency designated pursuant to Section
1002 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee shall initially be the "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. The Company may change the Security Registrar or appoint one or more
co-Security Registrars without prior notice; PROVIDED THAT the Company shall
promptly notify the Trustee if the Company changes the Security Registrar or
appoints a co-Security Registrar.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denomination or denominations, of a like
aggregate principal amount.

                  Furthermore, any Holder of the Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Security may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in a Security shall be required to be
reflected in a book entry.

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or 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,
Securities of the same series 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 Indebtedness, and entitled to the same





                                      -23-
<PAGE>   33

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, repurchase or redemption, 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 and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made to a Holder for any
registration of transfer, exchange or redemption of Securities, other than
exchanges pursuant to Sections 305 or 307 not involving any transfer, except for
any tax or other governmental charge that may be imposed in connection
therewith.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Securities
selected for redemption under Section 1104 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 Securities being redeemed in part.

                  Any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Global Security, whether
pursuant to this Section 305, Sections 303, 304, 307, 906 or 1108 or otherwise,
shall also be a Global Security and bear the legend specified in Exhibits A and
B hereto.

         Section 306. BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.

                  (a) Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Exhibits A and B hereto.

                  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 the Trustee as its
custodian, 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 shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a holder of any
Security.



                                      -24-
<PAGE>   34

                  (b) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary, (ii) the
Company, at its option, executes and delivers to the Trustee a Company Order
stating that it elects to cause the issuance of the Securities in certificated
form and that all Global Securities shall be exchanged in whole for Securities
that are not Global Securities (in which case, such exchange shall be effected
by the Trustee) or (iii) there shall have occurred and be continuing an Event of
Default or any Default.

                  (c) If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to conclusively rely upon any order,
direction or request of the Depositary or its authorized representative which is
given or made pursuant to this Article Three if such order, direction or request
is given or made in accordance with the Applicable Procedures.

                  (d) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article Three or otherwise,
shall be authenticated and delivered




                                      -25-
<PAGE>   35

in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.

                  (e) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

         Section 307. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If (a) any mutilated Security is surrendered to the Trustee,
or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee, such security or indemnity, in each case, as may be
required by them to save each 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 a Company Request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or stolen Security, a replacement Security
of like tenor and principal amount, 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 replacement Security, pay or purchase such Security,
as the case may be.

                  Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

                  Every replacement 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 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.





                                      -26-
<PAGE>   36

         Section 308. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on the Stated Maturity of such interest shall be paid
to the Person in whose name the Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest,
and interest on such defaulted interest at the then applicable interest rate
borne by the Securities, to the extent lawful (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest"), shall
forthwith cease to be payable to the Holder on the Regular Record Date; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
                  Interest to the Persons in whose names the Securities (or any
                  relevant Predecessor Securities) are registered at the close
                  of business on a Special Record Date for the payment of such
                  Defaulted Interest, which shall be fixed in the following
                  manner. The Company shall notify the Trustee in writing of the
                  amount of Defaulted Interest proposed to be paid on each
                  Security and the date (not less than 30 days after such
                  notice) of the proposed payment (the "Special Payment Date"),
                  and at the same time the Company shall deposit with the
                  Trustee an amount of money equal to the aggregate amount
                  proposed to be paid in respect of such Defaulted Interest or
                  shall make arrangements satisfactory to the Trustee for such
                  deposit prior to the Special Payment Date, such money when
                  deposited to be held in trust for the benefit of the Persons
                  entitled to such Defaulted Interest as in this Subsection
                  provided. Thereupon, the Trustee shall fix a Special Record
                  Date for the payment of such Defaulted Interest which shall be
                  not more than 15 days and not less than 10 days prior to the
                  date of the Special Payment Date and shall fix the Special
                  Record Date not less than 10 days after the receipt by the
                  Trustee of the notice of the proposed payment. The Trustee
                  shall promptly notify the Company in writing of such Special
                  Record Date. In the name and at the expense of the Company,
                  the Trustee shall cause notice of the proposed payment of such
                  Defaulted Interest and the Special Record Date therefor to be
                  mailed, first-class postage prepaid, to each Holder at its
                  address as it appears in the Security Register, not less than
                  10 days prior to such Special Record Date. Notice of the
                  proposed payment of such Defaulted Interest and the Special
                  Record Date and Special Payment Date therefor having been so
                  mailed, such Defaulted Interest shall be paid to the Persons
                  in whose names the Securities are





                                      -27-
<PAGE>   37

                  registered on such Special Record Date and shall no longer be
                  payable pursuant to the following Subsection (b).

                  (b) The Company may make payment of any Defaulted Interest in
                  any other 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 this
                  Indenture not inconsistent with the requirements of such
                  exchange, if, after written notice given by the Company to the
                  Trustee of the proposed payment pursuant to this Subsection,
                  such payment shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section 308, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

         Section 309. CUSIP NUMBERS.

                    The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and the Company, or the Trustee on behalf of
the Company, shall use CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice shall state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and PROVIDED FURTHER, HOWEVER, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.

         Section 310. PERSONS DEEMED OWNERS.

                  Prior to and at the time of 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 any Security is registered as
the owner of such Security for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 308) interest on, such Security and for
all other purposes whatsoever, whether or not such Security 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 311. CANCELLATION.

                  All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall






                                      -28-
<PAGE>   38

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 311, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall, upon written request of the
Company, be disposed in accordance with the Trustee's standard procedures,
unless by a Company Order received by the Trustee prior to such disposition, the
Company shall direct that the canceled Securities be returned to it. The Trustee
shall provide the Company a list of all Securities that have been canceled from
time to time as requested by the Company.

         Section 312. COMPUTATION OF INTEREST.

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

































                                      -29-
<PAGE>   39



                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

                  The Company may, at its option by Board Resolution, at any
time, with respect to a series of Securities, elect to have either Section 402
or Section 403 be applied to all of the Outstanding Securities of the applicable
series (the "Defeased Securities"), upon compliance with the conditions set
forth below in this Article Four.

         Section 402. DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 402, the Company and any other obligor upon the
applicable series of Securities, if any, shall be deemed to have been discharged
from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 404 below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company and any
other obligor under this Indenture shall be deemed to have paid and discharged
the entire Indebtedness represented by the Defeased Securities, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 405
and the other Sections of this Indenture referred to in (a) and (b) below, and
to have satisfied all its other obligations under such series of Securities and
this Indenture insofar as such series of Securities are concerned (and the
Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Defeased Securities to receive, solely from the trust fund described
in Section 404 and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest on, such series of
Securities, when such payments are due, (b) the Company's obligations with
respect to such Defeased Securities under Sections 303, 304, 305, 307, 1002 and
1003, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including, without limitation, the Trustee's rights under Section
607, and (d) this Article Four. Subject to compliance with this Article Four,
the Company may exercise its option under this Section 402 notwithstanding the
prior exercise of its option under Section 403 with respect to a series of
Securities.

