<PAGE>   1
                                                                     EXHIBIT 4.5

   
                                                                    FFHS&J Draft
                                                                         8/15/97
    

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


                   ALLIED WASTE NORTH AMERICA, INC., as Issuer


                                       and


                   THE GUARANTORS NAMED HEREIN, as Guarantors


                                       to


                  FIRST TRUST NATIONAL ASSOCIATION, as Trustee


                                SENIOR INDENTURE


                       Dated as of _________________, 1997



                            Providing for Issuance of

                  Senior Subordinated Debt Securities in Series

             ======================================================
<PAGE>   2
                  Reconciliation and tie between Senior Subordinated Indenture,
dated as of _____________, 1997 (the "Indenture") and the Trust Indenture Act of
1939, as amended.


<TABLE>
<CAPTION>
Trust Indenture Act             Indenture
of 1939 Section                   Section
-----------------------------------------
<S>                             <C>
310(a)(1)..................................6.9
     (a)(2) ...............................6.9
     (a)(3) ...............................TIA
     (a)(4).................... Not Applicable
     (a)(5)................................TIA
     (b)........................6.8; 6.10; TIA

311(a).....................................TIA
     (b)...................................TIA

312(a)....................................10.1
     (b)...................................TIA
     (c)...................................TIA

313(a)...............................10.3; TIA
     (b)...................................TIA
     (c)...................................TIA
     (d)...................................TIA

314(a)...............................10.4; TIA
     (b)........................Not Applicable
     (c)(1)................................1.2
     (c)(2)................................1.2
     (c)(3).....................Not Applicable
     (d)........................Not Applicable
     (e)...................................TIA
     (f)...................................TIA

315(a).....................................6.1
     (b)...................................6.2
     (c)...................................6.1
     (d)(1)................................TIA
     (d)(2)................................TIA
     (d)(3)................................TIA
     (e)...................................TIA

316(a)(last sentence)......................1.1
     (a)(1)(A)........................5.2; 5.8
</TABLE>


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<PAGE>   3
<TABLE>
<CAPTION>
Trust Indenture Act                  Indenture
of 1939 Section                        Section
------------------------------------------------
<S>                                    <C>
     (a)(1)(B)...............................5.7
     (b)...............................5.9; 5.10
     (c).....................................TIA

317(a)(1)....................................5.3
     (a)(2)..................................5.4
     (b).....................................9.3

318(a)......................................1.12
     (b).....................................TIA
     (c)...............................1.12; TIA
</TABLE>


This reconciliation and tie section does not constitute part of the Indenture.

                                       -3-
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                                        <C>
Recitals ....................................................................................................................1

ARTICLE 1      Definitions and Other Provisions of General Application.......................................................1

               Section 1.1.   Definitions ...................................................................................1
               Section 1.2.   Compliance Certificates and Opinions..........................................................13
               Section 1.3.   Form of Documents Delivered to Trustee........................................................14
               Section 1.4.   Acts of Holders...............................................................................15
               Section 1.5.   Notices, Etc., to Trustee, Company and Guarantors.............................................17
               Section 1.6.   Notice to Holders; Waiver.....................................................................17
               Section 1.7.   Headings and Table of Contents................................................................18
               Section 1.8.   Successor and Assigns.........................................................................18
               Section 1.9.   Separability .................................................................................19
               Section 1.10.  Benefits of Indenture.........................................................................19
               Section 1.11.  Incorporators, Officers and Directors of the Company Exempt from Individual Liability.........19
               Section 1.12.  Governing Law; Conflict with Trust Indenture Act..............................................19
               Section 1.13.  Legal Holidays ...............................................................................20
               Section 1.14.  Moneys of Different Currencies to Be Segregated...............................................20
               Section 1.15.  Independence of Covenants.....................................................................20
               Section 1.16.  Counterparts .................................................................................20

ARTICLE 2      Security and Senior Guarantee Forms..........................................................................20

               Section 2.1.   Forms Generally ..............................................................................20
               Section 2.2.   Form of Trustee's Certificate of Authentication...............................................21
               Section 2.3    Form of Senior Guarantee......................................................................21
               Section 2.4.   Securities in Global Form.....................................................................26
               Section 2.5.   Form of Legend for Securities in Global Form..................................................27

ARTICLE 3      The Securities...............................................................................................27

               Section 3.1.   Amount Unlimited; Issuable in Series..........................................................27
               Section 3.2.   Denominations ................................................................................32
               Section 3.3.   Execution, Authentication, Delivery and Dating................................................32
               Section 3.4.   Temporary Securities..........................................................................36
               Section 3.5.   Registration, Transfer and Exchange...........................................................37
</TABLE>

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<TABLE>
<CAPTION>
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<S>                                                                                                                        <C>
               Section 3.6.   Replacement Securities........................................................................42
               Section 3.7.   Payment of Interest; Interest Rights Preserved................................................43
               Section 3.8.   Persons Deemed Owners.........................................................................46
               Section 3.9.   Cancellation .................................................................................47
               Section 3.10.   Computation of Interest......................................................................47
               Section 3.11.   CUSIP Numbers ...............................................................................47
               Section 3.12.   Currency and Manner of Payment in Respect of Securities......................................47

ARTICLE 4      Satisfaction, Discharge and Defeasance.......................................................................48

               Section 4.1.   Termination of Company's Obligations Under the Indenture......................................48
               Section 4.2.   Application of Trust Funds....................................................................49
               Section 4.3.   Applicability of Defeasance Provisions; Company's Option to Effect Defeasance or Covenant
                              Defeasance....................................................................................50
               Section 4.4.   Defeasance and Discharge......................................................................50
               Section 4.5.   Covenant Defeasance...........................................................................51
               Section 4.6.   Conditions to Defeasance or Covenant Defeasance...............................................51
               Section 4.7.   Deposited Money and Government Obligations to Be Held in Trust................................53
               Section 4.8.   Repayment to Company..........................................................................54
               Section 4.9.   Indemnity for Government Obligations..........................................................54
               Section 4.10.  Reinstatement ................................................................................54

ARTICLE 5      Defaults and Remedies........................................................................................55

               Section 5.1.   Events of Default ............................................................................55
               Section 5.2.   Acceleration; Rescission and Annulment........................................................57
               Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee...............................58
               Section 5.4.   Trustee May File Proofs of Claim..............................................................59
               Section 5.5.   Trustee May Enforce Claims Without Possession of Securities...................................59
               Section 5.6    Delay or Omission Not Waiver..................................................................60
               Section 5.7.   Waiver of Past Defaults.......................................................................60
               Section 5.8.   Control by Majority...........................................................................60
               Section 5.9.   Limitation on Suits by Holders................................................................60
               Section 5.10.  Rights of Holders to Receive Payment..........................................................61
               Section 5.11.  Application of Money Collected................................................................61
               Section 5.12.  Restoration of Rights and Remedies............................................................62
               Section 5.13.  Rights and Remedies Cumulative................................................................62
</TABLE>

                                      -ii-
<PAGE>   6
<TABLE>
<CAPTION>
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<S>                                                                                                                        <C>
               Section 5.14.  Undertaking for Costs.........................................................................63
               Section 5.15.  Waiver of Stay, Extension or Usury Laws.......................................................63

ARTICLE 6      The Trustee..................................................................................................63

               Section 6.1.   Certain Duties and Responsibilities...........................................................63
               Section 6.2.   Notice of Defaults............................................................................64
               Section 6.3.   Certain Rights of Trustee.....................................................................64
               Section 6.4.   Not Responsible for Recitals or Issuance of Securities........................................65
               Section 6.5.   May Hold Securities...........................................................................65
               Section 6.6.   Money Held in Trust...........................................................................66
               Section 6.7.   Compensation and Reimbursement................................................................66
               Section 6.8.   Conflicting Interests.........................................................................66
               Section 6.9.   Corporate Trustee Required; Eligibility.......................................................67
               Section 6.10.  Resignation and Removal; Appointment of Successor.............................................67
               Section 6.11.  Acceptance of Appointment by Successor........................................................69
               Section 6.12.  Merger, Conversion, Consolidation or Succession to Business...................................70
               Section 6.13.  Preferential Collection of Claims Against Company.............................................70
               Section 6.14.  Appointment of Authenticating Agent...........................................................70

ARTICLE 7      Consolidation, Merger or Sale of Assets by the Company.......................................................72

               Section 7.1.   Consolidation, Merger or Sale of Assets Permitted.............................................72

ARTICLE 8      Supplemental Indentures......................................................................................73

               Section 8.1.   Supplemental Indentures Without Consent of Holders............................................73
               Section 8.2.   Supplemental Indentures With Consent of Holders...............................................75
               Section 8.3.   Compliance with Trust Indenture Act...........................................................76
               Section 8.4.   Execution of Supplemental Indentures..........................................................77
               Section 8.5.   Effect of Supplemental Indentures.............................................................77
               Section 8.6.   Reference in Securities to Supplemental Indentures............................................77
               Section 8.7.   Notice of Supplemental Indentures.............................................................77

ARTICLE 9      Covenants....................................................................................................78

               Section 9.1.   Payment of Principal, Premium, if any, and Interest...........................................78
               Section 9.2.   Maintenance of Office or Agency...............................................................78
               Section 9.3.   Money for Securities Payments to Be Held in Trust; Unclaimed Money............................79
               Section 9.4.   Corporate Existence...........................................................................81
               Section 9.5.   Annual Review Certificate.....................................................................81
</TABLE>

                                     -iii-
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                                          Page
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<S>                                                                                                                        <C>
               Section 9.6.   Waiver of Certain Covenants...................................................................81

ARTICLE 10     Holders' Lists and Reports by Trustee and Company............................................................82

               Section 10.1.   Company to Furnish Trustee Names and Addresses of Holders....................................82
               Section 10.2.   Preservation of Information, Communications to Holders.......................................82
               Section 10.3.   Reports by Trustee...........................................................................83
               Section 10.4.   Reports by the Company and the Guarantors....................................................83

ARTICLE 11     Redemption...................................................................................................84

               Section 11.1.   Applicability of Article.....................................................................84
               Section 11.2.   Election to Redeem; Notice to Trustee........................................................84
               Section 11.3.   Selection of Securities to Be Redeemed.......................................................84
               Section 11.4.   Notice of Redemption.........................................................................85
               Section 11.5.   Deposit of Redemption Price..................................................................86
               Section 11.6.   Securities Payable on Redemption Date........................................................86
               Section 11.7.   Securities Redeemed in Part..................................................................87

ARTICLE 12     Sinking Funds................................................................................................88

               Section 12.1.   Applicability of Article.....................................................................88
               Section 12.2.   Satisfaction of Sinking Fund Payments with Securities........................................88
               Section 12.3.   Redemption of Securities for Sinking Fund....................................................88

ARTICLE 13     Meetings of Holders of Securities............................................................................89

               Section 13.1.   Purposes for Which Meetings May Be Called....................................................89
               Section 13.2.   Call, Notice and Place of Meetings...........................................................89
               Section 13.3.   Persons Entitled to Vote at Meetings.........................................................90
               Section 13.4.   Quorum; Action  90
               Section 13.5.   Determination of Voting Rights; Conduct and Adjournment of Meetings..........................91
               Section 13.6.   Counting Votes and Recording Action of Meetings..............................................92

ARTICLE 14     Conversion or Exchange of Securities.........................................................................93

               Section 14.1.   Applicability of Article.....................................................................93
               Section 14.2.   Exercise of Conversion or Exchange Privilege.................................................93
               Section 14.3.   No Fractional Equity Securities..............................................................94
</TABLE>

                                      -iv-
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<TABLE>
<CAPTION>
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<S>                                                                                                                        <C>
               Section 14.4.   Adjustment of Conversion or Exchange Price; Consolidation or Merger..........................95
               Section 14.5.   Notice of Certain Corporate Actions..........................................................96
               Section 14.6.   Reservation of Equity Securities.............................................................97
               Section 14.7.   Payment of Certain Taxes Upon Conversion or Exchange.........................................97
               Section 14.8.   Duties of Trustee Regarding Conversion or Exchange...........................................97
               Section 14.9.   Repayment of Certain Funds Upon Conversion or Exchange.......................................98

ARTICLE 15     Senior Guarantee.............................................................................................98

               Section 15.1.   Senior Guarantee ............................................................................98
               Section 15.2.   Execution and Delivery of Senior Guarantees.................................................101
               Section 15.3.   Subsidiary Guarantors May Consolidate, Etc., on Certain Terms...............................102
               Section 15.4.   Release of Guarantors.......................................................................102
               Section 15.5.   Additional Guarantors.......................................................................102
               ARTICLE 16      Jurisdiction and Consent to Service of Process..............................................103
               SECTION 16.1    Jurisdiction and Consent to Service of Process..............................................103
</TABLE>

                                      -v-
<PAGE>   9
         SENIOR INDENTURE (the "Indenture"), dated as of ___________, 1997,
among ALLIED WASTE NORTH AMERICA, INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), having its
principal office at 15880 North Greenway-Hayden Loop, Suite 100, Scottsdale,
Arizona 85260, each of the GUARANTORS (as hereinafter defined) and FIRST TRUST
NATIONAL ASSOCIATION, a national banking association, as Trustee (the
"Trustee").

                                    RECITALS

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

         Allied (as defined herein) owns beneficially and of record 100% of the
Capital Stock of the Company; the Company, directly or indirectly, owns
beneficially and of record 100% of the Capital Stock or other ownership
interests, as the case may be, of each Subsidiary Guarantor; Allied, the Company
and the Subsidiary Guarantors are members of the same consolidated group of
companies and are engaged in related businesses and the Guarantors will derive
direct and indirect economic benefit from the issuance of the Securities.
Accordingly, each of the Guarantors has duly authorized the execution and
delivery of this Indenture to provide for its Senior Guarantees with respect to
the Securities as set forth in this Indenture.

         All things necessary (i) to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, (ii) to make the Senior
Guarantees of each of the Guarantors, when executed by the respective Guarantors
and endorsed on the Securities executed, authenticated and delivered hereunder,
the valid obligations of the respective Guarantors, and (iii) to make this
Indenture a valid agreement of the Company and of each of the Guarantors, all in
accordance with their respective terms, have been done.

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

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions . (a) For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:



                                      -1-
<PAGE>   10
                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles as in effect in the United States of America from
         time to time; provided that when two or more principles are so
         generally accepted, it shall mean that set of principles consistent
         with those in use by the Company; and

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

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

                  "Agent" means any Paying Agent or Registrar.

                  "Allied" means Allied Waste Industries, Inc., a Delaware
corporation.

                  "Allied Guarantee" means the unconditional guarantee, on a
senior basis, by Allied of the due and punctual payment of principal (premium,
if any) and interest on the Securities, as provided pursuant to Article 16.

                  "Allied Subsidiary Guarantee" means the unconditional
guarantee, on a senior basis, by allied of each of the Subsidiary Guarantor's
obligations under the Subsidiary Guarantees.

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 6.14.

                  "Authorized Newspaper" means a newspaper of general
circulation, in the official language of the country of publication or in the
English language, customarily published on each Business Day whether or not
published on Saturdays, Sundays or



                                      -2-
<PAGE>   11
holidays. Whenever successive publications in an Authorized Newspaper are
required hereunder they may be made (unless otherwise expressly provided herein)
on the same or different days of the week and in the same or different
Authorized Newspapers.

                  "Bearer Security" means any Security issued hereunder which is
payable to bearer.

                  "Board of Directors" means, with respect to the Company or any
Guarantor, either the board of directors of the Company or of such Guarantor, as
the case may be, or any duly authorized committee of that board. Except as
otherwise provided or unless the context otherwise requires, each reference
herein to the "Board of Directors" shall mean the Board of Directors of the
Company.

                  "Board Resolution" of the Company or any Guarantor means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company or such Guarantor, as the case may be, to have been duly adopted by its
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Except as otherwise expressly
provided or unless the context otherwise requires, each reference herein to a
"Board Resolution" shall mean a Board Resolution of the Company.

                  "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law, regulation or executive
order to close.

                  "Capital Lease Obligation" of any Person means the obligation
to pay rent or other payment amounts under a lease of (or other arrangements
conveying the right to use) real or personal property by such Person which is
required to be classified and accounted for as a capital lease or a liability on
a balance sheet of such Person in accordance with generally accepted accounting
principles. The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty. The principal amount of such obligation shall be the capitalized amount
thereof that would appear on a balance sheet of such Person in accordance with
generally accepted accounting principles.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this Indenture such
Commission is not existing




                                      -3-
<PAGE>   12
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

                  "Company Order" and "Company Request" mean, respectively, a
written order or request signed in the name of the Company by two Officers, one
of whom must be the Chairman of the Board, the President, the Chief Executive
Officer, the Chief Operating Officer, the Chief Financial Officer, a Vice
President, the Treasurer or the Secretary of the Company.

                  "consent", "waive" and "rescind", when used with respect to
the consent, waiver or rescission of or by the Holders of a specified percentage
in aggregate principal amount of Securities of any series, shall mean any of (i)
a favorable vote with respect to such consent, waiver or rescission, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article 13, by the Holders of the applicable
percentage in aggregate principal amount of such Securities specified in the
second paragraph of Section 13.4; (ii) written consents, waivers or rescissions
of or by the Holders of such specified percentage in aggregate principal amount
of such Securities; and (iii) a combination of the favorable vote with respect
to such consent, waiver or rescission, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
13, by the Holders of less than the applicable percentage in aggregate principal
amount of such Securities specified in the second paragraph of Section 13.4 and
written consents, waivers or rescissions of other Holders of such Securities,
where the sum of the percentage of such Holders so voting in favor and the
percentage of such Holders signing such written consents, waivers or rescissions
is equal to at least such specified percentage.

                  "Corporate Trust Office" means an office of the Trustee in New
York, New York at which at any particular time its corporate trust business
shall be administered, which office at the date hereof is located at 100 Wall
Street, 20th Floor, New York, New York 10005, Attention: Corporate Trust
Administration.

                  "currency unit" for all purposes of this Indenture shall
include any composite currency, including, without limitation, ECU.

                  "Debt" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
(i) every obligation of such Person for money borrowed, (ii) every obligation of
such Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations Incurred in




                                      -4-
<PAGE>   13
connection with the acquisition of property, assets or businesses, (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
accrued liabilities arising in the ordinary course of business), (v) every
Capital Lease Obligation of such Person, (vi) the maximum fixed redemption or
repurchase price of Redeemable Interests of such Person at the time of
determination, (vii) every net payment obligation of such Person under interest
rate swap or similar agreements or foreign currency hedge, exchange or similar
agreements at the time of determination and (viii) every obligation of the type
referred to in Clauses (i) through (vii) of another Person and all dividends of
another Person the payment of which, in either case, such Person has Guaranteed
or for which such Person is responsible or liable, directly or indirectly,
jointly or severally, as obligor, Guarantor or otherwise.

                  "Default" means, with respect to securities of any series, any
event which is, or after notice or passage of time, or both, would be, an Event
of Default with respect to Securities of such Series.

                  "Depositary", when used with respect to the Securities of or
within any series issuable or issued in whole or in part in global form, means
the Person designated as Depositary by the Company pursuant to Section 3.1(b)
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
which is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

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

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

                  "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

                  "Exchange Rate Certificate" means a certificate, signed by a
Responsible Officer of the Trustee, setting forth (i) the applicable Market
Exchange Rate or the applicable bid quotation and (ii) the Dollar amount of
principal (and premium, if any) and interest, if any (on an aggregate basis and
on the basis of a Security having the lowest denomination principal amount in
the relevant currency or currency unit), that would be



                                      -5-
<PAGE>   14
payable with respect to a Security of the applicable series on the basis of such
Market Exchange Rate or the applicable bid quotation.

                  "Foreign Currency" means any currency issued by the government
of one or more countries other than the United States or by any recognized
confederation or association of such governments.

                  "Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case (x) or
(y), 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 of 1933, as amended) as custodian with respect to
any such Government Obligation or a specific payment of principal of or interest
on any such Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
principal of or interest on the Government Obligation evidenced by such
depository receipt.

                  "Guarantors" means Allied and the Subsidiary Guarantors.

                  "Guaranty" or "Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing any Debt, or dividends or
distributions on any equity security, of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, and including, without
limitation, any obligation of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Debt, (ii) to purchase property, securities or services for the purpose of
assuring the holder of such Debt of the payment of such Debt or (iii) to
maintain working capital, equity capital or other financial statement condition
or liquidity of the primary obligor so as to enable the primary obligor to pay
such Debt (and "Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings
correlative to the foregoing); provided, however, that the Guaranty by any
Person shall not include endorsements by such Person for collection or deposit,
in either case, in the ordinary course of business.

                  "Holder" means, with respect to a Bearer Security, a bearer
thereof or of an interest coupon appertaining thereto and, with respect to a
Registered Security, a Person in whose name a Security is registered on the
Register.

                                      -6-
<PAGE>   15
                  "Incur" means, with respect to any Debt of any Person, to
create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee
or otherwise become liable in respect of such Debt, or the taking of any other
action which would cause such Debt, in accordance with generally accepted
accounting principles to be recorded on the balance sheet of such Person (and
"Incurrence", "Incurred", "Incurrable" and "Incurring" shall have meanings
correlative to the foregoing), provided that, the Debt of any other Person
becoming a Restricted Subsidiary of such Person will be deemed for this purpose
to have been Incurred by such Person at the time such other Person becomes a
Restricted Subsidiary of such Person; provided, further, that a change in
generally accepted accounting principles that results in an obligation of such
Person that exists at such time becoming Debt shall not be deemed an Incurrence
of such Debt.

                  "Indenture" means this instrument as originally executed 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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.

                  "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity is based, at least
in part, upon the performance or value of a specified market index, reference
security or other variable and may be more or less than the principal face
amount thereof at original issuance.

                  "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity and, when used with respect to any other
Security, means the interest payable thereon in accordance with its terms.

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

                  "Lien" means, with respect to any property or assets, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement or title exception,
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 any conditional sale or other title retention agreement
having substantially the same economic effect as any of the foregoing).

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, (i) for a conversion of any
currency unit into




                                      -7-
<PAGE>   16
Dollars, the exchange rate between the relevant currency unit and Dollars
calculated by the method specified pursuant to Section 3.1 for the Securities of
the relevant series, and (ii) for a conversion of any Foreign Currency into
Dollars, the applicable exchange rate between such Foreign Currency and Dollars
set forth under the heading, "Currency Trading -- Exchange Rates" in the "Money
& Investing" section of The Wall Street Journal (or in such other section of The
Wall Street Journal in which foreign currency exchange rates may be regularly
published from time to time) as of the most recent available date, in each case
as determined by the Trustee. Unless otherwise specified with respect to any
Securities pursuant to Section 3.1, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i) and (ii), the
Trustee shall use the average of the quotations from at least three major banks
acceptable to the Company in The City of New York (which may include any such
bank acting as Trustee under this Indenture), or such other quotations as the
Trustee and the Company shall deem appropriate.

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

                  "Officer" means the Chairman of the Board, the President, the
Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company.

                  "Officers' Certificate" of the Company or of any Guarantor
means a certificate signed by the Chairman of the Board, a Vice Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company or such
Guarantor, as the case may be, and delivered to the Trustee. Unless the context
otherwise requires, each reference herein to an "Officers' Certificate" shall
mean an Officers' Certificate of the Company. References herein, or in any
Security or Senior Guarantee, to any officer of a Guarantor or other Person that
is a partnership shall mean such officer of the partnership or, if none, of a
general partner of the partnership authorized thereby to act on its behalf.

                  "Opinion of Counsel" means a written opinion from the general
counsel of the Company or other legal counsel who is reasonably acceptable to
the Trustee. Such counsel may be an employee of or counsel to the Company.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the stated principal amount thereof to be due
and payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.2.

                                      -8-
<PAGE>   17
                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

                  (ii) 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 Guarantor) in trust
or set aside and segregated in trust by the Company or a Guarantor (if the
Company or a Guarantor, as the case may be, shall act as a Paying Agent) for the
Holders of such Securities and any interest coupons appertaining thereto,
provided that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provisions therefor
satisfactory to the Trustee have been made;

                  (iii) Securities, except to the extent provided in Sections
4.4 and 4.5, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article 4; and

                  (iv) Securities which have been replaced or paid pursuant to
Section 3.6 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, (x) the principal
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Certificate, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of




                                      -9-
<PAGE>   18
original issuance of the amount determined as provided in clause (w) above) of
such Security, (y) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 3.1, and (z) Securities owned by the Company,
any Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, of any Guarantor or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company, any Guarantor or any other obligor upon the Securities or
any Affiliate of the Company, of any Guarantor or of such other obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of, premium, if any, interest, if any, and any other payments
due on any Securities on behalf of the Company.

                  "Periodic Offering" means an offering of Securities of a
series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula or formulae for
determining the rate or rates of interest thereon, if any, the Maturity thereof,
the redemption provisions, if any, and any other terms specified as contemplated
by Section 3.1, with respect thereto, are to be determined by the Company upon
the issuance of such Securities.

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

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places where the principal of,
premium, if any, interest and any other payments due on such Securities are
payable as specified as contemplated by Sections 3.1 and 9.2.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen




                                      -10-
<PAGE>   19
Security shall be deemed to evidence the same debt as the mutilated, destroyed,
lost or stolen Security.

                  "Redeemable Interest" of any Person means any equity security
of or other ownership interest in such Person that by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable) or
otherwise (including upon the occurrence of an event) matures or is required to
be redeemed (pursuant to any sinking fund obligation or otherwise) or is
convertible into or exchangeable for Debt or is redeemable at the option of the
holder thereof, in whole or in part, at any time prior to the final Stated
Maturity of the Securities.

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

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

                  "Registered Security" means any Security issued hereunder and
registered as to principal and interest in the Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of or within any series means the date specified
for that purpose as contemplated by Section 3.1.

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

                  "Restricted Subsidiary" means (i) at any date, a Subsidiary of
the Company that is not an Unrestricted Subsidiary as of such date and (ii) for
any period, a Subsidiary of the Company that for any portion of such period is
not an Unrestricted Subsidiary, provided that such term shall mean such
Subsidiary only for such portion of such period.

                  "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and more particularly means a Security or Securities
of the Company issued, authenticated and delivered under this Indenture.

                                      -11-
<PAGE>   20
                  "Senior Guarantees" means the Allied Guarantee, the Subsidiary
Guarantees and the allied Subsidiary Guarantee .

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.7.

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

                  "Subsidiary" of any Person means any Person of which at least
a majority of the outstanding voting securities having ordinary voting power for
the election of directors or other governing body, or other ownership interests
ordinarily constituting a majority voting interest, is owned or controlled,
directly or indirectly, by such Person or by one or more Subsidiaries of such
Person, or by such Person and one or more Subsidiaries of such Person.

                  "Subsidiary Guarantees" means the unconditional guarantees on
a senior basis by the respective Subsidiary Guarantors of the due and punctual
payment of principal, premium, if any, and interest on the Securities, as
provided pursuant to Article 16.

                  "Subsidiary Guarantors", as of any time, means each and all of
the Restricted Subsidiaries at such time, other than Reliant Insurance Company,
which Subsidiary Guarantors as of the date of this Indenture are set forth in
Schedule I hereto.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and as in effect on the date of this Indenture, except as provided in
Section 8.3; provided, however, that if the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

                  "Trustee" means the party named as such in the first paragraph
of this Indenture until a successor Trustee replaces it pursuant to the
applicable provisions of this Indenture, and thereafter means such successor
Trustee and if, at any time, there is more than one Trustee, "Trustee" as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of that series.

                  "United States" means, unless otherwise specified with respect
to the Securities of any series as contemplated by Section 3.1, the United
States of America



                                      -12-
<PAGE>   21
(including the States thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

                  "Unrestricted Subsidiary", with respect to any series of
Securities, shall have the meaning established in accordance with Section 3.1(b)
with respect to such series of Securities.

                  "U.S. Person" means, unless otherwise specified with respect
to the Securities of any series as contemplated by Section 3.1, a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust, the income of which is subject to
United States federal income taxation regardless of its source.

                  "Vice President", when used with respect to the Company or any
Guarantor, means any Vice President of such Person whether or not designated by
a number or a word or words added before or after the title "Vice President."

   
                  "Wholly Owned Restricted Subsidiary" means a Restricted
Subsidiary all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
the Company or by one or more Wholly Owned Restricted Subsidiaries or by the
Company and one or more Wholly Owned Restricted Subsidiaries.
    
 
                  (b) The following terms shall have the meanings specified in
the Sections referred to opposite such term below:
<TABLE>
<CAPTION>
                     Term                               Section
                     ----                               -------
<S>                                                      <C>
                 "Act"                                    1.4(a)
                 "Common Stock"                          14.1(b)(i)
                 "covenant defeasance"                    4.5
                 "Defaulted Interest"                     3.7(b)
                 "defeasance"                             4.4
                 "Equity Securities"                     14.1(b)
                 "Event of Default"                       5.1
                 "NASDAQ"                                 14.3
                 "Preferred Stock"                        14.1(b)(ii)
                 "Register"                               3.5
                 "Registrar"                              3.5
</TABLE>

                  Section 1.2. Compliance Certificates and Opinions . Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act
(including Section 314(c) of the Trust Indenture Act). Each such certificate or
opinion shall be given in the form of an Officers' Certificate, if to be given
by an officer or officers of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the Trust Indenture
Act and any other requirements set forth in this Indenture.

                                      -13-
<PAGE>   22
                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 2.4, the last paragraph of Section 3.3 and Section 9.5) shall include:

                  (a) a statement that each individual signing such certificate
or opinion has read such condition or covenant 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,
he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such condition or
covenant has been complied with; and

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

                  Section 1.3. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

                  Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows, or in the exercise of



                                      -14-
<PAGE>   23
reasonable care should know, that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or
opinion is based are erroneous.

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

                  Section 1.4. 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 (either
physically or by means of a facsimile or an electronic transmission, provided,
in the case of an electronic transmission, that it is transmitted through the
facilities of a Depositary) by such Holders in person or by agent or proxy duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof pursuant to the second paragraph of Section 13.4, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
13, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are received (either physically or,
if the Securities are held through the facilities of a Depositary, by means of a
facsimile or an electronic transmission, provided, in the case of an electronic
transmission, that it is transmitted through the facilities of a Depositary) by
the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments or so voting at such meeting. The Company
and the Trustee may assume that any Act of a Holder has not been modified or
revoked unless written notice to the contrary is received prior to the time that
the action to which such Act relates has become effective. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of the
Trust Indenture Act) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 13.6.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing and the authority of the Person executing the same
may be proved in any manner which the Trustee deems sufficient.

                                      -15-
<PAGE>   24
                  (c) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depository, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such trust company,
bank, banker or other depository, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
such certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, (ii) such Bearer Security is produced to the
Trustee by some other Person, (iii) such Bearer Security is surrendered in
exchange for a Registered Security or (iv) such Bearer Security is no longer
Outstanding. The ownership of Bearer Securities may also be proved in any other
manner which the Trustee deems sufficient.

                  (d) The ownership of Registered Securities shall be proved by
the Register.

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

                  (f) 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 Holders of Registered Securities 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
Section 316(c) of the Trust Indenture Act, 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 Registered Securities of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such



                                      -16-
<PAGE>   25
record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  Without limiting the foregoing, a Holder entitled to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of the principal amount of such Security to which
such appointment relates.

                  Section 1.5. Notices, Etc., to Trustee, Company and Guarantors
 . 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
Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department, or at any other address
previously furnished in writing to the Holders or the Company by the Trustee,
or, with respect to notices by the Company, transmitted by facsimile
transmission (confirmed by guaranteed overnight courier) to the following
facsimile number: (612) 244-0711 or to any other facsimile number previously
furnished in writing to the Company by the Trustee, or

                  (b) the Company or any Guarantor by the Trustee or by any
Holder shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to it
addressed to it at the address of the Company's principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company or, with respect to notices
by the Trustee, transmitted by facsimile transmission (confirmed by guaranteed
overnight courier) to the following facsimile number: (602) 423-9424 or to any
other facsimile number previously furnished in writing to the Trustee by the
Company.