         Section 403. COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 403, the Company shall be released from its
obligations under any covenant or provision contained or referred to in Sections
1005, 1006 and 1007, with respect to the Defeased Securities, on and after the
date the conditions set forth in Section 404 below





                                      -30-
<PAGE>   40

are satisfied (hereinafter, "covenant defeasance"), and the Defeased Securities
shall thereafter be deemed to be not "Outstanding" for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder, and the
Events of Default under Section 501(c) and (d) shall cease to be in full force
and effect with respect to the applicable series of Securities. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(c) and (d) but,
except as specified above, the remainder of this Indenture and such Defeased
Securities shall be unaffected thereby.

         Section 404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to application of either
Section 402 or Section 403 to the Defeased Securities:

                  (1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such series of Securities, (a) cash in
United States dollars in an amount, (b) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms and with no further reinvestment will provide, not
later than one day before the due date of payment, money in an amount, or (c) a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, the principal
of, premium, if any, and interest on, the Defeased Securities, on the Stated
Maturity of such principal or interest. For this purpose, "U.S. Government
Obligations" means securities that are (i) direct obligations of the United
States of America for the timely payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America the timely
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository





                                      -31-
<PAGE>   41

receipt, PROVIDED that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal of or interest
on the U.S. Government Obligation evidenced by such depository receipt;

                  (2) In the case of an election under Section 402, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Independent
Counsel in the United States shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred;

                  (3) In the case of an election under Section 403, the Company
shall have delivered to the Trustee an Opinion of Independent Counsel in the
United States to the effect that the Holders of the Outstanding Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such covenant defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred;

                  (4) No Default or Event of Default shall have occurred and be
continuing on the date of such deposit or insofar as Section 501(e) is
concerned, at any time during the period ending on the 91st day after the date
of deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

                  (5) Such defeasance or covenant defeasance shall not result in
a breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company or any Restricted
Subsidiary is a party or by which it is bound;

                  (6) Such defeasance or covenant defeasance shall not result in
the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such Act or exempt from registration thereunder;

                  (7) The Company shall have delivered to the Trustee an Opinion
of Independent Counsel in the United States to the effect that after the 91st
day following





                                      -32-
<PAGE>   42

the deposit, the trust funds will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally;

                  (8) The Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the holders of the applicable series of Securities over
the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others;

                  (9) No event or condition shall exist that would prevent the
Company from making payments of the principal of, premium, if any, and interest
on the applicable series of Securities on the date of such deposit or at any
time ending on the 91st day after the date of such deposit; and

                  (10) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Independent Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 402 or the covenant defeasance under Section 403 (as the case may be)
have been complied with.

                  Opinions of Counsel or Opinions of Independent Counsel
required to be delivered under this Section shall be in form and substance
reasonably satisfactory to the Trustee and may have qualifications customary for
opinions of the type required and counsel delivering such opinions may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters
of fact, including that various financial covenants have been complied with.

         Section 405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect
of the Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such series of Securities and this Indenture,
to the payment, either directly or through any Paying Agent (excluding the
Company or any of its Affiliates acting as Paying Agent), as the Trustee may
determine, to the Holders of such series of Securities of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 404 or the principal and interest
received in respect thereof other than




                                      -33-
<PAGE>   43

any such tax, fee or other charge which by law is imposed, assessed or for the
account of the Holders of the Defeased Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance.

         Section 406. REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
applicable series of Securities shall be revived and reinstated, with present
and prospective effect, as though no deposit had occurred pursuant to Section
402 or 403, as the case may be, until such time as the Trustee or Paying Agent
is permitted to apply all such United States dollars or U.S. Government
Obligations in accordance with Section 402 or 403, as the case may be; PROVIDED,
HOWEVER, that if the Company makes any payment to the Trustee or Paying Agent of
principal of, premium, if any, or interest on any Security of such series
following the reinstatement of its obligations, the Trustee or Paying Agent
shall promptly pay any such amount to the Holders of the Securities of such
series and the Company shall be subrogated to the rights of the Holders of such
series of Securities to receive such payment from the United States dollars and
U.S. Government Obligations held by the Trustee or Paying Agent pursuant to
Section 402 or 403.



























                                      -34-
<PAGE>   44



                                  ARTICLE FIVE

                                    REMEDIES

         Section 501. EVENTS OF DEFAULT.

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

                  (a) there shall be a default in the payment of any installment
of interest on any of the Securities of such series when it becomes due and
payable, and such default shall continue for a period of 30 days;

                  (b) there shall be a default in the payment of the principal
of (or premium, if any, on) any of the Securities of such series when it becomes
due and payable, whether at Maturity, upon redemption by declaration or
otherwise);

                  (c) there shall be a default in the performance, or breach, of
any covenant or agreement of the Company applicable to such series of Securities
(other than a default in the performance, or breach, of a covenant or agreement
which is specifically dealt with in clause (a) and (b)) and such default or
breach shall continue for a period of 60 days after written notice to the
Company specifying such failure and requiring the Company or any Restricted
Subsidiary to remedy the same has been given, by certified mail, (x) to the
Company by the Trustee or (y) to the Company and the Trustee by the holders of
at least 25% in aggregate principal amount of the Outstanding Securities of each
affected series, with each affected series voting as a separate class;

                  (d) any Indebtedness of the Company or any Restricted
Subsidiary of the Company with an aggregate principal amount of at least
$25,000,000 shall not have been paid when due and shall continue not to be paid
for 25 days after written notice by certified mail, (x) to the Company by the
Trustee or (y) to the Company and the Trustee by the holders of at least 25% in
aggregate principal amount of the Outstanding Securities of each series (with
the Holders of all Outstanding Securities voting as one class);

                  (e) (i) there shall have been the entry by a court of
competent jurisdiction of (A) a decree or order for relief in respect of the
Company or any of its Significant Subsidiaries in an involuntary case or
proceeding under any applicable Bankruptcy Law or (B) a decree or order
adjudging the Company or any Subsidiary bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Subsidiary under any applicable federal or state






                                      -35-
<PAGE>   45

law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or any Subsidiary or of
any substantial part of their respective properties, or ordering the winding up
or liquidation of their affairs, and any such decree or order for relief shall
continue to be in effect, or any such other decree or order shall be unstayed
and in effect, for a period of 60 consecutive days or (ii) (A) the Company or
any Subsidiary commences a voluntary case or proceeding under any applicable
Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or
insolvent, (B) the Company or any Subsidiary consents to the entry of a decree
or order for relief in respect of the Company or such Subsidiary in an
involuntary case or proceeding under any applicable Bankruptcy Law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, (C)
the Company or any Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, (D) the
Company or any Subsidiary (1) consents to the filing of such petition or the
appointment of, or taking possession by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar official of the Company or such
Subsidiary or of any substantial part of their respective properties, (2) makes
an assignment for the benefit of creditors or (3) admits in writing its
inability to pay its debts generally as they become due or (E) the Company or
any Subsidiary takes any corporate action in furtherance of any such actions in
this paragraph (e)(ii).