                  Section 1.6. Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, (i) if any of the Securities
affected by such event are Registered Securities, such notice to the Holders
thereof shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each such Holder
affected by such event, at his or her address as it appears in the Register,
within the time prescribed for the giving of such notice, and (ii) if any of the
Securities affected by such event are Bearer Securities, notice to the Holders
thereof shall be sufficiently given (unless otherwise herein or in the terms of
such Bearer Securities


                                      -17-
<PAGE>   26
expressly provided) if published twice in an Authorized Newspaper in New York,
New York, and in such other city or cities, if any, as may be specified as
contemplated by Section 3.1. Such notices shall be deemed to have been given on
the date of such mailing or publication.

                  In any case where notice to Holders is given by mail or by
publication, neither the failure to mail or publish such notice, nor any defect
in any notice so mailed or published, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or of Bearer Securities. Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.

                  If by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice as
provided above, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
If it is impossible or, in the opinion of the Trustee, impracticable to give any
notice by publication in the manner herein required, then such publication in
lieu thereof as shall be made with the approval of the Trustee shall constitute
a sufficient publication of such notice.

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

                  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 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.

                  Section 1.7. Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

                  Section 1.8. Successor and Assigns. All covenants and
agreements in this Indenture by the Company or any Guarantor shall bind its
successors and assigns, whether so expressed or not.

                  Section 1.9. Separability. In case any provision of this
Indenture or the Securities or the Senior Guarantees 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.

                                      -18-
<PAGE>   27
                  Section 1.10. Benefits of Indenture. Nothing in this
Indenture or in the Securities or the Senior Guarantees, expressed or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

                  Section 1.11. Incorporators, Officers and Directors of the
Company Exempt from Individual Liability . No recourse under or upon any
obligation, covenant or agreement of or contained in this Indenture or of or
contained in any Security or interest coupon appertaining thereto, or for any
claim based thereon or otherwise in respect thereof, or because of any
indebtedness represented thereby, shall be had against any incorporator, officer
or director, as such, past, present or future, of the Company or any successor
Person, either directly or through the Company or any successor Person, whether
by virtue of any constitution, statute or rule of law, by the enforcement of any
assessment or penalty, by any legal or equitable proceeding or otherwise; it
being expressly understood that all such liability is hereby expressly waived
and released as a condition of the acceptance of, and as a part of the
consideration for the execution of this Indenture and the issuance of, the
Securities and any interest coupons appertaining thereto.

                  Section 1.12. Governing Law; Conflict with Trust Indenture Act
 . THIS INDENTURE, THE SECURITIES, THE SENIOR GUARANTEES ENDORSED THEREON AND ANY
INTEREST COUPONS APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Indenture is subject to
the Trust Indenture Act and if any provision hereof limits, qualifies or
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.
Whether or not this Indenture is required to be qualified under the Trust
Indenture Act, the provisions of the Trust Indenture Act required to be included
in an indenture in order for such indenture to be so qualified shall be deemed
to be included in this Indenture with the same effect as if such provisions were
set forth herein and any provisions hereof which may not be included in an
indenture which is so qualified shall be deemed to be deleted or modified to the
extent such provisions would be required to be deleted or modified in an
indenture so qualified.

                  Section 1.13. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of any Security
or interest coupon or any Senior Guarantee other than a provision in the
Securities of any series which specifically states that such provision shall
apply in lieu of this Section), payment of principal, premium, if any, or
interest need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on such date; provided that no interest



                                      -19-
<PAGE>   28
shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date, sinking fund payment date, Stated
Maturity or Maturity, as the case may be, if such amount is so paid on the next
succeeding Business Day.

                  Section 1.14. Moneys of Different Currencies to Be Segregated
 . The Trustee shall segregate all moneys, funds and accounts held by the Trustee
hereunder in one currency from any moneys, funds and accounts held by the
Trustee hereunder in any other currencies, notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such amounts.

                  Section 1.15. 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 covenant, 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 1.16. Counterparts. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

                                    ARTICLE 2
                       SECURITY AND SENIOR GUARANTEE FORMS

                  Section 2.1. Forms Generally. The Securities of each series
and the interest coupons, if any, to be attached thereto and the Senior
Guarantees to be endorsed thereon shall be in substantially such form as shall
be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have 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 applicable securities exchange, organizational document,
governing instrument or law or as may, consistently herewith, be determined by
the officers executing such Securities and interest coupons, if any, or Senior
Guarantees to be endorsed thereon, as the case may be, as evidenced by their
execution of the Securities and interest coupons, if any, or Senior Guarantees
to be endorsed thereon, as the case may be. If temporary Securities and Senior
Guarantees of any series are issued as permitted by Section 3.4, the form
thereof also shall be established as provided in the preceding sentence. If the
forms of Securities and interest coupons, if any, and Senior Guarantees of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution together with an appropriate record of any such
action taken pursuant thereto, including a copy of the approved form of
Securities or interest coupons,



                                      -20-
<PAGE>   29
if any, and Senior Guarantees shall be delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.3 for the
authentication and delivery of such Securities.

                  Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest coupons attached.

                  The definitive Securities and interest coupons, if any, may be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner (or, if such Securities are listed on any securities
exchange, any other manner permitted by the rules of such securities exchange),
all as determined by the officers executing such Securities and interest
coupons, if any, as evidenced by their execution of such Securities and interest
coupons, if any.

                  Section 2.2. Form of Trustee's Certificate of Authentication .
The Trustee's certificate of authentication shall be in substantially the
following form:

                  This is one of the Securities with the Senior Guarantees
endorsed thereon of the series designated therein referred to in the
within-mentioned Indenture.

                                            FIRST TRUST NATIONAL ASSOCIATION,
                                            as Trustee

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

                  Section 2.3 Form of Senior Guarantee.

                                SENIOR GUARANTEE

                  For value received, each of the Guarantors named (or deemed
herein to be named) below hereby jointly and severally unconditionally
guarantees, on a senior basis to the Holder of the Security upon which this
Senior Guarantee is endorsed, and to the Trustee on behalf of such Holder, the
due and punctual payment of the principal of (and premium, if any) and interest
on such Security when and as the same shall become due and payable, whether at
the Stated Maturity, by acceleration, call for redemption, purchase or
otherwise, according to the terms thereof and of the Indenture referred to
therein. In case of the failure of the Company punctually to make any such
payment, each of the Guarantors hereby jointly and severally agrees to cause
such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by acceleration, call for redemption,
purchase or otherwise, and as if such payment were made by the Company.

                                      -21-
<PAGE>   30
                  Each of the Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of such Security or the Indenture, the
absence of any action to enforce the same, any creation, exchange, release or
non-perfection of any Lien on any collateral for, or any release or amendment or
waiver of any term of any other Guarantee of, or any consent to departure from
any requirement of any other Guarantee of, all or of any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of the Bankruptcy Code of the application of Section 1111(b)(2) of the
Bankruptcy Code, any borrowing or grant of a security interest by the Company,
as debtor-in-possession, under Section 364 of the Bankruptcy Code, the
disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of
the claims of the Trustee or any of the Holders for payment of any of the
Securities, any waiver or consent by the Holder of such Security or by the
Trustee or either of them with respect to any provisions thereof or of the
Indenture, the obtaining of any judgment against the Company (or with respect to
the Allied Subsidiary Guarantee, any Subsidiary Guarantee) or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each of the Guarantors
hereby waives the benefits of diligence, presentment, demand of payment, any
requirement that the Trustee or any of the Holders protect, secure, perfect or
insure any security interest in or other Lien on any property subject thereto or
exhaust any right or take any action against the Company (or, with respect to
the Allied Subsidiary Guarantee, any Subsidiary Guarantee) or any other Person
or any collateral, filing of claims with a court in the event of insolvency or
bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee,
any Subsidiary Guarantee), any right to require a proceeding first against the
Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary
Guarantee), protest or notice with respect to such Security (or, with respect to
the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Senior
Guarantee will not be discharged except by complete performance of the
obligations contained in such Security (or, with respect to the Allied
Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior Guarantee.
Each of the Guarantors hereby agrees that, in the event of a default in payment
of principal (or premium, if any) or interest on such Security (or, with respect
to the Allied Subsidiary Guarantee, the Subsidiary Guarantees) whether at its
Stated Maturity, by acceleration, call for redemption, purchase or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, the
Holder of such Security (or, with



                                      -22-
<PAGE>   31
respect to the Allied Subsidiary Guarantee, the Subsidiary Guarantees), subject
to the terms and conditions set forth in the Indenture, directly against each or
any of the Guarantors to enforce this Senior Guarantee without first proceeding
against the Company. Each Guarantor agrees that if, after the occurrence and
during the continuance of an Event of Default, the Trustee or any of the Holders
are prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Securities (or, with respect to the Allied
Subsidiary Guarantee, the Subsidiary Guarantees), to collect interest on the
Securities (or, with respect to the Allied Subsidiary Guarantee, the Subsidiary
Guarantees), or to enforce or exercise any other right or remedy with respect to
the Securities (or, with respect to the Allied Subsidiary Guarantee, the
Subsidiary Guarantees), such Guarantor agrees to pay to the Trustee for the
account of the Holders, upon demand therefor, the amount that would otherwise
have been due and payable had such rights and remedies been permitted to be
exercised by the Trustee or any of the Holders.

                  No reference herein to the Indenture and no provision of this
Senior Guarantee or of the Indenture shall alter or impair the Senior Guarantee
of any Guarantor, which is absolute and unconditional, of the due and punctual
payment of the principal (and premium, if any) and interest on the Security upon
which this Senior Guarantee is endorsed.

                  Each Guarantor shall be subrogated to all rights of the Holder
of such Security against the Company (or, with respect to the Allied Subsidiary
Guarantee, any Subsidiary Guarantee) in respect of any amounts paid by such
Guarantor on account of such Security (or, with respect to the Allied Subsidiary
Guarantees on account of the Subsidiary Guarantees) pursuant to the provisions
of its Senior Guarantee or the Indenture; provided, however, that such Guarantor
shall not be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of (and premium, if
any) and interest on this Security and all other Securities issued under the
Indenture shall have been paid in full.

                  This Senior Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary
Guarantee) for liquidation or reorganization, should the Company (or, with
respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantee) become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any significant part of the
Company's (or with respect to the Allied Subsidiary Guarantee, the Subsidiary
Gurantors') assets, and shall, to the fullest extent permitted by law, continue
to be effective or be reinstated, as the case may be, if at any time payment and
performance of the Securities is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee on
the Securities (or with respect to the Allied Subsidiary Guarantee, or the
Subsidiary Guarantees) , whether as a "voidable preference," "fraudulent
transfer" or otherwise, all as though such payment or performance had not been
made. In the event that any payment, or any part thereof, is rescinded, reduced,
restored or returned, the Securities shall, to the fullest extent permitted by
law, be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

                                      -23-
<PAGE>   32
                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under this Senior Guarantee.

                  The Guarantors or any particular Guarantor shall be released
from this Senior Guarantee upon the terms and subject to certain conditions
provided in the Indenture.

                  By delivery of a supplemental indenture to the Trustee in
accordance with the terms of the Indenture, each Person that becomes a
Subsidiary Guarantor after the date of the Indenture will be deemed to have
executed and delivered this Subsidiary Guarantee for the benefit of the Holder
of the Security upon which this Subsidiary Guarantee is endorsed, with the same
effect as if such Subsidiary Guarantor was named below and had executed and
delivered this Subsidiary Guarantee.

                  All terms used in this Senior Guarantee which are defined in
the Indenture referred to in the Security upon which this Senior Guarantee is
endorsed shall have the meanings assigned to them in such Indenture.

                  This Senior Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Security upon which this
Senior Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by manual signature.

                  Reference is made to Article Fifteen of the Indenture for
further provisions with respect to this Senior Guarantee.

                  THIS SENIOR GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      -24-
<PAGE>   33
                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Senior Guarantee to be duly executed.

                          Allied Waste Industries, Inc.,
                          As Guarantor of the Securities and as Guarantor
                          of the obligations of the Subsidiary Guarantors under
                          the Subsidiary Guarantees

                          By:
                              -----------------------------------
                                   [Officer]
Attest:

------------------------
[Secretary]
[Assistant Secretary]

                          Each of the Subsidiary Guarantors
                          Listed on Schedule I to the Indenture,
                          As Guarantor of the Securities


                          By:*/
                              -----------------------------------
                                   [Officer]
Attest:*

------------------------
[Secretary]
[Assistant Secretary]

                  Section 2.4. Securities in Global Form . If Securities of or
within a series are issuable in whole or in part in global form, any such
Security may provide that it shall represent the aggregate or specified amount
of Outstanding Securities from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities represented thereby
may from time to time be reduced or increased to reflect exchanges for
certificated securities. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby, shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4.
Subject to the provisions of

*/ Signing as duly authorized officer for each such Subsidiary Guarantor.

                                      -25-
<PAGE>   34
Section 3.3, Section 3.4, if applicable, and Section 3.5, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. Any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 1.2 hereof and need not be accompanied
by an Officers' Certificate or an Opinion of Counsel.

                  The provisions of the last paragraph of Section 3.3 shall
apply to any Security in global form if such Security was never issued and sold
by the Company and the Company delivers to the Trustee the Security in global
form together with written instructions (which need not comply with Section 1.2
hereof and need not be accompanied by an Officers' Certificate or an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last paragraph of Section 3.3.

                  Notwithstanding the provisions of Section 2.1 and 3.7, unless
otherwise specified as contemplated by Section 3.1, payment of principal of,
premium, if any, and interest on any Registered Security in permanent global
form shall be made to the registered holder thereof.

                  Section 2.5. Form of Legend for Securities in Global Form .
Any Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form or in such other form as may be
specified in accordance with Section 3.1:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY."

                                    ARTICLE 3
                                 THE SECURITIES

                  Section 3.1. Amount Unlimited; Issuable in Series . (a) The
aggregate principal amount of Securities which may be authenticated and
delivered under this



                                      -26-
<PAGE>   35
Indenture is unlimited. The Securities may be issued from time to time in one or
more series.

                  (b) The following matters shall be established with respect to
each series of Securities issued hereunder (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.3) set
forth, or determined in the manner provided, in an Officers' Certificate or
(iii) in one or more indentures supplemental hereto:

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (which limit shall not pertain to Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the series pursuant to
         Section 3.4, 3.5, 3.6, 8.6 or 11.7 or any Securities that, pursuant to
         Section 3.3, are deemed never to have been authenticated and delivered
         hereunder);

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

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method or methods of calculating
         such rate or rates of interest, the date or dates from which such
         interest shall accrue or the method or methods by which such date or
         dates shall be determined, the Interest Payment Dates on which any such
         interest shall be payable, the right, if any, of the Company to defer
         or extend an Interest Payment Date and, with respect to Registered
         Securities, the Regular Record Date, if any, for the interest payable
         on any Registered Security on any Interest Payment Date, and the basis
         upon which interest shall be calculated if other than that of a 360-day
         year of twelve 30-day months;

                  (5) the place or places where the principal of, premium, if
         any, and interest, if any, on Securities of the series shall be
         payable, any Registered Securities of the series may be surrendered for
         registration of transfer, Securities of the series may be surrendered
         for exchange and notices and demands to or upon the Company in respect
         of the Securities of the series and this Indenture may be served and
         where notices to Holders pursuant to Section 1.6 will be published;

                  (6) the period or periods within which, the price or prices at
         which, the currency or currencies (including currency unit or units) in
         which, and the other



                                      -27-
<PAGE>   36
         terms and conditions upon which, Securities of the series may be
         redeemed, in whole or in part, at the option of the Company and, if
         other than as provided in Section 11.3, the manner in which the
         particular Securities of such series (if less than all Securities of
         such series are to be redeemed) are to be selected for redemption;

                  (7) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or upon the happening of a specified event or at
         the option of a Holder thereof and the period or periods within which,
         the price or prices at which, the currency or currencies (including
         currency unit or units) in which, and the other terms and conditions
         upon which, Securities of the series shall be redeemed or purchased, in
         whole or in part, pursuant to such obligation;

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

                  (9) if other than Dollars, the currency or currencies
         (including currency unit or units) in which the principal of, premium,
         if any, and interest, if any, on the Securities of the series shall be
         payable, or in which the Securities of the series shall be denominated,
         and the particular provisions applicable thereto in accordance with, in
         addition to, or in lieu of the provisions of Section 3.12;