         Section 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default (other than an Event of Default
specified in Sections 501(e)) shall occur and be continuing, unless the
principal and interest with respect to all of the Securities of such series
shall have already become due and payable, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Securities of all series
affected thereby then Outstanding may, and the Trustee at the request of such
Holders shall, declare all unpaid principal of, premium, if any, and accrued
interest on all Securities of the series affected thereby to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders of the Securities) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. If an
Event of Default specified in clause (e) of Section 501 occurs and is
continuing, unless the principal and interest with respect to the Securities
shall have already become due and payable, then all the Securities shall IPSO
FACTO become and be due and payable immediately in an amount equal to the
principal amount of the Securities, together with accrued and unpaid interest,
if any, to the date the Securities become due and payable, without any
declaration or other act on the part of the Trustee or any Holder. Thereupon,
the Trustee may, at its discretion, proceed to protect and enforce the rights of
the Holders of the Securities by appropriate judicial proceedings.

                  In the event of a declaration of acceleration because of an
Event of Default set forth in clause (d) of Section 501 has occurred and is
continuing, such declaration





                                      -36-
<PAGE>   46

acceleration shall be automatically rescinded and annulled if the Event of
Default triggering such Event of Default pursuant to clause (d) above shall be
remedied or cured by the Company or the relevant Subsidiary or waived by the
holders of the relevant Indebtedness within 60 days after the declaration of
acceleration with respect thereto.

                  At any time after a declaration of acceleration with respect
to any of the Securities of any series, but before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the holders of a majority in aggregate principal amount of the
Outstanding Securities of any affected series (with each affected series voting
as a separate class), by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

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

                           (i) all sums paid or advanced by the Trustee under
                  this Indenture and the reasonable compensation, fees and
                  expenses, disbursements and advances of the Trustee, its
                  agents and counsel,

                           (ii) all overdue interest on all Outstanding
                  Securities of such series,

                           (iii) the principal of and premium, if any, on any
                  Outstanding Securities of such series which have become due
                  otherwise than by such declaration of acceleration and
                  interest thereon at the rate borne by such series of
                  Securities, and

                           (iv) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate borne by
                  the applicable series of Securities;

                  (b) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; and

                  (c) all Events of Default, other than the non-payment of
principal of, premium, if any, and interest on the applicable series Securities
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513. No such rescission shall affect any
subsequent Default or impair any right consequent thereon.

         Section 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

                  The Company covenants that if



                                      -37-
<PAGE>   47

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

                  (b) default is made in the payment of the principal of or
premium, if any, on any Security of any series at the Stated Maturity thereof or
otherwise,

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

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

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture by such appropriate private or judicial
proceedings as the Trustee shall deem most effectual to protect and enforce such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein or therein,
or to enforce any other proper remedy or to enforce any other proper remedy,
subject however to Section 512. No recovery of any such judgment upon any
property of the Company shall affect or impair any rights, powers or remedies of
the Trustee or the Holders.

         Section 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor, upon the
Securities of any series or the property of the Company or of such other obligor
or their creditors, the Trustee (irrespective of whether the principal of such
series of Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether





                                      -38-
<PAGE>   48

the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
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 the
Trustee any amount due it for the reasonable compensation, fees and expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series 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.

                  For purposes of this Section, the Trustee is hereby designated
as the attorney-in-fact for the Holders.

         Section 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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






                                      -39-
<PAGE>   49

         Section 506. APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable law, 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,
premium, if any, or interest, upon presentation of the several Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal, premium, if any, and interest, in respect of which
or for the benefit of which such money has been collected, on the Securities of
such series in the order of the maturity of the installments of such interest,
such payments to be made ratably to the Persons entitled thereto, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto, including the Company, provided that all sums due and owing to the
Holders and the Trustee have been paid in full as required by this Indenture.

         Section 507. LIMITATION ON SUITS.

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

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

                  (b) the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of each affected series (voting as one
class) shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as trustee hereunder;

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







                                      -40-
<PAGE>   50

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

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of the affected series (voting
as one class);

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 or any Security of any series 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
or any Security of any series, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

         Section 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right based on the terms stated herein,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 308) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or the repurchase date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         Section 509. RESTORATION OF RIGHTS AND REMEDIES.

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

         Section 510. RIGHTS AND REMEDIES CUMULATIVE.

                  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





                                      -41-
<PAGE>   51

otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 511. DELAY OR OMISSION NOT WAIVER.

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

         Section 512. CONTROL BY HOLDERS.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any or all series affected (voting as
one class) shall have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee under this Article Five,
PROVIDED that

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture (including, without limitation, Section 507), expose
the Trustee to personal liability or be unduly prejudicial to Holders not
joining therein; and

                  (b) subject to the provisions of Section 315 of the Trust
Indenture Act, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         Section 513. WAIVER OF PAST DEFAULTS.

                  Prior to the acceleration of the maturity of the Securities,
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any or all series affected may on behalf of the
Holders of all Outstanding Securities of such series waive any past Default or
Event of Default and its consequences, except a Default or Event of Default

                  (a) in the payment of the principal of, premium, if any, or
interest on any Security (which may only be waived with the consent of each
Holder of Securities affected); or

                  (b) in respect of a covenant or a provision hereof which under
this Indenture cannot be modified or amended without the consent of the Holder
of each Security Outstanding affected by such modification or amendment.






                                      -42-
<PAGE>   52

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

         Section 514. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
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
(voting as one class), or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, premium, if any, or interest on,
any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

         Section 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury or other law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest on the Securities
contemplated herein or in the Securities or 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 516. REMEDIES SUBJECT TO APPLICABLE LAW.

                  All rights, remedies and powers provided by this Article Five
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this





                                      -43-
<PAGE>   53

Indenture invalid, unenforceable or not entitled to be recorded, registered or
filed under the provisions of any applicable law.

                                   ARTICLE SIX

                                   THE TRUSTEE

         Section 601. DUTIES OF TRUSTEE.

                  Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

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

                  (b) except during the continuance of a Default or an Event of
Default:

                           (1) the Trustee need perform only those duties as are
                  specifically set forth in this Indenture and no covenants or
                  obligations shall be implied in this Indenture against the
                  Trustee; and

                           (2) in the absence of bad faith or willful 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. However, the Trustee shall examine the certificates
                  and opinions which by any provision hereof are required to be
                  furnished to the Trustee, to determine whether or not they
                  conform to the requirements of this Indenture (but need not
                  confirm or investigate the accuracy of mathematical
                  calculations or other facts stated therein);

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

                           (1) this Subsection (c) does not limit the effect of
                  Subsection (b) of this Section 601;

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





                                      -44-
<PAGE>   54

                           (3) the Trustee shall not be liable with respect to
                  any action it takes or omits to take in good faith, in
                  accordance with a direction of the Holders of a majority in
                  principal amount of 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 confirmed upon the Trustee under this Indenture;

                  (d) 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;

                  (e) whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
Subsections (a), (b), (c) and (d) of this Section 601; and

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

         Section 602. NOTICE OF DEFAULTS.

                  Within 90 days after a Responsible Officer of the Trustee
receives actual notice of the occurrence of any Default, the Trustee shall
transmit by mail to all Holders and any other Persons entitled to receive
reports pursuant to Section 313(c) of the Trust Indenture Act, as their names
and addresses appear in the Security Register, notice of such Default hereunder
actually known to the Trustee, unless such Default shall have been cured or
waived; PROVIDED, HOWEVER, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Security, the Trustee
shall be protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders.

         Section 603. CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 601 hereof and Trust
Indenture Act Sections 315(a) through 315(d):

                  (a) the Trustee may conclusively rely and shall be protected
in acting or refraining from acting upon receipt by it of any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture,





                                      -45-
<PAGE>   55

note, other evidence of Indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

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

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

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

                  (e) the Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the negligence, bad faith or willful misconduct of
the Trustee;

                  (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,
approval, appraisal, bond, debenture, note, coupon, security or other paper or
document unless requested in writing to do so by the Holders of not less than a
majority in aggregate principal amount of the Securities then Outstanding;
PROVIDED that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expenses or liabilities as
a condition to proceeding; the reasonable expenses of every such investigation
so requested by the Holders of not less than 25% in aggregate principal amount
of the Securities Outstanding shall be paid by the Company or, if paid by the
Trustee or any predecessor Trustee, shall be repaid by the Company upon demand;
PROVIDED, FURTHER, the Trustee in its discretion may make such further inquiry
or investigation into such facts or matters as it may deem 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;






                                      -46-
<PAGE>   56

                  (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;

                  (h) the Trustee shall not be required to take notice, and
shall not be deemed to have notice, of any Default or Event of Default
hereunder, except Events of Default described in paragraphs (a) and (b) of
Section 501 hereof unless the Trustee shall be notified specifically of the
Default or Event of Default on a written instrument or document received by the
Trustee at its Notice Address by the Company or by the Holders of at least 10%
of the aggregate principal amount of the Securities then outstanding and such
notice references the Securities and this Indenture. In the absence of delivery
of notice satisfying those requirements, the Trustee may assume conclusively
that there is no Default or Event of Default, except as noted above;

                  (i) 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, conclusively rely upon an Officers' Certificate; and

                  (j) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed by the Trustee to act hereunder.

         Section 604. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the 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, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by
it in any Statement of Eligibility and Qualification on Form T-1 to be supplied
to the Company will be true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



                                      -47-
<PAGE>   57

         Section 605. TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.

                  The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities, with the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar or such other agent and,
subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

         Section 606. MONEY HELD IN TRUST.

                  All moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds, except to the extent
required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article Four, the Trustee shall be
required to invest all moneys received by the Trustee, until used or applied as
herein provided, in Temporary Cash Investments in accordance with the written
directions of the Company.

                  In the event of a loss on the sale of such investments (after
giving effect to any interest or other income thereon except to the extent
theretofore paid to the Company), the Trustee shall have no responsibility in
respect of such loss except that the Trustee shall notify the Company of the
amount of such loss and the Company shall promptly pay such amount to the
Trustee to be credited as part of the moneys originally invested.

         Section 607. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM.

                  The Company covenants and agrees to pay to the Trustee from
time to time, such compensation as agreed to in writing by the Company and the
Trustee and reasonable compensation for all other 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 all express trust), and the Company
covenants and agrees to pay or reimburse the Trustee and each predecessor
Trustee upon its request for all reasonable fees, expenses, disbursements and
advances incurred or made by or on behalf of the Trustee in accordance with any
of the provisions of this Indenture and as agreed upon in the fee agreement
between the Trustee and the Company (including the reasonable compensation and
the fees, expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ); except any such expense, disbursement or
advance as may arise from its negligence, bad faith or willful misconduct. The
Company also covenants and agrees to indemnify the Trustee and its directors,
officers, agents and employees and each predecessor Trustee (the "Indemnitees")
for, and to hold them






                                      -48-
<PAGE>   58

harmless against, any claim, loss, liability, damage, tax, assessment or other
governmental charge (other than taxes applicable to the Trustee's compensation
hereunder) or expense incurred without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including enforcement of this Section 607 and also including any
liability which the Indemnitees may incur as a result of failure to withhold,
pay or report any tax, assessment, fine, penalty, damages or other governmental
charge, and the costs, fees 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 607 to compensate and indemnify the Indemnitees and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for reasonable fees, expenses, disbursements and advances
shall constitute an additional obligation hereunder and shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee and each predecessor Trustee.

         Section 608. CONFLICTING INTERESTS.

                  The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act.

         Section 609. TRUSTEE ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $50,000,000, to the extent
there is an institution eligible and willing to serve. If the Trustee does not
have a Corporate Trust Office in The City of New York, the Trustee may appoint
an agent in The City of New York reasonably acceptable to the Company to conduct
any activities which the Trustee may be required under this Indenture to conduct
in The City of New York. If such Trustee publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section 609, 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
609, the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

                  (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 611.





                                      -49-
<PAGE>   59

                  (b) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice thereof to the
Company no later than 30 Business Days prior to the proposed date of
resignation. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority
of the Board of Directors of the Company, a copy of which shall be delivered to
the resigning Trustee and a copy to the successor trustee. If an instrument of
acceptance by a successor trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may, 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. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.

                  (c) The Trustee may be removed at any time for any cause or
for no cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with the
                  provisions of Trust Indenture Act Section 310(b) after written
                  request therefor by the Company or by any Holder who has been
                  a bona fide Holder of a Security for at least six months,

                           (2) the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security for at least six months, or

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

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security 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. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.



                                      -50-
<PAGE>   60

                  (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 and shall comply with the applicable requirements of Section
611. If, within 60 days after such resignation, removal or incapability, or the
occurrence of such vacancy, the Company has not appointed a successor Trustee, a
successor trustee shall be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee. If no successor trustee shall have been so appointed by the
Company or the Holders of the Securities and accepted appointment in the manner
provided herein, the Trustee or the Holder of any Security who has been a bona
fide Holder for at least six months may, subject to Section 514, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor trustee.