                  (10) if the payments of principal of, premium, if any, or
         interest, if any, on the Securities of the series are to be made, at
         the election of the Company or a Holder, in a currency or currencies
         (including currency unit or units) other than that in which such
         Securities are denominated or designated to be payable, the currency or
         currencies (including currency unit or units) in which such payments
         are to be made, the terms and conditions of such payments and the
         manner in which the exchange rate with respect to such payments shall
         be determined, and the particular provisions applicable thereto in lieu
         of the provisions of Section 3.12;

                  (11) if the amount of payments of principal of, premium, if
         any, and interest, if any, on the Securities of the series shall be
         determined with reference to an index, formula or other method (which
         index, formula or method may be based, without limitation, on a
         currency or currencies (including currency unit or units) other than
         that in which the Securities of the series are denominated or
         designated to be payable), the index, formula or other method by which
         such amounts shall be



                                      -28-
<PAGE>   37
         determined and any special voting or defeasance provisions in
         connection therewith;

                  (12) if other than the entire principal amount thereof, the
         portion of the principal amount of such Securities of the series which
         shall be payable upon declaration of acceleration thereof pursuant to
         Section 5.2 or the method by which such portion shall be determined;

                  (13) if other than as provided in Section 3.7, the Person to
         whom any interest on any Registered Security of the series shall be
         payable and the manner in which, or the Person to whom, any interest on
         any Bearer Securities of the series shall be payable;

                  (14) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (15) any deletions from, modifications of or additions to the
         Events of Default set forth in Section 5.1 or covenants of the Company
         set forth in Article 9 pertaining to the Securities of the series;

                  (16) under what circumstances, if any, and with what
         procedures and documentation the Company will pay additional amounts on
         the Securities and interest coupons, if any, of that series held by a
         Person who is not a U.S. Person (including any modification of the
         definition of such term) in respect of taxes, assessments or similar
         charges withheld or deducted and, if so, whether the Company will have
         the option to redeem such Securities rather than pay such additional
         amounts (and the terms of any such option);

                  (17) whether Securities of the series shall be issuable as
         Registered Securities or Bearer Securities (with or without interest
         coupons), or both, and any restrictions applicable to the offering,
         sale, transfer or delivery of Bearer Securities and, if other than as
         provided in Section 3.5, the terms upon which Bearer Securities of a
         series may be exchanged for Registered Securities of the same series
         and vice versa;

                  (18) the date as of which any Bearer Securities of the series
         and any temporary global Security representing Outstanding Securities
         of the series shall be dated if other than the date of original
         issuance of the first Security of the series to be issued;

                  (19) the forms of the Securities and interest coupons, if any,
         of the series;

                                      -29-
<PAGE>   38
                  (20) the applicability, if any, to the Securities and interest
         coupons, if any, of or within the series of Sections 4.4 and 4.5, or
         such other means of defeasance or covenant defeasance as may be
         specified for the Securities and interest coupons, if any, of such
         series, and whether, for the purpose of such defeasance or covenant
         defeasance, the term "Government Obligations" shall include obligations
         referred to in the definition of such term which are not obligations of
         the United States or an agency or instrumentality of the United States;

                  (21) if other than the Trustee, the identity of the Registrar
         and any Paying Agent;

                  (22) if the Securities of the series shall be issued in whole
         or in part in global form, (i) the Depositary for such global
         Securities, (ii) whether beneficial owners of interests in any
         Securities of the series in global form may exchange such interests for
         certificated Securities of such series, to be registered in the names
         of or to be held by such beneficial owners or their nominees and to be
         of like tenor of any authorized form and denomination, and (iii) if
         other than as provided in Section 3.5, the circumstances under which
         any such exchange may occur;

                  (23) any restrictions on the registration, transfer or
         exchange of the Securities;

                  (24) if the Securities of the series may be issued or
         delivered (whether upon original issuance or upon exchange of a
         temporary Security of such series or otherwise), or any installment of
         principal or interest is payable, only upon receipt of certain
         certificates or other documents or satisfaction of other conditions in
         addition to those specified in this Indenture, the form and terms of
         such certificates, documents or conditions;

                  (25) the terms and conditions of any right to convert or
         exchange Securities of the series into or for Equity Securities of the
         Company, including provisions for the payment of interest on Securities
         being converted or exchanged as contemplated by Section 3.7(d) and
         Section 14.2;

                  (26) whether the Securities are secured or unsecured, and if
         secured, the security and related terms in connection therewith;

                  (27) the definition of "Unrestricted Subsidiary" to be used
         for such series; and

                  (28) any other terms of the series including any terms which
         may be required by or advisable under United States laws or regulations
         or advisable (as



                                      -30-
<PAGE>   39
         determined by the Company) in connection with the marketing of
         Securities of the series.

                  (c) Subject to Section 1.12 and any controlling provision of
the Trust Indenture Act, in the event of any inconsistency between the terms of
this Indenture and the terms applicable to a series of Securities established in
the manner permitted by Section 3.1(b), the (i) Board Resolution, (ii) Officer's
Certificate or (iii) supplemental indenture setting forth such conflicting term
shall prevail.

                  (d) All Securities of any one series and interest coupons, if
any, appertaining thereto shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section 3.3)
set forth, or determined in the manner provided, in the related Officers'
Certificate or (iii) in an indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

                  (e) If any of the terms of the Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

                  Section 3.2. Denominations . Unless otherwise provided as
contemplated by Section 3.1(b), any Registered Securities of a series
denominated in Dollars shall be issuable in denominations of U.S. $1,000 and any
integral multiple thereof and any Bearer Securities of a series denominated in
Dollars shall be issuable in the denomination of U.S. $5,000 and any integral
multiple thereof. Securities denominated in a Foreign Currency shall be issuable
in such denominations as are established with respect to such Securities in or
pursuant to this Indenture.

                  Section 3.3. Execution, Authentication, Delivery and Dating.
Securities shall be executed on behalf of the Company by the Chairman of the
Board, the President, the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer or any Vice President of the Company, and need not
be attested. The signatures of any of these officers on the Securities may be
manual or facsimile. The interest coupons, if any, of Bearer Securities shall
bear the facsimile signature of the Chairman of the Board, the President, the
Chief Executive Officer, the Chief Operating Officer, the Chief Financial
Officer or any Vice President of the Company, and need not be attested.




                                      -31-
<PAGE>   40
                  Securities and interest coupons bearing the manual or
facsimile signatures of individuals who were at any time Officers of the Company
shall bind the Company, notwithstanding that such individuals or any of them
have ceased to be Officers prior to the authentication and delivery of such
Securities or were not Officers at the date of such Securities.

                  At any time and from time to time, the Company may deliver
Securities, together with any interest coupons appertaining thereto, of any
series executed by the Company and having endorsed (by attachment or imprint)
thereon the Senior Guarantees executed as provided in Section 16.2 by the
Guarantors to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities with such Senior Guarantees
endorsed thereon, and the Trustee in accordance with such Company Order shall
authenticate and deliver such Securities with such Senior Guarantees endorsed
thereon to or upon the order of the Company (as set forth in such Company
Order); provided, however, that, in the case of Securities of a series offered
in a Periodic Offering, the Trustee shall authenticate and deliver such
Securities from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, promptly confirmed
in writing) acceptable to the Trustee as may be specified by or pursuant to a
Company Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series.

                  If the form or terms of the Securities with the Senior
Guarantees endorsed thereon of a series have been established by or pursuant to
one or more Board Resolutions or one or more indentures supplemental hereto as
permitted by Sections 2.1 and 3.1, in authenticating such Securities with the
Senior Guarantees endorsed thereon and accepting the additional responsibilities
under this Indenture in relation to such Securities with the Senior Guarantees
endorsed thereon, the Trustee shall be entitled to receive, and (subject to
section 315(a) through (d) of the Trust Indenture Act) shall be fully protected
in relying upon,

                  (i) an Opinion of Counsel stating:

                  (1) if the form or forms of such Securities and any interest
         coupons with Senior Guarantees endorsed thereon have been established
         by or pursuant to a Board Resolution as permitted by Section 2.1, that
         such forms have been established in conformity with the provisions of
         this Indenture;

                  (2) if the terms of such Securities and any interest coupons
         with Senior Guarantees endorsed thereon have been, or, in the case of
         Securities of a series with Senior Guarantees endorsed thereon offered
         in a Periodic Offering, will be, established by or pursuant to a Board
         Resolution as permitted by Section 3.1, that



                                      -32-
<PAGE>   41
         such terms have been, or, in the case of Securities of a series with
         Senior Guarantees endorsed thereon offered in a Periodic Offering, will
         be, established in conformity with the provisions of this Indenture,
         subject, in the case of Securities with Senior Guarantees endorsed
         thereon offered in a Periodic Offering, to any conditions specified in
         such Opinion of Counsel;

                  (3) if the form or terms of such Securities have been
         established in an indenture supplemental hereto, that such supplemental
         indenture has been duly authorized, executed and delivered by the
         Company and the Guarantors and, when duly authorized, executed and
         delivered by the Trustee, will constitute a legal, valid and binding
         obligation enforceable against the Company and the Guarantors in
         accordance with its terms, subject to (i) bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and other similar laws
         of general applicability relating to or affecting the enforcement of
         creditors' rights and to general principles of equity (regardless of
         whether enforcement is sought in a proceeding in equity or at law), and
         (ii) such other reasonable exceptions as may be specified in such
         Opinion of Counsel; and

                  (4) that such Securities, together with any interest coupons
         appertaining thereto, and the Senior Guarantees when issued by the
         Company and the Guarantors and (in the case of the Securities)
         authenticated and delivered by the Trustee in the manner and subject to
         any conditions specified in such Opinion of Counsel, will constitute
         valid and legally binding obligations of the Company and the
         Guarantors, respectively, enforceable against the Company and the
         Guarantors in accordance with their terms, subject to (i) bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and other
         similar laws of general applicability relating to or affecting the
         enforcement of creditors' rights and to general equity principles
         (regardless of whether enforcement is sought in a proceeding in equity
         or at law) and except further as enforcement thereof may be limited by
         (A) requirements that a claim with respect to any Securities or Senior
         Guarantees denominated other than in Dollars (or a Foreign Currency or
         currency unit judgment in respect of such claim) be converted into
         Dollars at a rate of exchange prevailing on a date determined pursuant
         to applicable law or (B) governmental authority to limit, delay or
         prohibit the making of payments in Foreign Currencies or currency units
         or payments outside the United States, and (ii) such other reasonable
         exceptions as may be specified in such Opinion of Counsel; and

                  (ii) an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the issuance of such
Securities have been complied with and that, to the knowledge of the signers of
such certificate, no Event of Default with respect to such Securities shall have
occurred and be continuing.

                                      -33-
<PAGE>   42
                  Notwithstanding that such form or terms have been so
established, the Trustee shall have the right to decline to authenticate such
Securities if, in the opinion of the Trustee (after consultation with counsel),
the issue of such Securities pursuant to this Indenture will materially
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise or if the Trustee determines that such authentication may
not lawfully be made.

                  Notwithstanding the provisions of Section 3.1 and of the two
preceding paragraphs, if all of the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to the two preceding paragraphs
in connection with the authentication of each Security of such series if such
documents, with appropriate modifications to cover such future issuances, are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

                  With respect to Securities with Senior Guarantees endorsed
thereon of a series offered in a Periodic Offering, the Trustee may rely, as to
the authorization by the Company of any of such Securities and by the Guarantors
of any such Senior Guarantees endorsed thereon, the form and terms thereof and
the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and the other documents delivered pursuant to Sections 2.1
and 3.1 and this Section, as applicable, in connection with the first
authentication of Securities of such series.

                  If the Company shall establish pursuant to Section 3.1 that
the Securities of a series are to be issued in whole or in part in global form,
then the Company and the Guarantors shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to such series,
authenticate and deliver one or more Securities with Senior Guarantees endorsed
thereon in global form that (i) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of the Outstanding Securities of
such series to be represented by such Security or Securities in global form,
(ii) shall be registered, if a Registered Security, in the name of the
Depositary for such Security or Securities in global form or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear the legend set
forth in Section 2.5.

                  Each Depositary designated pursuant to Section 3.1 for a
Registered Security in global form must, at the time of its designation and at
all times while it serves as Depositary, be a clearing agency registered under
the Securities Exchange Act of 1934 and any other applicable statute or
regulation. If requested by the Company, the Trustee shall enter into an
agreement with a Depositary governing the respective duties and rights



                                      -34-
<PAGE>   43
of such Depositary and the Trustee with regard to Securities with Senior
Guarantees endorsed thereon issued in global form.

                  Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
pursuant to Section 3.1.

                  No Security or interest coupon appertaining thereto or Senior
Guarantees endorsed thereon shall be entitled to any benefits under this
Indenture or be valid or obligatory for any purpose until such Security has been
authenticated by the manual signature of one of the authorized signatories of
the Trustee or an Authenticating Agent. Such signature upon any Security with
Senior Guarantees endorsed thereon shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered under
this Indenture and is entitled to the benefits of this Indenture and that each
Senior Guarantee endorsed thereon has been duly endorsed thereon and delivered
under this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
interest coupons for interest then matured have been detached and cancelled.

                  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 hereof and need not be accompanied by an Officers' Certificate
or an Opinion of Counsel) stating that such Security has never been issued and
sold by the Company, for all purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered hereunder and shall not be
entitled to the benefits of this Indenture.

                  Section 3.4. Temporary Securities . Pending the preparation of
definitive Securities of any series, the Company and the Guarantors may execute
and, upon Company Order, the Trustee shall authenticate and deliver temporary
Securities with Senior Guarantees endorsed thereon of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor and form, with or without
interest coupons, of the definitive Securities with Senior Guarantees endorsed
thereon in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities and such Senior Guarantees may determine, as conclusively evidenced
by their execution of such Securities and interest coupons, if any, and such
Senior Guarantees. In the case of Securities of any series, such temporary
Securities may be in global form, representing all or a portion of the
Outstanding Securities of such series.

                                      -35-
<PAGE>   44
                  Except in the case of temporary Securities in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company and the Guarantors
will cause definitive Securities with Senior Guarantees endorsed thereon of such
series to be prepared without unreasonable delay. After preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
pursuant to Section 9.2 in a Place of Payment for such series, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series (accompanied by any unmatured interest coupons
appertaining thereto), the Company and the Guarantors shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities with Senior Guarantees endorsed thereon of the
same series of authorized denominations and of like tenor; provided, however,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided, further, that no definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security unless
such delivery shall occur outside the United States. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series except as
otherwise specified as contemplated by Section 3.1.

                  Section 3.5. Registration, Transfer and Exchange . The Company
shall cause to be kept at the Corporate Trust Office of the Trustee or in any
office or agency to be maintained by the Company in accordance with Section 9.2
in a Place of Payment a register (the "Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and the registration of transfers of
Registered Securities. The Register shall be in written form or any other form
capable of being converted into written form within a reasonable time. The
Trustee is hereby initially appointed "Registrar" for the purpose of registering
Registered Securities and transfers of Registered Securities as herein provided.

                  Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency maintained pursuant to Section
9.2 in a Place of Payment for that series, the Company and the Guarantors shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities with
Senior Guarantees endorsed thereon of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor and containing
identical terms and provisions.

                  Bearer Securities (except for any temporary global Bearer
Securities) or any interest coupons appertaining thereto (except for interest
coupons attached to any temporary global Bearer Security) shall be transferable
by delivery.

                                      -36-
<PAGE>   45
                  At the option of the Holder, Registered Securities of any
series (except a Registered Security in global form) may be exchanged for other
Registered Securities of the same series, of any authorized denominations, of a
like aggregate principal amount and tenor and containing identical terms and
provisions, upon surrender of the Registered Securities to be exchanged at such
office or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company and the Guarantors shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities with Senior Guarantees
endorsed thereon which the Holder making the exchange is entitled to receive.
Unless otherwise specified as contemplated by Section 3.1, Bearer Securities may
not be issued in exchange for Registered Securities.