                  (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 the
Holders of Securities 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 or agent hereunder.

         Section 611. 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 as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor trustee, upon payment of its charges pursuant to Section 607 then
unpaid, such retiring Trustee shall pay over to the successor trustee all
moneys, Temporary Cash Investments and other property relating thereto at the
time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.

                  No successor trustee with respect to the Securities shall
accept appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $50,000,000 and have a Corporate
Trust Office or an agent selected in accordance with Section 609.





                                      -51-
<PAGE>   61

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 611, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the appointment, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 610. If the Company fails to give such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Company.

         Section 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this
Indenture) shall be the successor of the Trustee hereunder, PROVIDED that such
corporation shall be eligible under Trust Indenture Act Section 310(a) and this
Article Six and shall have a combined capital and surplus of at least
$50,000,000 and have a Corporate Trust Office or an agent selected in accordance
with Section 609, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

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

         Section 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to Trust





                                      -52-
<PAGE>   62

Indenture Act Section 311(a) to the extent indicated therein, as qualified by
Trust Indenture Act Section 311(b).

































                                      -53-
<PAGE>   63



                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee

                  (a) semiannually, not more than 10 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 reasonably request
in writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content to that in subsection (a) hereof as of a date
not more than 15 days prior to the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

         Section 702. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

                  Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this
Indenture or the Securities, and the Trustee shall comply with Trust Indenture
Act Section 312(b). The Company, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, 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 Trust Indenture
Act Section 312.

         Section 703. REPORTS BY TRUSTEE.

                  (a) Within 60 days after May 1 of each year commencing with
the first May 1 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such May 1 in accordance with and with respect to the matters
required by Trust Indenture Act Section 313(a). The Trustee shall also transmit
by mail to all Holders, in the manner and




                                      -54-
<PAGE>   64

to the extent provided in Trust Indenture Act Section 313(c), a brief report in
accordance with and with respect to the matters required by Trust Indenture Act
Section 313(b)(2).

                  (b) A copy of each report transmitted to Holders pursuant to
this Section 703 shall, at the time of such transmission, be mailed to the
Company and filed with each stock exchange, if any, upon which the Securities
are listed and also with the Commission. The Company will notify the Trustee
promptly if the Securities are listed on any stock exchange.

         Section 704. REPORTS BY COMPANY.

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; PROVIDED that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                  The Trustee shall be under no obligation to analyze or make
any credit decision with respect to any financial statements or reports received
by it hereunder, but shall hold such financial statements or reports solely for
the benefit of and/or review by the holders of the Securities.

                  Delivery of such reports, information and documents to the
Trustee hereunder and under Section 1007 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 705. STATEMENT AS TO COMPLIANCE.

                  The Company will deliver to the Trustee within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate stating whether or not to the best knowledge of the
signers thereof the Company is in compliance (without regard to periods of grace
or notice requirements) with all conditions and covenants under this Indenture,
and if the Company shall not be in compliance, specifying such non-compliance
and the nature and status thereof of which such signers may have knowledge.






                                      -55-
<PAGE>   65

         Section 706. STATEMENT BY OFFICERS AS TO DEFAULT.

                  The Company shall deliver to the Trustee, as soon as possible
and in any event within five days after the Company becomes aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
setting forth the details of such Event of Default or default and the action
which the Company proposes to take with respect thereto.































                                      -56-
<PAGE>   66



                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

         Section 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company will not, in a single transaction or through a
series of related transactions, consolidate, amalgamate, combine or merge with
or into any other Person or, directly or indirectly, sell, assign, convey,
lease, transfer or otherwise dispose of all or substantially all of its
properties and assets to any Person or group of Persons, or permit any of its
Restricted Subsidiaries to enter into any such transaction or series of
transactions, if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, lease, transfer or disposition
of all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis to any other Person or group of
Persons, unless at the time and after giving effect thereto:

                           (i) either (a) the Company will be the continuing
                  corporation in the case of a merger, combination or
                  consolidation or (b) the Person (if other than the Company)
                  formed by such consolidation or the resulting, surviving or
                  transferee Person, if other than the Company (the "Successor
                  Company",) will be a corporation duly organized and validly
                  existing under the laws of the United States of America, any
                  state thereof or the District of Columbia and such Person
                  expressly assumes, by a supplemental indenture, in a form
                  reasonably satisfactory to the Trustee, all the obligations of
                  the Company under the Securities and this Indenture, and in
                  each case, the Securities and the Indenture will remain in
                  full force and effect as so supplemented;

                           (ii) immediately after giving effect to such
                  transaction or series of transactions on a PRO FORMA basis,
                  including, without limitation, any Indebtedness Incurred or
                  anticipated to be Incurred in connection with or in respect of
                  such transaction or series of transactions, no Default or
                  Event of Default will have occurred and be continuing and the
                  Company will have delivered to the Trustee an Officer's
                  Certificate to that effect;

                           (iii) at the time of the transaction the Company or
                  the Successor Company will have delivered, or caused to be
                  delivered, to the Trustee, in form and substance reasonably
                  satisfactory to the Trustee, an Officers' Certificate and an
                  Opinion of Counsel, each to the effect that such transaction
                  or series of transactions, and, if a supplemental indenture is
                  required in connection with such transaction or series of
                  transactions to





                                      -57-
<PAGE>   67

                  effectuate such assumption, such supplemental indenture in
                  respect thereof comply with this covenant and that all
                  conditions precedent in the Indenture relating to such
                  transaction have been satisfied.

                  Notwithstanding the foregoing, any Restricted Subsidiary may
consolidate, amalgamate or combine with or merge with or into or, directly or
indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or
substantially all of its properties and assets to the Company or, subject to the
condition set forth in clause (ii) in the preceding sentence, to any other
Restricted Subsidiary.

         Section 802. SUCCESSOR SUBSTITUTED.

                  Upon any consolidation, combination, amalgamation or merger,
or any sale, assignment, conveyance, transfer, lease or disposition of all or
substantially all of the properties and assets of the Company, if any, in
accordance with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or the successor Person to which such sale,
assignment, conveyance, transfer, lease or disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture and the Securities with the same effect as if such
successor had been named as the Company herein, in the Securities and the
Company shall be discharged from all obligations and covenants under the
Indenture and the Securities; PROVIDED that in the case of a transfer by lease,
the predecessor shall not be released from the payment of principal and interest
on the Securities.

































                                      -58-
<PAGE>   68



                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF
HOLDERS.