                  Unless otherwise specified as contemplated by Section 3.1, at
the option of the Holder, Bearer Securities of such series may be exchanged for
Registered Securities (if the Securities of such series are issuable in
registered form) or Bearer Securities (if Bearer Securities of such series are
issuable in more than one denomination and such exchanges are permitted by such
series) of the same series, of any authorized denominations, of like aggregate
principal amount and tenor and containing identical terms and conditions, upon
surrender of the Bearer Securities to be exchanged at any such office or agency,
with all unmatured interest coupons and all matured interest coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured interest coupon or coupons or matured interest coupon or
coupons in default, such exchange may be effected if the Bearer Securities are
accompanied by payment in funds acceptable to the Company and the Trustee in an
amount equal to the face amount of such missing interest coupon or coupons, or
the surrender of such missing interest coupon or interest coupons may be waived
by the Company, the Guarantors and the Trustee if there be furnished to them
such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to any Paying Agent any such missing interest coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the
amount of such payment; provided, however, that, except as otherwise provided in
Section 9.2, interest represented by interest coupons shall be payable only upon
presentation and surrender of those interest coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case any
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the interest coupon relating to
such Interest Payment Date or proposed date of payment, as the case may be (or,
if such interest coupon is so surrendered with such Bearer Security, such
interest coupon shall be



                                      -37-
<PAGE>   46
returned to the Person so surrendering the Bearer Security), and interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such interest coupon, when due in accordance with
the provisions of this Indenture.

                  Notwithstanding anything herein to the contrary, the exchange
of Bearer Securities for Registered Securities shall be subject to applicable
laws and regulations in effect at the time of exchange. Neither the Company, the
Guarantors, the Trustee nor the Registrar shall exchange any Bearer Securities
for Registered Securities if it has received an Opinion of Counsel that as a
result of such exchange the Company would suffer adverse consequences under the
United States Federal income tax laws and regulations then in effect and the
Company has delivered to the Trustee a Company Order directing the Trustee not
to make such exchanges thereafter, unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Registrar.

                  Notwithstanding any other provision of this Section, unless
and until it is exchanged in whole or in part for Securities in certificated
form, a Security in global form representing all or a portion of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

                  If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 3.3, the
Company shall appoint a successor Depositary with respect to the Securities of
such series. If a successor Depositary for the Securities of such series is not
appointed by the Company prior to the resignation of the Depositary and, in any
event, within 90 days after the Company receives such notice or becomes aware of
such ineligibility, the Company's designation of the Depositary pursuant to
Section 3.1(b)(22) shall no longer be effective with respect to the Securities
of such series and the Company and the Guarantors shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities with Senior Guarantees endorsed thereon of such series
of like tenor, shall authenticate and deliver, Securities with Senior Guarantees
endorsed thereon of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

                                      -38-
<PAGE>   47
                  The Company may at any time in its sole discretion determine
that Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company and the
Guarantors shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities with Senior
Guarantees endorsed thereon of such series of like tenor, shall authenticate and
deliver, Securities with Senior Guarantees endorsed thereon of such series of
like tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

                  If specified by the Company pursuant to Section 3.1 with
respect to a series of Securities, the Depositary for such series may surrender
a Security in global form of such series in exchange in whole or in part for
Securities of such series in certificated form on such terms as are acceptable
to the Company, the Guarantors and such Depositary. Thereupon, the Company and
the Guarantors shall execute, and the Trustee shall authenticate and deliver,
without service charge,

                           (i) to each Person specified by such Depositary a new
                  certificated Security or Securities with Senior Guarantees
                  endorsed thereon of the same series of like tenor, of any
                  authorized denomination as requested by such Person in
                  aggregate principal amount equal to and in exchange for such
                  Person's beneficial interest in the Security in global form;
                  and

                           (ii) to such Depositary a new Security with Senior
                  Guarantees endorsed thereon in global form of like tenor in a
                  denomination equal to the difference, if any, between the
                  principal amount of the surrendered Security in global form
                  and the aggregate principal amount of certificated Securities
                  delivered to Holders thereof.

                  Upon the exchange of a Security with Senior Guarantees
endorsed thereon in global form for Securities with Senior Guarantees endorsed
thereon in certificated form, such Security with Senior Guarantees endorsed
thereon in global form shall be cancelled by the Trustee. Unless expressly
provided with respect to the Securities of any series that such Security may be
exchanged for Bearer Securities, Securities with Senior Guarantees endorsed
thereon in certificated form issued in exchange for a Security with Senior
Guarantees endorsed thereon in global form pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Security with Senior Guarantees endorsed thereon in global form,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. The Trustee shall deliver such Securities
with Senior Guarantees endorsed thereon to the



                                      -39-
<PAGE>   48
Persons in whose names such Securities with Senior Guarantees endorsed thereon
are so registered.

                  Whenever any Securities are surrendered for exchange, the
Company and the Guarantors shall execute, and the Trustee shall authenticate and
deliver, the Securities with Senior Guarantees endorsed thereon which the Holder
making the exchange is entitled to receive.

                  All Securities with Senior Guarantees endorsed thereon issued
upon any registration of transfer or upon any exchange of Securities with Senior
Guarantees endorsed thereon shall be the valid obligations of the Company and
the Guarantors, evidencing the same debt, and entitled to the same benefits
under this Indenture, as the Securities with Senior Guarantees endorsed thereon
surrendered upon such registration of transfer or exchange.

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

                  No service charge shall be made for any registration of
transfer or for any exchange of Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration or transfer or exchange of
Securities, other than exchanges pursuant to Section 3.4, 8.6 or 11.7 not
involving any transfer.

                  The Company and the Guarantors shall not be required (i) to
issue, register the transfer of, or exchange any Securities with Senior
Guarantees endorsed thereon for a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the
series of which such Security is a part and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of Securities of like tenor and of such series to be
redeemed; (ii) to register the transfer of or exchange any Registered Security
with Senior Guarantees endorsed thereon so selected for redemption, in whole or
in part, except the unredeemed portion of any Security being redeemed in part;
or (iii) to exchange any Bearer Security with Senior Guarantees endorsed thereon
so selected for redemption, except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor; provided that such
Registered Security shall be simultaneously surrendered for redemption.


                                      -40-
<PAGE>   49
                  The foregoing provisions relating to registration, transfer
and exchange may be modified, supplemented or superseded with respect to any
series of Securities by a Board Resolution or in one or more indentures
supplemental hereto.

                  Section 3.6. Replacement Securities. If a mutilated Security
or a Security with a mutilated interest coupon appertaining to it is surrendered
to the Trustee, together with, in proper cases, such security or indemnity as
may be required by the Company, the Guarantors or the Trustee to save each of
them harmless, the Company and the Guarantors shall execute and the Trustee
shall authenticate and deliver a replacement Registered Security with Senior
Guarantees endorsed thereon, if such surrendered Security was a Registered
Security, or a replacement Bearer Security with Senior Guarantees endorsed
thereon with interest coupons corresponding to the interest coupons appertaining
to the surrendered Security, if such surrendered Security was a Bearer Security,
of the same series and date of maturity.

                  If there shall be delivered to the Company, the Guarantors and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft
of any Security or interest coupon and (ii) such security or indemnity as may be
required by them to save each of them and any agent of any of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
or interest coupon has been acquired by a bona fide purchaser, the Company and
the Guarantors shall execute and the Trustee shall authenticate and deliver in
lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen interest coupon appertains (with
all appurtenant interest coupons not destroyed, lost or stolen), a replacement
Registered Security with Senior Guarantees endorsed thereon, if such Holder's
claim appertains to a Registered Security with Senior Guarantees endorsed
thereon, or a replacement Bearer Security with Senior Guarantees endorsed
thereon with interest coupons corresponding to the interest coupons appertaining
to the destroyed, lost or stolen Bearer Security or the Bearer Security to which
such lost, destroyed or stolen interest coupon appertains, if such Holder's
claim appertains to a Bearer Security, of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
or interest coupon has become or is about to become due and payable, the Company
and the Guarantors in their discretion may, instead of issuing a new Security or
interest coupon with Senior Guarantees endorsed thereon, pay such Security or
interest coupon; provided, however, that payment of principal of and any premium
or interest on Bearer Securities shall, except as otherwise provided in Section
9.2, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by Section 3.1, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
interest coupons appertaining thereto.


                                      -41-
<PAGE>   50
                  Upon the issuance of any new Security under this Section, the
Company and the Guarantors may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee, its agents
and counsel) connected therewith.

                  Every new Security with Senior Guarantees endorsed thereon of
any series with its interest coupons, if any, issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security, or in exchange for a Security to
which a destroyed, lost or stolen interest coupon appertains, shall constitute
an original additional contractual obligation of the Company and the relevant
Guarantor, whether or not the destroyed, lost or stolen Security and its
interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall
be at any time enforceable by anyone, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of that series and their interest coupons, if any, duly issued hereunder.

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

                  Section 3.7. Payment of Interest; Interest Rights Preserved.
(a) Unless otherwise provided as contemplated by Section 3.1, interest, if any,
on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency maintained for such purpose pursuant to Section 9.2; provided, however,
that at the option of the Company, interest on any series of Registered
Securities that bears interest may be paid (i) by check mailed to the address of
the Person entitled thereto as it shall appear on the Register of Holders of
Securities of such series or (ii) at the expense of the Company, by wire
transfer to an account maintained by the Person entitled thereto as specified in
the Register of Holders of Securities of such series.

                  Unless otherwise provided as contemplated by Section 3.1, (i)
interest, if any, on Bearer Securities shall be paid only against presentation
and surrender of the interest coupons for such interest installments as are
evidenced thereby as they mature and (ii) original issue discount, if any, on
Bearer Securities shall be paid only against presentation and surrender of such
Securities; in either case at the office of a Paying Agent located outside the
United States, unless the Company shall have otherwise instructed the Trustee in
writing, provided that any such instruction for payment in the United States
does not cause any Bearer Security to be treated as a "registration-required
obligation" under United States laws and regulations. The interest, if any, on
any 


                                      -42-
<PAGE>   51
temporary Bearer Security shall be paid, as to any installment of interest
evidenced by an interest coupon attached thereto only upon presentation and
surrender of such interest coupon and, as to other installments of interest,
only upon presentation of such Security for notation thereon of the payment of
such interest. If at the time a payment of principal of or interest, if any, on
a Bearer Security or interest coupon shall become due, the payment of the full
amount so payable at the office or offices of all the Paying Agents outside the
United States is illegal or effectively precluded because of the imposition of
exchange controls or other similar restrictions on the payment of such amount in
Dollars, then the Company may instruct the Trustee in writing to make such
payments at a Paying Agent located in the United States, provided that provision
for such payment in the United States would not cause such Bearer Security to be
treated as a "registration-required obligation" under United States laws and
regulations.

                  (b) Unless otherwise provided as contemplated by Section 3.1,
any interest on Securities of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date in the case of
Registered Securities and upon presentation and surrender of the applicable
interest coupon in accordance with the second paragraph of Section 3.7(a) in the
case of Bearer Securities (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the Holders of Registered Securities on the relevant
Regular Record Date by virtue of their having been such Holders, or to the
Holders of Bearer Securities by virtue of their having presented the applicable
interest coupon on such Interest Payment Date, and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (1)
or (2) below:

                  (1) In the case of Registered Securities, the Company may
         elect to make payment of such Defaulted Interest to the Persons in
         whose names such Registered Securities (or their respective Predecessor
         Securities) are registered at the close of business on a Special Record
         Date for the payment of such Defaulted Interest, which shall be fixed
         in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         such Registered Security and the date of the proposed payment, and
         shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause (1) provided. Thereupon
         the Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the 

                                      -43-
<PAGE>   52
         expense of the Company, shall cause notice of the proposed payment of
         such Defaulted Interest and the Special Record Date therefor to be
         mailed, first-class postage prepaid, to each Holder of such Registered
         Securities at his or her address as it appears in the Register, not
         less than 10 days prior to such Special Record Date. Notice of the
         proposed payment of such Defaulted Interest and the Special Record Date
         therefor having been so mailed, such Defaulted Interest shall be paid
         to the Persons in whose names such Registered Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

                  (2)(x) In the case of Registered Securities, the Company may
         make payment of such Defaulted Interest to the Persons in whose names
         such Registered Securities (or their respective Predecessor Securities)
         are registered at the close of business on a specified date in any
         other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Registered Securities may be listed,
         and upon such notice as may be required by such exchange, if, after
         notice given by the Company to the Trustee of the proposed payment
         pursuant to this clause (2)(x), such manner of payment shall be deemed
         practicable by the Trustee; or (y) unless otherwise provided as
         contemplated by Section 3.1, in the case of Bearer Securities, the
         Company may make payment of Defaulted Interest on such Bearer
         Securities in any lawful manner not inconsistent with the requirements
         of any securities exchange on which such Bearer Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee of the proposed
         payment pursuant to this clause (2)(y), such manner of payment shall be
         deemed practicable by the Trustee.

                  (c) Subject to the foregoing provisions of this Section and
Section 3.5, 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.

                  (d) In the case of any Registered Security of a series which
is converted or exchanged after any Regular Record Date and on or prior to the
next succeeding Interest Payment Date (other than any Security the principal of
(or premium, if any, on) which shall become due and payable, whether at a Stated
Maturity or by declaration of acceleration, call for redemption, or otherwise,
prior to such Interest Payment Date), interest whose Stated Maturity is on such
Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or any one or more Predecessor Securities) is
registered at the close of business on such Regular Record Date, unless
otherwise provided with respect to Securities of that series pursuant to Section
3.1(b).


                                      -44-
<PAGE>   53
                  Section 3.8. Persons Deemed Owners. Unless otherwise provided
as contemplated by Section 3.1, prior to due presentment of any Registered
Security for registration of transfer, the Company, the Guarantors, the Trustee
and any agent of the Company, any Guarantor or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of,
premium, if any, and (subject to Section 3.7) interest on such Registered
Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, any Guarantor, the Trustee nor any
agent of the Company, any Guarantor or the Trustee shall be affected by notice
to the contrary.

                  Unless otherwise provided as contemplated by Section 3.1, the
Company, the Guarantors, the Trustee and any agent of the Company, any Guarantor
or the Trustee may treat the bearer of any Bearer Security and the bearer of any
interest coupon as the absolute owner of such Bearer Security or interest coupon
for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Bearer Security or interest
coupon be overdue, and neither the Company, the Guarantors, the Trustee nor any
agent of the Company, any Guarantor or the Trustee shall be affected by notice
to the contrary.

                  None of the Company, the Guarantors, the Trustee or any agent
of the Company, any Guarantor or the Trustee shall have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Security in global form, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. No holder of any beneficial interest in any Security in
global form, held on its behalf by or through a Depositary, shall have any
rights under this Indenture with respect to such Security in global form, and
such Depositary may be treated by the Company, the Guarantors, the Trustee and
any agent of the Company, any Guarantor or the Trustee as the owner of such
Security in global form for all purposes whatsoever. With respect to any
Security in global form, nothing herein shall prevent the Company, the
Guarantors or the Trustee, or any agent of the Company, any Guarantor or the
Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any Depositary (or its nominee), as a Holder, with
respect to such Security in global form or impair, as between such Depositary
and owners of beneficial interests in such Security in global form, the
operation of customary practices governing the exercise of the rights of such
Depositary (or its nominee) as Holder of such Security in global form.

                  Section 3.9. Cancellation. All Securities and interest coupons
appertaining thereto, if any, surrendered for payment, redemption, conversion,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and, together with the Senior 


                                      -45-
<PAGE>   54
Guarantees endorsed thereon, shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities, together
with interest coupons appertaining thereto, if any, previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities, together with interest coupons
appertaining thereto, if any, previously authenticated hereunder which the
Company has not issued and sold, and all Securities and interest coupons so
delivered shall, together with the Senior Guarantees endorsed thereon, be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section 3.9,
except as expressly permitted by this Indenture. All cancelled Securities and
interest coupons held by the Trustee shall, together with the Senior Guarantees
endorsed thereon, be disposed of in accordance with its customary procedures,
and the Trustee shall thereafter deliver to the Company a certificate with
respect to such disposition.

                  Section 3.10. Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1, interest on the Securities of each
series shall be computed on the basis of a 360-day year of twelve 30-day months.

                  Section 3.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use and in addition to
the other identification numbers printed on the Securities), and, in such case,
the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience
to Holders; provided that any such notice may 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 a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

                  Section 3.12. Currency and Manner of Payment in Respect of
Securities. Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, payment of the principal of, premium, if any, and interest, if
any, on any Security of such series will be made in the currency or currencies
or currency unit or units in which such Security is payable. The provisions of
this Section 3.12 may be modified or superseded pursuant to Section 3.1 with
respect to any Securities.

                                    ARTICLE 4

                     SATISFACTION, DISCHARGE AND DEFEASANCE

                  Section 4.1. Termination of Company's Obligations Under the
Indenture. This Indenture shall upon a Company Request cease to be of further
effect with respect to Securities of or within any series and any interest
coupons appertaining thereto (except as 


                                      -46-
<PAGE>   55
to (i) rights of registration, transfer or exchange of such Securities, (ii)
rights of replacement of such Securities which may have been lost, stolen or
mutilated as herein expressly provided for, (iii) rights of holders of
Securities to receive payments of principal thereof and interest thereon, upon
the Stated Maturity thereof (but not upon acceleration), and rights of the
Holders to receive mandatory sinking fund payments, if any, (iv) rights of
holders of Securities to convert or exchange Securities, (v) rights,
obligations, duties and immunities of the Trustee hereunder, (vi) any rights of
the Holders of Securities of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vii) the obligations of the Company under Section 9.2) and the Trustee, upon
payment of all amounts due it under Section 6.7, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to such Securities and any interest coupons
appertaining thereto when

                  (1) either (A) all such Securities previously authenticated
         and delivered and all interest coupons appertaining thereto (other than
         (i) such interest coupons appertaining to Bearer Securities surrendered
         in exchange for Registered Securities and maturing after such exchange,
         surrender of which is not required or has been waived as provided in
         Section 3.5, (ii) such Securities and interest coupons which have been
         destroyed, lost or stolen and which have been replaced or paid as
         provided in Section 3.6, (iii) such interest coupons appertaining to
         Bearer Securities called for redemption and maturing after the relevant
         Redemption Date, surrender of which has been waived as provided in
         Section 11.6 and (iv) such Securities and interest coupons for whose
         payment money in the currency or currencies or currency unit or units
         in which such Securities are payable 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 9.3) have been delivered to the Trustee for cancellation; or

                  (B) all Securities of such series and, in the case of (i) or
         (ii) below, any interest coupons appertaining thereto 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, or

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



                                      -47-
<PAGE>   56
                  and the Company, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be deposited with the
                  Trustee as trust funds in trust for the purpose an amount in
                  the currency or currencies or currency unit or units in which
                  the Securities of such series are payable, sufficient to pay
                  and discharge the entire indebtedness on such Securities and
                  such interest coupons not theretofore delivered to the Trustee
                  for cancellation, for principal, premium, if any, and
                  interest, with respect thereto, to the date of such deposit
                  (in the case of Securities which have become due and payable)
                  or to the Stated Maturity or Redemption Date, as the case may
                  be; 

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the obligation
of the Company to the Trustee and any predecessor Trustee under Section 6.7, the
obligations of the Company to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.2,
Section 9.2 and the last paragraph of Section 9.3 shall survive.

                  Section 4.2. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the interest coupons
appertaining thereto, if any, and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, if any and any interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except as otherwise provided herein and except to
the extent required by law.

                  Section 4.3. Applicability of Defeasance Provisions; Company's
Option to Effect Defeasance or Covenant Defeasance. Except as otherwise
specified as contemplated by Section 3.1 for the Securities of any series, the
provisions of Sections 4.4 through 4.9 inclusive, with such modifications
thereto as may be specified pursuant to Section 3.1 with respect to any series
of Securities, shall be applicable to the Securities and any interest coupons
appertaining thereto.



                                      -48-
<PAGE>   57
                  Section 4.4. Defeasance and Discharge. On and after the date
on which the conditions set forth in Section 4.6 are satisfied with respect to
the Securities of or within any series, the Company shall be deemed to have paid
and been discharged from its obligations with respect to such Securities and any
interest coupons appertaining thereto (hereinafter "defeasance"). For this
purpose, such defeasance means that (i) the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Securities and any
interest coupons appertaining thereto which shall thereafter be deemed to be
"Outstanding" only for the purposes of Sections 4.7 and 4.9 and the other
Sections of this Indenture referred to in clause (ii)(B) of this Section, and to
have satisfied all its other obligations under such Securities and any interest
coupons appertaining thereto and this Indenture insofar as such Securities and
any interest coupons appertaining thereto are concerned (and the Trustee, upon
payment of all amounts due it under Section 6.7, at the expense of the Company,
shall on a Company Order execute proper instruments acknowledging the same) and
(ii) the Guarantors shall be released from all of their obligations under their
Senior Guarantees and under Article 16 of this Indenture, except the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Securities and any interest coupons appertaining
thereto to receive, solely from the trust funds described in Section 4.6(a) and
as more fully set forth in such Section, payments in respect of the principal
of, premium, if any, and interest, if any, on such Securities or any interest
coupons appertaining thereto when such payments are due; (B) the Company's
obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 9.2
and 9.3 and with respect to the payment of additional amounts, if any, payable
with respect to such Securities as specified pursuant to Section 3.1(b)(16); (C)
the Company's obligations with respect to a conversion or exchange of such
Securities; (D) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (E) this Article 4. Subject to compliance with this Article 4, the
Company may defease the Securities of any series and any interest coupons
appertaining thereto under this Section 4.4 notwithstanding a prior covenant
defeasance (as defined herein) under Section 4.5 with respect to such Securities
and any interest coupons appertaining thereto. Following a defeasance, payment
of such Securities may not be accelerated because of an Event of Default.

                  Section 4.5. Covenant Defeasance. On and after the date on
which the conditions set forth in Section 4.6 are satisfied with respect to the
Securities of or within any series, (i) the Company shall be released from its
obligations under Sections 7.1 and 9.4 and, if specified pursuant to Section
3.1, its obligations under any other covenant, with respect to such Securities
and any interest coupons appertaining thereto and (ii) the occurrence of any
event specified in Sections 5.1(d) or 5.1(i) (in each case, with respect to any
of the obligations described in clause (i) above) or 5.1(e) shall be deemed not
to be or result in a Default or Event of Default (hereinafter, "covenant
defeasance"), and such Securities and any interest coupons appertaining thereto
shall thereafter be deemed to be 


                                      -49-
<PAGE>   58
not "Outstanding" for the purposes of any request, demand, authorization,
direction, notice, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Section 7.1 or 9.4, such other
covenant specified pursuant to Section 3.1, or Sections 5.1(d) or 5.1(i) (in
each case, with respect to any of the obligations described in clause (i) above)
or 5.1(e), but shall continue to be deemed "Outstanding" for all other purposes
hereunder. For this purpose, such covenant defeasance means that, with respect
to such Securities and any interest coupons appertaining thereto, 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 or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant 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 5.1(d), 5.1(e) or 5.1(i) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any interest coupons appertaining thereto shall be unaffected
thereby.

                  Section 4.6. Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of either Section 4.4 or
Section 4.5 to the then Outstanding Securities of or within a series:

                  (a) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.9 who shall agree to comply with the provisions of Sections 4.3
through 4.9 inclusive and the last paragraph of Section 9.3 applicable to the
Trustee, for purposes of such sections also a "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
Securities and any interest coupons appertaining thereto, (A) money in an
amount, or (B) Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, in an amount sufficient in the opinion of
a nationally recognized firm of independent certified public accountants
expressed in a written opinion with respect thereto delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (x) the principal of (premium, if any)
and each installment of interest, if any, on the outstanding Securities and any
interest coupons appertaining thereto on the Stated Maturity of such principal
or installment of interest and (y) any mandatory sinking fund payments
applicable to such Securities on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities
and any interest coupons appertaining thereto.



                                      -50-
<PAGE>   59
                  (b) In the case of an election under Section 4.4, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities and any interest coupons appertaining thereto will not
recognize gain or loss for Federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred.

                  (c) In the case of an election under Section 4.5, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities and any interest coupons appertaining
thereto will not recognize gain or loss for Federal income tax purposes as a
result of such deposit and covenant defeasance and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit and covenant defeasance had not occurred.

                  (d) The Company shall have delivered to the Trustee an
Officer's Certificate to the effect that the Securities, if then listed on any
securities exchange or approved for trading in any automated quotation system,
will not be delisted or disapproved for such trading as a result of such
deposit.

                   (e) No Event of Default or event which with notice or lapse
of time or both would become an Event of Default shall have occurred and be
continuing on the date of such deposit or, insofar as subsections 5.1(g) and (h)
are concerned, at any time during the period ending on the 91st day after the
date of such deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period).

                  (f) Such defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).

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

                  (h) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 4.4 or the covenant defeasance under Section 4.5 (as the case may be)
have been complied with.



                                      -51-
<PAGE>   60
                  (i) Such defeasance or covenant defeasance shall not result in
the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act of 1940, as amended from time to time, or
such trust shall be registered under such act or exempt from registration
thereunder.

                  (j) Such defeasance or covenant defeasance shall be effected
in compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith as contemplated by
Section 3.1.

                  Section 4.7. Deposited Money and Government Obligations to Be
Held in Trust. Subject to the provisions of the last paragraph of Section 9.3,
all money and Government Obligations (or other property as may be provided
pursuant to Section 3.1) (including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.6 in respect of any Securities of any series and
any interest coupons appertaining thereto shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and any
interest coupons appertaining thereto 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 Holders of such Securities
and any interest coupons appertaining thereto of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, if any, but such
money need not be segregated from other funds except as provided herein and
except to the extent required by law.

                  Section 4.8. Repayment to Company. Subject to the delivery by
the Company of any written certification required by the last paragraph of this
Section 4.8, the Trustee (and any Paying Agent) shall promptly pay to the
Company upon Company Request any excess money or securities held by them at any
time.

                  The provisions of the last paragraph of Section 9.3 shall
apply to any money or securities held by the Trustee or any Paying Agent under
this Article 4 that remain unclaimed for two years after the Maturity of any
series of Securities for which money or securities have been deposited pursuant
to Section 4.6(a).

                  Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations held by it as provided in Section
4.6 with respect to any Securities 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 the defeasance or
covenant defeasance, as the case may be, with respect to such Securities.




                                      -52-
<PAGE>   61
                  Section 4.9. Indemnity for Government Obligations. The Company
shall pay, and shall indemnify the Trustee against, any tax, fee or other charge
imposed on or assessed against Government Obligations deposited pursuant to this
Article or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the Outstanding Securities.

                  Section 4.10. Reinstatement. If the Trustee (or Paying Agent)
is unable to apply any money or Government Obligations in accordance with
Section 4.6 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 Securities shall be
revived and reinstated, with present and prospective effect, as though no
deposit had occurred pursuant to Section 4.6, until such time as the Trustee (or
Paying Agent) is permitted to apply all such money or Government Obligations in
accordance with Section 4.6; provided, however, that if the Company makes any
payment to the Trustee (or Paying Agent) of principal, premium, if any, or
interest on any Security following the reinstatement of its obligations, the
Trustee (or Paying Agent) shall promptly pay any such amount to the Holders of
the Securities and the Company shall be subrogated to the rights of the Holders
of such Securities to receive such payment from the money and Government
Obligations held by the Trustee (or Paying Agent).

                                    ARTICLE 5

                              DEFAULTS AND REMEDIES

                  Section 5.1. Events of Default. An "Event of Default," with
respect to the Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a) default in the payment of interest on any Security of that
series or any interest coupon appertaining thereto or any additional amount
payable with respect to any Security of that series as specified pursuant to
Section 3.1(b)(16) when the same becomes due and payable and such default
continues for a period of 30 days; or

                  (b) default in the payment of any installment of the principal
of or any premium on any Security of that series when the same becomes due and
payable at its Maturity; or

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

                  (d) default in the performance, or breach, of any covenant or
warranty of 


                                      -53-
<PAGE>   62
the Company or any Guarantor in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with) or the Securities, and continuance of such
default or breach for a period of 60 days after there has been given, in the
manner provided in Section 1.6, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 10% in principal amount of the
Outstanding Securities of the series, a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

                  (e) a default or defaults under the terms of any bond(s),
debenture(s), note(s) or other evidence(s) of, or obligations constituting, Debt
by the Company, any Guarantor or any Restricted Subsidiary, or under any
mortgage(s), indenture(s), agreement(s) or instrument(s) under which there may
be issued or by which there may be secured or evidenced, any Debt of the
Company, any Guarantor or any Restricted Subsidiary with a principal amount then
outstanding, individually or in the aggregate, in excess of $25 million, whether
such Debt now exists or is hereafter Incurred, which default or defaults
constitute a failure to pay any portion of the principal or similar amount of
such Debt when due and payable after the expiration of any applicable grace
period with respect thereto or results in such Debt becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable; or

                  (f) a final judgment or final judgments (not subject to
appeal) for the payment of money are entered against the Company, Allied or any
Restricted Subsidiary in an aggregate amount in excess of $25 million by a court
or courts of competent jurisdiction, which judgments remain unstayed,
undischarged or unbonded for a period of 60 days after the entry of such
judgment or judgments; or

                  (g) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company, Allied or any
Restricted Subsidiary in an involuntary case or proceeding under any applicable
Federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company, Allied or any Restricted Subsidiary
a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company, Allied or any Restricted Subsidiary under any applicable Federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company, Allied or any Restricted
Subsidiary or of any substantial part of the property of the Company, Allied or
any Restricted Subsidiary, or ordering the winding up or liquidation of the
affairs of the Company, Allied or any Restricted Subsidiary, and the continuance
of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days; or



                                      -54-
<PAGE>   63
                  (h) the commencement by the Company, Allied or any Restricted
Subsidiary of a voluntary case or proceeding under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by the Company, Allied or any Restricted Subsidiary to the entry of a
decree or order for relief in respect of the Company, Allied or any Restricted
Subsidiary in an involuntary case or proceeding under any applicable Federal or
state bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against the
Company, Allied or any Restricted Subsidiary or the filing by the Company,
Allied or any Restricted Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or state law, or the
consent by the Company, Allied or any Restricted Subsidiary to the filing of
such a petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company, Allied or any Restricted Subsidiary or of any substantial part of the
property of the Company, Allied or any Restricted Subsidiary, or the making by
the Company, Allied or any Restricted Subsidiary of an assignment for the
benefit of creditors, or the admission by the Company, Allied or any Restricted
Subsidiary in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company, Allied or any Restricted
Subsidiary in furtherance of any such action; or

                  (i) any other Event of Default provided as contemplated by
Section 3.1 with respect to Securities of that series.

                  Section 5.2. Acceleration; Rescission and Annulment. If an
Event of Default with respect to the Securities of any series at the time
Outstanding (other than an Event of Default specified in clause (g) or (h) of
Section 5.1) occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of all of the Outstanding Securities of that
series, by written notice received by the Company (and, if given by the Holders,
received by the Trustee), may declare the principal (or, if the Securities of
that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that series)
of and accrued interest, if any, on all the Securities of that series to be due
and payable and upon any such declaration such principal (or, in the case of
Original Issue Discount Securities or Indexed Securities, such specified amount)
and interest, if any, shall be immediately due and payable. If an Event of
Default specified in clause (g) or (h) of Section 5.1 with respect to the
Securities of any series at the time Outstanding occurs and is continuing, then
the principal (or, if the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount as may be
specified in the terms of that series) of and accrued interest, if any, on all
the Securities of that series shall ipso facto be immediately due and payable
without any declaration or act on the part of the Trustee or any Holder of such
Securities.


                                      -55-
<PAGE>   64
                  At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

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

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

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

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

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

and

                  (2) all Events of Default, other than the nonpayment of the
principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
5.7.

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

                  Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

                  (a) default is made in the payment of any interest on any
         Security or interest coupon, if any, 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 at the Maturity thereof,




                                      -56-
<PAGE>   65
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or interest coupons, if any, the whole amount then
due and payable on such Securities for principal, premium, if any, and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal, premium, if any, and on any overdue interest,
at the rate or rates prescribed therefor in such Securities or interest coupons,
if any, and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including all amounts due the
Trustee, its agents and counsel under Section 6.7.

                  If the Company or any Guarantor 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, any Guarantor, any other
obligor upon the Securities and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, any
Guarantor or any other obligor upon the Securities, wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to secure any other proper remedy,
subject, however, to Section 5.8.