                  Without the consent of any Holders, the Company and any other
obligor under the Securities when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto or agreements or other instruments with respect
to the Indenture or any series of the Securities, in form satisfactory to the
Trustee, for any of the following purposes:

                  (a) to evidence the succession of another Person to the
Company pursuant to the provisions of Article Eight and the assumption by such
successor of the covenants, agreements and obligations of the Company in the
Indenture and in the Securities;

                  (b) to surrender any right or power conferred upon the Company
by the Indenture, to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the Holders as the
Board of Directors of the Company shall consider to be for the protection of the
Holders, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions, or
provisions a default or an Event of Default under the Indenture (PROVIDED,
HOWEVER, that with respect to any such additional covenant, restriction,
condition, or provision, such supplemental indenture may provide for a period of
grace after default, which may be shorter or longer than that allowed in the
case of other defaults, may provide for an immediate enforcement upon such
default, may limit the remedies available to the Trustee upon such default, or
may limit the right of Holders of a majority in aggregate principal amount of
any series of the Securities to waive such default);

                  (c) to cure any ambiguity or to correct or supplement any
provision contained in the Indenture, in any supplemental indenture or in the
Securities of any series that may be defective or inconsistent with any other
provision contained herein or therein, to convey, transfer, assign, mortgage or
pledge any property to or with the Trustee, or to make such other provisions in
regard to matters or questions arising under the Indenture as shall not
adversely affect the interests of any Holders;

                  (d) to modify or amend the Indenture in such a manner as to
permit the qualification of the Indenture or any supplemental indenture under
the Trust Indenture Act as then in effect;





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<PAGE>   69

                  (e) to comply with the provisions of Article Eight;

                  (f) to add guarantees with respect to any series of the
Securities of any series or to secure any series of the Securities of any
series;

                  (g) to make any change that does not adversely affect the
rights of any Holder; and

                  (h) to evidence and provide for the acceptance of appointment
by a successor or separate Trustee with respect to the Securities of any series
and to add to or change any of the provisions of the Indenture as shall be
necessary to provide for or facilitate the administration of the Indenture by
more than one Trustee.

         Section 902. SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF
HOLDERS.

                  Except as permitted by Section 901, with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities of all series affected thereby (voting as one class), by Act of said
Holders delivered to the Company and the Trustee, the Company when authorized by
Board Resolutions, and the Trustee may (i) enter into an indenture or indentures
supplemental hereto or agreements in form and substance reasonably satisfactory
to the Trustee, for the purpose of adding any provisions to, amending, modifying
or changing in any manner, or eliminating any of the provisions of the
Indenture, of any supplemental indenture or the Securities of each such series
(including but not limited to, for the purpose of modifying in any manner the
rights of the Holders under this Indenture or the Securities of such series) or
(ii) waive compliance with any provision in the Indenture or the Securities of
such series (other than waivers of past defaults covered by Section 513 and
waivers of covenants covered by Section 1008); PROVIDED, HOWEVER, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security of all series affected thereby:

                  (a) reduce the percentage in principal amount of the
Outstanding Securities of such series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver or compliance with certain provisions of this Indenture;

                  (b) reduce the rate of or extend the time for payment of
interest on the Securities of such series or reduce the amount of any payment of
interest on the Securities of such series;

                  (c) reduce the principal of or extend the Stated Maturity of
the Securities of such series;





                                      -60-
<PAGE>   70

                  (d) reduce the premium payable upon the redemption of the
Securities of such series or change the time at which the Securities of such
series may or shall be redeemed;

                  (e) impair the right to institute suit for enforcement of any
payment of principal, premium, if any, or interest on the Securities of such
series after the Stated Maturity thereof (or in the case of redemption, on or
after the Redemption Date);

         (f) make the Securities of such series payable in a currency other than
U.S. dollars;

                  (g) modify any of the provisions of this Section 902 or
Section 513 or 1008, except to increase the percentage of such Outstanding
Securities of such series required for such actions or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each such Security of such series affected thereby;

                  (h) amend or modify any of the provisions of this Indenture in
any manner which subordinates the Securities of such series issued hereunder in
right of payment to any other Indebtedness of the Company;

                  (i) release any security that may have been granted with
respect to the Securities of such series; or

                  (j) make any change in the provisions of the Indenture
relating to waivers of defaults or amendments that require unanimous consent.

                  Upon the written request of the Company, accompanied by a copy
of Board Resolutions authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture.

                  It shall not be necessary for any Act of Holders under this
Section 902 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         Section 903. EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 601 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture,





                                      -61-
<PAGE>   71

agreement or instrument (a) is authorized or permitted by this Indenture and (b)
does not violate the provisions of any agreement or instrument evidencing any
other Indebtedness of the Company or any Restricted Subsidiary. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture,
agreement or instrument which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Section 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

         Section 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

         Section 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article Nine may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities 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 of such series.

         Section 907. NOTICE OF SUPPLEMENTAL INDENTURES.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security of
any series affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.








                                      -62-
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                                   ARTICLE TEN

                                    COVENANTS

         Section 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company shall duly and punctually pay the principal of,
premium, if any, and interest on each of the series of Securities in accordance
with the terms of the applicable series of the Securities and this Indenture.

         Section 1002. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain an office or agency where
Securities may be presented or surrendered for payment. The Company also will
maintain in The City of New York an office or agency where Securities may be
surrendered for registration of transfer, redemption or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of the Trustee or its affiliates, at its
corporate trust office initially located at 101 Barclay Street, Floor 21W, New
York, New York 10286, will be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company will give prompt written notice to the Trustee of
the location and any change in the location of any 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
office of the Trustee or its affiliates and the Company hereby appoints the
Trustee or its affiliates such agent as its agent to receive all such
presentations, surrenders, notices and demands.

                  The Company may from time to time designate one or more other
offices or agencies (in or outside of 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 designation. The Company will give prompt written notice to
the Trustee of any such designation or rescission and any change in the location
of any such office or agency.

                  The Trustee shall initially act as Paying Agent for the
Securities.

         Section 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

                  If the Company or any of its Affiliates shall at any time act
as Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, premium, if any, or interest so becoming due





                                      -63-
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until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act.

                  If the Company or any of its Affiliates is not acting as
Paying Agent, the Company will, on or before 10:00 a.m. New York City time of
each due date of the principal of, premium, if any, or interest on any of the
Securities, deposit with a Paying Agent a sum in same day funds sufficient to
pay the principal, premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal, premium
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.

                  If the Company is not acting as Paying Agent, 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 sums held by it for the payment of the principal
of, premium, if any, or interest on the Securities in trust for the benefit of
the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

                  (b) give the Trustee notice of any Default by the Company (or
any other obligor upon the Securities) in the making of any payment of
principal, premium, if any, or interest on the Securities;

                  (c) at any time during the continuance of any such Default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent; and

                  (d) acknowledge, accept and agree to comply in all aspects
with the provisions of this Indenture relating to the duties, rights and
liabilities of such Paying Agent.