                  Section 5.4. Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any Guarantor or any other
obligor upon the Securities), its property or its creditors (or of any Guarantor
or its creditors), the Trustee shall be entitled and empowered, by intervention
in such proceeding or otherwise, to take any and all actions authorized under
the Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security or interest 


                                      -57-
<PAGE>   66
coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder of a Security or interest
coupon thereof or to authorize the Trustee to vote in respect of the claim of
any Holder of a Security or interest coupon in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

                  Section 5.5. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities or any Senior Guarantee may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

                  Section 5.6 Delay or Omission Not Waiver. No delay or omission
by the Trustee or any Holder of any Securities to exercise any right or remedy
accruing upon an Event of Default shall impair any such right or remedy or
constitute a waiver of or acquiescence in any such Event of Default.

                  Section 5.7. Waiver of Past Defaults. The Holders of not less
than a majority in aggregate principal amount of Outstanding Securities of any
series by written notice to the Trustee may waive on behalf of the Holders of
all Securities of such series and any interest coupons appertaining thereto a
past Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default (i) in the payment of the
principal of, premium, if any, or interest on any Security of such series or any
interest coupon appertaining thereto or (ii) in respect of a covenant or
provision hereof which pursuant to Article 8 cannot be amended or modified
without the consent of the Holder of each Outstanding Security of such series
affected. 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 5.8. Control by Majority. The Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected (with each such series voting as a class) shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it with
respect to Securities of that series; provided, however, that (i) the Trustee
may refuse to follow any direction that conflicts with any governmental rule or
law or this Indenture, (ii) the Trustee may refuse to follow any 


                                      -58-
<PAGE>   67
direction that is unduly prejudicial to the rights of the Holders of Securities
of such series not consenting, or that would in the good faith judgment of the
Trustee have a substantial likelihood of involving the Trustee in personal
liability without adequate indemnity having been offered therefor and (iii)
subject to Section 6.1, the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

                  Section 5.9. Limitation on Suits by Holders. No Holder of any
Security of any series or any interest coupons appertaining thereto shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

                  (a) the Holder has previously given written notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that series;

                  (b) the Holders of at least 25% in aggregate principal amount
         of the Outstanding Securities of that series have made a 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 satisfactory to the Trustee against any loss, liability or
         expense to be, or which may be, incurred by the Trustee in pursuing the
         remedy;

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

                  (e) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the Outstanding Securities of that series
         have not given to the Trustee a direction inconsistent with such
         written request.

                  No one or more Holders of Securities of a series shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

                  Section 5.10. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, but subject to Section
9.2, the right of any Holder of a Security or interest coupon to receive payment
of principal of, premium, if any, and, subject to Sections 3.5 and 3.7, interest
on the Security, on or after the respective due dates expressed in the Security
(or, in case of redemption, on the Redemption Dates), the right of any Holder of
an interest coupon to receive payment of interest due as provided in 


                                      -59-
<PAGE>   68
such interest coupon, or to bring suit for the enforcement of any such payment
on or after such respective dates, and the right, if any, to convert or exchange
such Security in accordance with Article 14, shall not be impaired or affected
without the consent of such Holder.

                  Section 5.11. Application of Money Collected. If the Trustee
collects any money pursuant to this Article, it shall pay out the money 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 Securities and interest coupons, if any, and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  First: to the Trustee for amounts due under Section 6.7;

                  Second: to Holders of Securities and interest coupons in
         respect of which or for the benefit of which such money has been
         collected for amounts due and unpaid on such Securities for principal
         of, premium, if any, and interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on such
         Securities for principal, premium, if any, and interest, respectively;
         and

                  Third: the balance, if any, to the Company.

                  The Holders of each series of Securities denominated in ECU,
any other currency unit or a Foreign Currency and any matured interest coupons
relating thereto shall be entitled to receive a ratable portion of the amount
determined by the Trustee by converting the principal amount Outstanding of such
series of Securities and matured but unpaid interest on such series of
Securities in the currency in which such series of Securities is denominated
into Dollars at the Market Exchange Rate as of the date of declaration of
acceleration of Maturity of the Securities (or, if the default consists of a
failure to pay the principal of such Securities on the Stated Maturity thereof,
as of the Stated Maturity date).

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 5.11. At least 15 days before such
record date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and the amount to be paid.

                  Section 5.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the


                                      -60-
<PAGE>   69
Holders shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

                  Section 5.13. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  Section 5.14. Undertaking for Costs. 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, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided, however,
that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment
in any suit instituted by the Company or any Guarantor, any Guarantor, the
Trustee or any Holder, or group of Holders, holding in the aggregate at least
10% in principal amount of the Outstanding Securities or in any suit instituted
by any Holder for the enforcement of principal of (any 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 5.15. Waiver of Stay, Extension or Usury Laws. Each of
the Company and the Guarantors 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, and 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 or prohibit or forgive any Guarantor from
performance under its Senior Guarantee; and each of the Company and the
Guarantors (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.



                                      -61-
<PAGE>   70
                                    ARTICLE 6

                                   THE TRUSTEE

                  Section 6.1. Certain Duties and Responsibilities. The duties
and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, 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. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

                  Section 6.2. Notice of Defaults. If a Default occurs hereunder
with respect to Securities of any series, the Trustee shall give the Holders of
Securities of such series notice of such Default as and to the extent provided
by the Trust Indenture Act; provided, however, that in the case of any Default
of the character specified in Section 5.1(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof.

                  Section 6.3. Certain Rights of Trustee. Subject to the
provisions of Section 6.1:

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

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

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

                  (d) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and 


                                      -62-
<PAGE>   71
         protection in respect of any action taken, suffered or omitted by it
         hereunder in good faith and in reliance thereon;

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

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

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

                  (h) except with respect to Section 9.1, the Trustee shall have
         no duty to inquire as to the performance by the Company or any
         Guarantor of the covenants set forth in Article 9 beyond its good faith
         review of any certificates or other notices received by it from the
         Company or any Guarantor.

                  Section 6.4. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities and in the
Senior Guarantees endorsed thereon, except the Trustee's certificates of
authentication, shall be taken as the statements of the Company or the
Guarantors, as the case may be, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Senior Guarantees endorsed thereon. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

                  Section 6.5. May Hold Securities. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, any Guarantor or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
the definition of "Outstanding" set forth in Section



                                      -63-
<PAGE>   72
1.1 and subject to Sections 6.8 and 6.13, may otherwise deal with the Company,
any Guarantor and any other obligor upon the Securities and the Senior
Guarantees with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

                  Section 6.6. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law or by the provisions of this Indenture. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company or any Guarantor, as the case may be.

                  Section 6.7. Compensation and Reimbursement. The Company
agrees

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

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

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

                  Section 6.8. Conflicting Interests. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture. To the extent permitted by such Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series
or a trustee under (i) the Indenture dated as of May 15, 1997 between Allied and
the Trustee relating to the Allied's 11.30% Senior Discount Notes Due 2007, (ii)
the Indenture dated as of December 1, 1996 by and among the Company, Allied, as
guarantor, the Subsidiary Guarantors named therein and the Trustee relating to
the Company's 10 1/4% Senior Subordinated Notes due 2006, (iii) the Indenture
dated as of _________________, 1997 between 


                                      -64-
<PAGE>   73
Allied and the Trustee relating to Allied's senior subordinated debt securities,
(iv) the Indenture dated as of _________________, 1997 by and among Allied and
the Trustee relating to Allied's senior debt securities and (v) the Indenture
dated as of _________________, 1997 by and among the Company, Allied, as
guarantor, the Subsidiary Guarantors named therein and the Trustee relating to
the Company's senior subordinated debt securities.

                  Section 6.9. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, has a combined
capital and surplus of at least $25,000,000 and has its Corporate Trust Office
located in the Borough of Manhattan, The City of New York. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                  Section 6.10. Resignation and Removal; Appointment of
Successor. No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

                  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

                  If at any time:

                  (a) the Trustee shall fail to comply with Section 6.8 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

                  (b) the Trustee shall cease to be eligible under Section 6.9
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or



                                      -65-
<PAGE>   74
                  (c) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (2) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

                  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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series. The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

                  Section 6.11. Acceptance of Appointment by Successor. In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company,


                                      -66-
<PAGE>   75
the Guarantors and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

                  Upon request of any such successor Trustee, the Company and
the Guarantors shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the
case may be.



                                      -67-
<PAGE>   76
                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  Section 6.12. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

                  Section 6.13. Preferential Collection of Claims Against
Company. If and when the Trustee shall be or become a creditor of the Company or
any Guarantor (or any other obligor upon the Securities or the Senior Guarantees
endorsed thereon), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
Guarantor or any such other obligor).

                  Section 6.14. Appointment of Authenticating Agent. The Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 3.6, and Securities so authenticated and the Senior Guarantees endorsed
thereon shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $25,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth 


                                      -68-
<PAGE>   77
in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 1.6 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.7.

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




                                      -69-
<PAGE>   78
                  This is one of the Securities with the Senior Guarantees
endorsed thereon of the series designated therein referred to in the
within-mentioned Indenture.


                                        ________________________________,
                                                   As Trustee           


                                        By:_____________________________,
                                              As Authenticating Agent   


                                        By:_____________________________
                                               Authorized Signatory     


                                    ARTICLE 7

             CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY

   
                  Section 7.1. Consolidation, Merger or Sale of Assets
Permitted. The Company (a) shall not, and shall not permit any Restricted
Subsidiary to, consolidate with or merge into any Person, in the case of a
Restricted Subsidiary, in a transaction in which such Restricted Subsidiary
remains a Restricted Subsidiary, unless such Restricted Subsidiary consolidates
with or merges into a Wholly Owned Restricted Subsidiary; (b) shall not permit
any Person other than a Wholly Owned Restricted Subsidiary to consolidate with
or merge into (i) the Company or (ii) any Restricted Subsidiary in a transaction
in which such Restricted Subsidiary remains a Restricted Subsidiary; (c) shall
not, directly or indirectly, in one or a series of transactions, transfer,
convey, sell, lease or otherwise dispose of all or substantially all of the
properties and assets of the Company and its Subsidiaries on a consolidated
basis; and (d) shall not, and shall not permit any Restricted Subsidiary to, in
one or a series of transactions, acquire Capital Stock of or other ownership
interests in any other Person such that such other Person becomes a Restricted
Subsidiary; unless in any such transaction (or series) contemplated by Clause
(a), (b), (c) or (d) above:
    

   
                  (a) in case the Company shall consolidate with or merge into
         another Person or shall directly or indirectly, in one or a series of
         transactions, transfer, convey, sell, lease or otherwise dispose of all
         or substantially all of its properties and assets as an entirety, the
         Person formed by such consolidation or into which the Company is merged
         or the Person which acquires by transfer, coveyance, sale, lease or
         other disposition all or substantially all of the properties and assets
         of the Company and its Subsidiaries on a consolidated basis (for
         purposes of this Article 7, a "Successor Company") shall be a
         corporation, partnership, limited liability company or trust, shall be
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia and shall
         expressly assume by an indenture supplemental hereto executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest on all the Securites and the performance of every covenant of
         this Indenture on the part of the Company to be performed or observed;
    
   
                  (b) immediately after giving effect to such consolidation,
         merger, sale, transfer, lease or other disposition, no Default or Event
         of Default exists; and

    


                                      -70-
<PAGE>   79
   
                  (c) with respect to any series of Securities, the Company
         satisfies such other conditions, if any, established with respect to
         such series of Securities pursuant to and in accordance with Section
         3.1.
    

                  The Company shall deliver to the Trustee prior to the proposed
consolidation, merger, sale, transfer, lease or other disposition an Officers'
Certificate to the foregoing effect and an Opinion of Counsel stating that the
proposed consolidation, merger, sale, transfer, lease or other disposition and
such supplemental indenture comply with this Indenture and that all conditions
precedent to the consummation of such transaction under this Section 7.1 have
been met.    

    
   
                  Section 7.2  Successor Substituted

    
   
                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any transfer, conveyance, sale, lease or other
disposition of all or substantially all of the properties and assets of the
Company and its Subsidiaries on a consolidated basis, in each case in accordance
with Section 7.1, the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
and under the Securities and any interest coupons appertaining thereto, with the
same effect as if such Successor Company had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities and any interest coupons appertaining thereto.
    


                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES


   
                  Section 8.1. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, the Guarantors and the
Trustee, at any time and from time to time, may enter into indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of
the following purposes:
    
                  (a) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants and
         obligations of the Company or any Guarantor herein and in the
         Securities and any interest coupons appertaining thereto; or




                                      -71-
<PAGE>   80
                  (b) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (c) to add any additional Events of Default with respect to
         all or any series of Securities; or

                  (d) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to facilitate the
         issuance or administration of Bearer Securities (including, without
         limitation, to provide that Bearer Securities may be registrable as to
         principal only) or to facilitate the issuance or administration of
         Securities in global form; or

                  (e) to change or eliminate any of the provisions of this
         Indenture in respect of one or more series of Securities, provided that
         any such change or elimination shall become effective only when there
         is no Security Outstanding of any series created prior to the execution
         of such supplemental indenture which is entitled to the benefit of such
         provision; or

                  (f) to secure any series of Securities; or

                  (g) to establish the form or terms of Securities of any series
         as permitted by Sections 2.1 and 3.1; or

                  (h) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11; or

                  (i) if allowed without penalty under applicable laws and
         regulations, to permit payment in the United States (including any of
         the States thereof and the District of Columbia), its territories, its
         possessions and other areas subject to its jurisdiction of principal,
         premium, if any, or interest, if any, on Bearer Securities or interest
         coupons, if any; or

                  (j) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein or to make any other provisions with respect to matters or
         questions arising under this Indenture which shall not be inconsistent
         with the provisions of this Indenture, provided such action



                                      -72-
<PAGE>   81
         shall not adversely affect in any material respect the interests of the
         Holders of Securities of any series; or

                  (k) to make provision not adverse to the Holders of
         Outstanding Securities of any series with respect to any conversion or
         exchange rights of Holders pursuant to the requirements of Article 14,
         including providing for the conversion or exchange of the Securities
         into any Equity Securities of Allied; or

                  (l) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act or under
         any similar federal statute subsequently enacted, and to add to this
         Indenture such other provisions as may be expressly required under the
         Trust Indenture Act.

                  Section 8.2. Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company, the
Company, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental hereto to add any provisions to or to change in any
manner or eliminate any provisions of this Indenture or of any other indenture
supplemental hereto or to modify in any manner the rights of the Holders of
Securities of such series; provided, however, that without the consent of the
Holder of each Outstanding Security affected thereby, an amendment under this
Section may not:

                  (a) change the Stated Maturity of the principal of, or
         premium, if any, on, or any installment of principal of or premium, if
         any, or interest on, any Security, or reduce the principal amount
         thereof or the rate of interest thereon or any premium payable upon the
         redemption thereof, or change the manner in which the amount of any
         principal thereof or premium, if any, or interest thereon is determined
         or reduce the amount of the principal of any Original Issue Discount
         Security or Indexed Security that would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to Section
         5.2, or change the currency or currency unit in which any Securities or
         any premium or the interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date);

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



                                      -73-
<PAGE>   82
         hereunder and their consequences) provided for in this Indenture, or
         reduce the requirements of Section 13.4 for quorum or voting;

                  (c) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in Section 9.2;

                  (d) make any change that adversely affects any right to
         convert or exchange any Security to which the provisions of Article 14
         are applicable or, except as provided in this Indenture, decrease the
         conversion or exchange rate or increase the conversion or exchange
         price of any such Security; or

                  (e) make any change in this Section 8.2, Section 5.7 or
         Section 9.6 except to increase any percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         with the consent of the Holders of each Outstanding Security affected
         thereby; provided, however, that this clause shall not be deemed to
         require the consent of any Holder of a Security or coupon with respect
         to changes in the references to "the Trustee" and concomitant changes
         in this Section and Section 9.6 or the deletion of this proviso, in
         accordance with the requirements of Section 6.11 and 8.1(h).

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

                  It is not necessary under this Section 8.2 for the Holders to
consent to the particular form of any proposed supplemental indenture, but it is
sufficient if they consent to the substance thereof.

                  Section 8.3. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities of one or more series shall be set
forth in a supplemental indenture that complies with the Trust Indenture Act as
then in effect.

                  Section 8.4. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modification thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.