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if





                                      -64-
<PAGE>   74

any, or interest has become due and payable shall promptly be paid 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 thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the NEW YORK TIMES and THE WALL STREET JOURNAL (national
edition), and mail to each such Holder, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification, publication and mailing, any unclaimed
balance of such money then remaining will promptly be repaid to the Company.

         Section 1004. CORPORATE EXISTENCE.

                  Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and related rights and franchises (charter and statutory) of
the Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary or any trademark, trade name or
service mark of the Company or any Restricted Subsidiary if the Board of
Directors of the Company shall determine that the preservation thereof is no
longer necessary or desirable in the conduct or the business of the Company and
its Restricted Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the ability of the Company to perform its
obligations hereunder.

         Section 1005. RESTRICTIONS ON LIENS.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary of the Company to, Incur any Lien on any shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property of
the Company or a Restricted Subsidiary, whether such shares of stock,
Indebtedness or other obligations of a Subsidiary or Principal Property is owned
at the date of the Indenture or thereafter acquired, without in any such case
effectively providing that all the Securities will be directly secured equally
and ratably with such Lien.

                  (b) The foregoing restrictions will not apply to:

                  (1) the Incurrence of any Lien on any shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property
acquired after the date of the Indenture (including acquisitions by way of
merger or consolidation) by the Company or a Restricted Subsidiary
contemporaneously with such acquisition, or within 120 days thereafter, to
secure or provide for the payment or financing of any part of the purchase




                                      -65-
<PAGE>   75

price thereof, or the assumption of any Lien upon any shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property
acquired after the date of the Indenture existing at the time of such
acquisition, or the acquisition of any shares of stock, Indebtedness or other
obligations of a subsidiary or any Principal Property subject to any Lien
without the assumption thereof, PROVIDED that every such Lien referred to in
this clause (1) shall attach only to the shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property so acquired and fixed
improvements thereon;

                  (2) any Lien on any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property existing at the date of
the Indenture;

                  (3) any Lien on any shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property in favor of the Company or
any Restricted Subsidiary;

                  (4) any Lien on Principal Property being constructed or
improved securing loans to finance such construction or improvements;

                  (5) any Lien on shares of stock, Indebtedness or other
obligations of a Subsidiary or any Principal Property Incurred in connection
with the issuance of tax exempt government obligations; and

                  (6) any renewal of or substitution for any Lien permitted by
any of the preceding clauses (1) through (5), PROVIDED, in the case of a Lien
permitted under clause (1), (2) or (4), the debt secured is not increased nor
the Lien extended to any additional assets.

                  (c) Notwithstanding the foregoing, the Company or any
Restricted Subsidiary may create or assume Liens in addition to those permitted
by clauses (1) through (6), and renew, extend or replace such Liens, provided
that at the time of such creation, assumption, renewal, extension or replacement
of such Lien, and after giving effect thereto, together with any sale and
leaseback transactions permitted under Section 1006(b) hereof, Exempted Debt
does not exceed 20% of Consolidated Net Tangible Assets.

                  (d) For the purposes of this Section 1005 and Section 1006,
the giving of a guarantee which is secured by a Lien on any shares of stock,
Indebtedness or other obligations of a Subsidiary or any Principal Property, and
the creation of a Lien on any shares of stock, Indebtedness or other obligations
of a Subsidiary or any Principal Property to secure Indebtedness that existed
prior to the creation of such Lien, shall be deemed to involve the creation of
Indebtedness in an amount equal to the principal amount guaranteed or secured by
such Lien.



                                      -66-
<PAGE>   76

         Section 1006. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, sell or transfer, directly or indirectly, except to the Company
or a Restricted Subsidiary, any Principal Property as an entirety, or any
substantial portion thereof, with the intention of taking back a lease of such
property, except a lease for a period of two years or less at the end of which
it is intended that the use of such property by the lessee will be discontinued;
PROVIDED that, notwithstanding the foregoing, the Company or any Restricted
Subsidiary may sell any such Principal Property and lease it back for a longer
period:

                  (1) if the Company or such Restricted Subsidiary would be
entitled, pursuant to Section 1005 hereof, to create a mortgage on the property
to be leased securing Funded Debt in an amount equal to the Attributable Debt
with respect to such sale and leaseback transaction without equally and ratably
securing the outstanding Securities; or

                  (2) if the Company promptly informs the Trustee of such
transaction, the net proceeds of such transaction are at least equal to the Fair
Market Value (as determined by Board Resolution) of such property, and the
Company causes an amount equal to the net proceeds of the sale to be applied to
the retirement, within 180 days after receipt of such proceeds, of Funded Debt
Incurred or assumed by the Company or a Restricted Subsidiary (including the
Securities); PROVIDED further that, in lieu of applying all or any part of such
net proceeds to such retirement, the Company may, within 75 days after such sale
or transfer, deliver or cause to be delivered to the applicable trustee for
cancellation either debentures or notes evidencing Funded Debt of the Company
(which may include the Outstanding Securities) or of a Restricted Subsidiary
previously authenticated and delivered by the applicable trustee, and not
theretofore tendered for sinking fund purposes or called for a sinking fund or
otherwise applied as a credit against an obligation to redeem or retire such
Notes or debentures. If the Company so delivers debentures or Notes to the
applicable trustee with an Officers' Certificate, the amount of cash that the
Company will be required to apply to the retirement of Funded Debt will be
reduced by an amount equal to the aggregate of the then applicable optional
redemption prices (not including any optional sinking fund redemption prices) of
such debentures or Notes, or if there are no such redemption prices, the
principal amount of such debentures or Notes, provided, that in the case of
debentures or Notes which provide for an amount less than the principal amount
thereof to be due and payable upon a declaration of the maturity thereof, such
amount of cash shall be reduced by the amount of principal of such debentures or
Notes that would be due and payable as of the date of such application upon a
declaration of acceleration of the maturity thereof pursuant to the terms of the
indenture pursuant to which such debentures or Notes were issued; or






                                      -67-
<PAGE>   77

                  (3) if the Company, within 180 days after the sale or
transfer, applies or causes a Restricted Subsidiary to apply an amount equal to
the greater of the net proceeds of such sale or transfer or Fair Market Value of
the Principal Property so sold and leased back at the time of entering into such
sale and leaseback transaction (in either case as determined by Board Resolution
of the Company) to purchase other Principal Property having a Fair Market Value
at least equal to the Fair Market Value of the Principal Property (or portion
thereof) sold or transferred in such sale and leaseback transaction.

                  (b) Notwithstanding the foregoing, the Company or any
Restricted Subsidiary may enter into sale and leaseback transactions in addition
to those permitted in this paragraph and without any obligation to retire any
outstanding notes or other Funded Debt, provided that at the time of entering
into such sale and leaseback transactions and after giving effect thereto,
together with any Liens permitted under Section 1005(c) hereof, Exempted Debt
does not exceed 20% of Consolidated Net Tangible Assets.

         Section 1007. PROVISIONS OF FINANCIAL STATEMENTS.

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to Sections 13(a) or 15(d) if the Company was so subject,
such documents to be filed with the Commission on or prior to the date (the
"Required Filing Date") by which the Company would have been required so to file
such documents if the Company was so subject. The Company will also in any event
(x) within 15 days of each Required Filing Date (i) transmit by mail to all
holders, as their names and addresses appear in the security register, without
cost to such holders and (ii) file with the Trustee copies of the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Sections 13(a) or 15(d) of the
Exchange Act if the Company were subject to either of such Sections and (y) if
filing such documents by the Company with the Commission is not permitted under
the Exchange Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any
prospective holder at the Company's cost.

         Section 1008. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1005, 1006 and 1007 if, before
or after the time for such compliance, the Holders of not less than a majority
in aggregate principal amount of the Securities at the time Outstanding of each
series affected thereby (voting as one class) shall, by Act of such Holders,
waive such compliance in such instance with





                                      -68-
<PAGE>   78

such covenant or provision, 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.



































                                      -69-
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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101. RIGHTS OF REDEMPTION.

                  Each series of Securities will be redeemable, as a whole or in
part, at the option of the Company, at any time or from time to time, at a
Redemption Price (a "Redemption Price") equal to the greater of (i) 100% of the
principal amount of the applicable series of Securities to be redeemed and (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest on the applicable series of Securities discounted to the Redemption
Date (the "Redemption Date") on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate, plus 15
basis points for the 6 5/8% Notes due 2004 and 20 basis points for the 7 1/8%
Notes due 2009, respectively, plus, in each case, accrued interest thereon to
the Redemption Date.

         Section 1102. 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 Eleven.

         Section 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 days prior to the Redemption Date fixed by the
Company (unless a shorter notice period shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal
amount of the applicable series of Securities to be redeemed.

         Section 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all of the applicable series of Securities are to
be redeemed, the particular Securities or portions thereof to be redeemed shall
be selected not more than 60 nor less than 30 days prior to the Redemption Date.
The Trustee shall select the Securities or portions thereof to be redeemed on a
PRO RATA basis, by lot or by any other method the Trustee shall deem fair and
appropriate. The amounts to be redeemed shall be equal to $1,000 or any integral
multiple thereof.







                                      -70-
<PAGE>   80

                  The Trustee shall promptly notify the Company and the Security
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 redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

         Section 1105. NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all Outstanding Securities of a series are to
be redeemed, the identification of the particular Securities to be redeemed;

                  (d) in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security, new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued;

                  (e) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

                  (f) that on the Redemption Date, the Redemption Price will
become due and payable upon each such Security or portion thereof to be
redeemed, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said date;

                  (g) the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002 where such Securities are to be
surrendered for payment of the Redemption Price;

                  (h) the CUSIP number, if any, relating to such Securities; and



                                      -71-
<PAGE>   81

                  (i) the procedures that a Holder must follow to surrender the
Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request, by the Trustee in the name and at the expense of the Company.
If the Company elects to give notice of redemption, it shall provide the Trustee
with a certificate stating that such notice has been given in compliance with
the requirements of this Section 1105.

                  The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

         Section 1106. DEPOSIT OF REDEMPTION PRICE.

                  On or prior to 10:00 a.m. New York City time on any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company or any of its Affiliates is acting as Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in same day funds
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date or Special Payment Date) accrued interest on,
all the applicable series of Securities or portions thereof which are to be
redeemed on that date. The Paying Agent shall promptly mail or deliver to
Holders of Securities so redeemed payment in an amount equal to the Redemption
Price of the Securities purchased from each such Holder. Subject to Section
601(f), all money, if any, earned on funds held in trust by the Trustee or any
Paying Agent shall be remitted to the Company.

         Section 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities of the series 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 of such series shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
and Special Record Dates according to the terms and the provisions of Section
308.



                                      -72-
<PAGE>   82

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

         Section 1108. SECURITIES REDEEMED OR PURCHASED IN PART.

                  Any Security which is to be redeemed or purchased only in part
shall be surrendered to the Paying Agent at the office or agency maintained for
such purpose pursuant to Section 1002 (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's 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 that is not redeemed or purchased.

































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                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

         Section 1201. SATISFACTION AND DISCHARGE OF INDENTURE.

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

                  (a)      either

                           (1) all the Securities of such series theretofore
                  authenticated and delivered (other than (i) lost, stolen or
                  destroyed Securities of such series which have been replaced
                  or paid as provided in Section 308 or (ii) all Securities of
                  such series for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (2) all such Securities of such series not
                  theretofore delivered to the Trustee for cancellation (i) have
                  become due and payable or, (ii) will become due and payable at
                  their Stated Maturity within one year; and the Company has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust an amount in United States
                  dollars sufficient (in the opinion of a nationally recognized
                  firm of independent public accountants expressed in a written
                  certification thereof delivered to the Trustee) to pay and
                  discharge (without consideration of any reinvestment and after
                  payment of all taxes or other charges and assessments in
                  respect thereof payable by the Trustee) the entire
                  Indebtedness on the Securities of such series not theretofore
                  delivered to the Trustee for cancellation, including the
                  principal of, premium, if any, and accrued interest on, the
                  Securities of such series at such Maturity, Stated Maturity or
                  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 Independent Counsel, in form and substance
satisfactory to the





                                      -74-
<PAGE>   84

Trustee, each stating that (i) all conditions precedent herein relating to the
satisfaction and discharge hereof have been complied with, (ii) no default with
respect to the Securities of such series has occurred and is continuing on the
date of such deposit and (iii) such deposit does not result in a breach or
violation of, or constitute a default under, the Indenture or any other
agreement or instrument to which the Company is a party.

                  Notwithstanding the satisfaction and discharge hereof, the
obligations of the Company to the Trustee under Section 607 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

         Section 1202. APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph Section 1003,
all United States dollars deposited with the Trustee pursuant to Section 1201
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 of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

                                      * * *






























                                      -75-
<PAGE>   85


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

                             REPUBLIC SERVICES, INC.


                             By: /s/ Edward A. Lang, III
                                ------------------------------------
                                Name:  Edward A. Lang, III
                                Title: Vice President, Finance and Treasurer


                             THE BANK OF NEW YORK


                             By: /s/ Remo J. Reale
                                ------------------------------------
                                Name:  Remo J. Reale
                                Title: Vice President