                                      -74-
<PAGE>   83
                  Section 8.5. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
interest coupon appertaining thereto shall be bound thereby.

                  Section 8.6. Reference in Securities to Supplemental
Indentures. Securities, including any interest coupons, of any series
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities
including any interest coupons of any series so modified as to conform, in the
opinion of the Company, 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 including any interest coupons of such
series.

                  Section 8.7. Notice of Supplemental Indentures. Promptly after
the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of Section 8.2, the Company shall give notice thereof
to the Holders of each Outstanding Security affected, in the manner provided for
in Section 1.6, setting forth in general terms the substance of such
supplemental indenture. Any failure of the Company to give such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

                                    ARTICLE 9

                                    COVENANTS

                  Section 9.1. Payment of Principal, Premium, if any, and
Interest. The Company covenants and agrees for the benefit of the Holders of
each series of Securities that it will duly and punctually pay the principal of,
premium, if any, and interest, together with additional amounts, if any, on the
Securities of that series in accordance with the terms of the Securities of such
series, any interest coupons appertaining thereto and this Indenture; provided,
however, that amounts properly withheld under the Internal Revenue Code of 1986,
as amended, by any Person from a payment to any Holder of Securities, after
having requested such Holder to provide applicable information that would allow
such Person to make such payment without withholding, shall be considered as
having been paid by the Company to such Holder for purposes of this Indenture.
An installment of principal, premium, if any, or interest shall be considered
paid on the date it is due if there shall have been sent to the Trustee or
Paying Agent by wire transfer, or if the Trustee or Paying Agent otherwise
holds, on that date money designated for and sufficient to pay the installment.


                                      -75-
<PAGE>   84
                  Section 9.2. Maintenance of Office or Agency. Unless otherwise
specified as contemplated by Section 3.1, if Securities of a series are issued
as Registered Securities, the Company will maintain in each Place of Payment for
that series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company or any Guarantor in respect of the Securities or
the Senior Guarantees of that series and this Indenture may be served. Unless
otherwise specified as contemplated by Section 3.1, if Securities of a series
are issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series which is located outside the United States where
Securities of that series and related interest coupons may be presented and
surrendered for payment; provided, however, that if the Securities of that
series are listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (ii) subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for that series which is
located outside the United States, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company and each Guarantor hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

                  Unless otherwise specified as contemplated by Section 3.1, no
payment of principal, premium or interest on Bearer Securities shall be made at
any office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or interest coupon for payment, even if the payment would be credited
to an account located outside the United States; provided, however, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any premium or interest on any such Bearer Security shall be
made at the office of the Company's Paying Agent in the Borough of Manhattan,
The City of New York, if (but only if) payment in Dollars of the full amount of
such principal, premium or 


                                      -76-
<PAGE>   85
interest, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  Unless otherwise specified as contemplated by Section 3.1, the
Company may also from time to time designate one or more other offices or
agencies where the Securities (including any interest coupons, if any) of one or
more series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities (including any interest coupons, if any) of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

                  Unless otherwise specified as contemplated by Section 3.1, the
Trustee shall initially serve as Paying Agent.

                  Section 9.3. Money for Securities Payments to Be Held in
Trust; Unclaimed Money. If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities and any interest coupons
appertaining thereto, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal, premium, if any, or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee in writing of its action or
failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities and any interest coupons appertaining thereto, it will,
prior to each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a Paying Agent a sum sufficient to pay
such amount, such sum to be held as provided by the Trust Indenture Act, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

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

                  (a) comply with the provisions of the Trust Indenture Act
         applicable to it as a Paying Agent;




                                      -77-
<PAGE>   86
                  (b) hold all sums held by it for the payment of the principal
         of, premium, if any, or interest on Securities of that series in trust
         for the benefit of the Persons entitled thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct 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 terms set forth in this Indenture; 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 any principal of or
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium, if any, or interest has become due and
payable shall 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
and interest coupon, if any, shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may in the name and at the expense of the Company cause to be published once, in
an Authorized Newspaper in each Place of Payment with respect to such series, or
cause to be mailed to 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 publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

                  Section 9.4. Corporate Existence. Subject to Article 7, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if it
shall be determined that such abandonment or termination is desirable in the
conduct of the business of the Company.


                                      -78-
<PAGE>   87
                  Section 9.5. Annual Review Certificate. The Company covenants
and agrees to deliver to the Trustee, within 90 days after the end of each
fiscal year of the Company, a certificate from the principal executive officer,
principal financial officer or principal accounting officer of the Company
stating that a review of the activities of the Company during such year and of
performance under this Indenture has been made under his or her supervision and
to the best of his or her knowledge, based on such review, each of the Company
and the Guarantors has fulfilled all of its obligations under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to him or her and the nature
and status thereof. For purposes of this Section 9.5, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  Section 9.6. Waiver of Certain Covenants. Except as otherwise
specified as contemplated by Section 3.1 for Securities of such series, the
Company or any Guarantor may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Section 3.1(b)(15), 8.1(b) or 8.1(g)
for the benefit of the Holders of such series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by act of such Holders in
accordance with Section 1.4, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and each of the Guarantors and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full
force and effect.

                                   ARTICLE 10

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  Section 10.1. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not more than 15 days after each Regular
Record Date for any series, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Registered Securities of
such series as of such Regular Record Date; and

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



                                      -79-
<PAGE>   88
excluding from any such list names and addresses possessed by the Trustee in its
capacity as Registrar.

                  Section 10.2. Preservation of Information, Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 10.1 and the names and addresses of Holders of Registered Securities
received by the Trustee in its capacity as Registrar. The Trustee may destroy
any list furnished to it as provided in Section 10.1 upon receipt of a new list
so furnished.

                  (b) The rights of Holders of Securities to communicate with
other Holders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided in the Trust Indenture Act.

                  (c) Every Holder of Securities and interest coupons
appertaining thereto, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company, the Guarantors nor the Trustee nor any
agent of any of them shall be held accountable by reason of the disclosure of
information as to the names and addresses of the Holders of Securities made
pursuant to the Trust Indenture Act.

                  Section 10.3. Reports by Trustee. (a) The Trustee shall
transmit to Holders of Securities such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act, at the times and in the manner provided pursuant thereto.

                  (b) Reports so required to be transmitted at stated intervals
of not more than 12 months shall be transmitted no later than July 15 in each
calendar year, commencing with the first July 15 after the first issuance of
Securities under this Indenture.

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

                  Section 10.4. Reports by the Company and the Guarantors. The
Company and each of the Guarantors shall file with the Trustee and the
Commission, and transmit to the 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 


                                      -80-
<PAGE>   89
reports required to be filed with the Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15
days after the same is so required to be filed with the Commission.
Notwithstanding anything contrary herein, the Trustee shall have no duty to
review such documents for purposes of determining compliance with any provisions
of this Indenture.

                                   ARTICLE 11

                                   REDEMPTION

                  Section 11.1. Applicability of Article. Securities (including
interest coupons, if any) of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

                  Section 11.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including interest coupons, if
any, that, at the time of such election, may be redeemed at the option of the
Company, shall be evidenced by a Board Resolution. In the case of any such
redemption at the election of the Company of less than all the Securities or
interest coupons, if any, of any series, the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.

                  Section 11.3. Selection of Securities to Be Redeemed. Unless
otherwise specified as contemplated by Section 3.1, if less than all the
Securities (including interest coupons, if any) of a series with the same terms
are to be redeemed, the Trustee, not more than 45 days prior to the Redemption
Date, shall select the Securities of the series to be redeemed in such manner as
the Trustee shall deem fair and appropriate. The Trustee shall make the
selection from Securities of the series that are Outstanding and that have not
previously been called for redemption and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities, including interest coupons, if any, of that series or any integral
multiple thereof) of the principal amount of Securities, including interest
coupons, if any, of such series of a denomination larger than the minimum
authorized denomination for Securities of that series, provided, that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum 


                                      -81-
<PAGE>   90
authorized denomination) for such Security. The Trustee shall promptly notify
the Company in writing of the Securities selected by the Trustee for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount thereof to be redeemed. If the Company shall so direct,
Securities registered in the name of the Company, any Guarantor, any Affiliate
or any Subsidiary of the Company or any Guarantor shall not be included in the
Securities selected for redemption.

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

                  Section 11.4. Notice of Redemption. Unless otherwise specified
as contemplated by Section 3.1, notice of redemption shall be given in the
manner provided in Section 1.6 not less than 30 days nor more than 60 days prior
to the Redemption Date to the Holders of the Securities to be redeemed.

                  All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all the Outstanding Securities of a series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Security or
         Securities to be redeemed;

                  (d) the Place or Places of Payment where such Securities,
         together in the case of Bearer Securities with all interest coupons
         appertaining thereto, if any, maturing on or after the Redemption Date,
         are to be surrendered for payment of the Redemption Price;

                  (e) that Securities of the series called for redemption and
         all unmatured interest coupons, if any, appertaining thereto 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 the portion thereof,
         to be redeemed and, if applicable, that interest thereon will cease to
         accrue on and after said date;

                  (g) that the redemption is from a sinking fund, if such is the
         case;



                                      -82-
<PAGE>   91
                  (h) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all interest coupons maturing subsequent to the
         Redemption Date or the amount of any such missing interest coupon or
         interest coupons will be deducted from the Redemption Price, unless
         security or indemnity satisfactory to the Company, the Trustee and any
         Paying Agent is furnished;

                  (i) the CUSIP number, if any, of the Securities;

                  (j) if applicable, the conversion or exchange price, the date
         on which the right to convert or exchange the Securities (or portions
         thereof to be redeemed) will terminate and the place or places where
         such Securities may be surrendered for conversion or exchange; and

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

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

                  Section 11.5. Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 9.3) an amount of money in the currency or
currencies (including currency unit or units) in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1 for
the Securities of such series) sufficient to pay on the Redemption Date the
Redemption Price of, and (unless the Redemption Date shall be an Interest
Payment Date) interest accrued to the Redemption Date on, all Securities or
portions thereof which are to be redeemed on that date.

                  Unless any Security by its terms prohibits any redemption
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting of an amount
equal to the then applicable Redemption Price for such Securities against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

                  Section 11.6. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the interest coupons for any such
interest appertaining to any Bearer Security so to be 


                                      -83-
<PAGE>   92
redeemed, except to the extent provided below, shall be void. Except as provided
in the next succeeding paragraph, upon surrender of any such Security, including
interest coupons, if any, 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 on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside the
United States and its possessions (except as otherwise provided in Section 9.2)
and, unless otherwise specified as contemplated by Section 3.1, only upon
presentation and surrender of interest coupons for such interest; and provided,
further, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest on Registered Securities that are due and payable on
Interest Payment Dates that are on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.7.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant interest coupons maturing after the Redemption
Date, such Bearer Security may be paid after deducting from the Redemption Price
an amount equal to the face amount of all such missing interest coupons, or the
surrender of such missing interest coupon or interest coupons may be waived by
the Company and the Trustee if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless. If thereafter the Holder of such Bearer Security shall surrender to
the Trustee or any Paying Agent any such missing interest coupon in respect of
which a deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however, that
interest represented by interest coupons shall be payable only at an office or
agency located outside of the United States (except as otherwise provided
pursuant to Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of those interest coupons.

                  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 prescribed
therefor in the Security.

                  Section 11.7. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part at any Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his or her attorney duly authorized in writing), the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of that Security, without service charge, a new Security or Securities
(each with a Senior Guarantee of each Guarantor executed by each such Guarantor
and endorsed thereon) of the same series, having the same form, terms


                                      -84-
<PAGE>   93
and Stated Maturity, in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal amount of the Security
surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

                  Section 12.1. Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  Section 12.2. Satisfaction of Sinking Fund Payments with
Securities. The Company (i) may deliver Outstanding Securities of a series
(other than any previously called for redemption) together, in the case of
Bearer Securities of such series, with all unmatured interest coupons
appertaining thereto and (ii) may apply as a credit Securities of a series which
have been (x) redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, (y) converted or
exchanged pursuant to Article 14 or (z) previously delivered to the Trustee and
cancelled without reissuance pursuant to Section 3.9, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

                  Section 12.3. Redemption of Securities for Sinking Fund. Not
less than 45 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 12.2 and stating the basis for such credit and that such Securities have


                                      -85-
<PAGE>   94
not been previously so credited, and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.3 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.4. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.6 and 11.7.

                                   ARTICLE 13

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 13.1. Purposes for Which Meetings May Be Called. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, election, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

                  Section 13.2. Call, Notice and Place of Meetings. (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 13.1, to be held at such time and at such
place in The City of New York or in such other place as may be acceptable to the
Company. Notice of every meeting of Holders of Securities, setting forth the
time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section 1.6,
not less than 20 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, shall have requested the Trustee to call a meeting of the Holders of
Securities of any series for any purpose specified in Section 13.1, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company may determine the time and the place in The City of New York or such
other place as may be acceptable to the Company for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(a) of this Section 13.2.

                  Section 13.3. Persons Entitled to Vote at Meetings. To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (a) a Holder of one or more Outstanding Securities of such series, or
(b) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or


                                      -86-
<PAGE>   95
to speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

                  Section 13.4. Quorum; Action. The Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting may be adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at the
reconvening of any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days; at the reconvening of any
meeting adjourned or further adjourned for lack of a quorum, the persons
entitled to vote 25% in aggregate principal amount of the then Outstanding
Securities of the relevant series shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
13.2(b), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened.

                  Except as limited by the proviso to Section 8.2, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series, provided, however, that, except as limited by the proviso to Section
8.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

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




                                      -87-
<PAGE>   96
                  Notwithstanding the foregoing provisions of this Sections
13.4, if any action is to be taken at a meeting of Holders of Securities of any
series with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that this Indenture expressly provides may be
made, given or taken by the Holders of a specified percentage in principal
amount of all Outstanding Securities affected thereby, or of the Holders of such
series and one or more additional series:

                  (1) there shall be no minimum quorum requirement for such
meeting and

                  (2) the principal amount of the Outstanding Securities of such
series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken into account in
determining whether such request, demand, authorization, direction, notice,
consent, waiver or other action has been made, given or taken under this
Indenture.

                  Section 13.5. Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of any series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 1.4 and the appointment of any proxy shall be provided in the manner
specified in Section 1.4 or by having the signature of the Person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman (which may be a Responsible Officer of the Trustee) of the
meeting, unless the meeting shall have been called by the Company as provided in
Section 13.2(b), in which case the Company shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each U.S. $5,000 principal amount of
Securities held or 


                                      -88-
<PAGE>   97
represented by him or her; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security or
proxy.

                  (d) Any meeting of Holders of Securities of a series duly
called pursuant to Section 13.2 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

                  Section 13.6. Counting Votes and Recording Action of Meetings.
The vote upon any resolution submitted to any meeting of Holders of Securities
of any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities held or represented by them. The permanent chairman of
the meeting shall appoint an inspector of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting its verified written reports in duplicate of all
votes cast at the meeting. A record of the proceedings of each meeting of
Holders of Securities shall be prepared by the applicable secretary of the
meeting and there shall be attached to said record the original report of the
inspector of votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts, setting forth a copy of the notice
of the meeting and showing that said notice was given as provided in Section
13.2 and, if applicable, Section 13.4. At least two copies of such record shall
be signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one copy thereof shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

                                   ARTICLE 14

                      CONVERSION OR EXCHANGE OF SECURITIES

                  Section 14.1. Applicability of Article. (a) The provisions of
this Article 14 shall be applicable to the Securities of any series which are
convertible or exchangeable into Equity Securities of Allied, and to the
issuance of such Equity Securities upon the conversion or exchange of such
Securities, except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series.

                  (b) The term "Equity Securities" shall mean all or any of the
following, authorized from time to time: (i) Allied's Common Stock, $.01 par
value (the "Common 


                                      -89-
<PAGE>   98
Stock"), (ii) Allied's Preferred Stock, $.10 par value (the "Preferred Stock"),
and (iii) any other equity securities of Allied.

                  Section 14.2. Exercise of Conversion or Exchange Privilege.
(a) In order to exercise a conversion or exchange privilege, the Holder of a
Security of a series with such privilege shall surrender such Security,
together, in the case of any Bearer Security, with all unmatured interest
coupons and any matured interest coupons in default appertaining thereto, to the
Company at the office or agency maintained for that purpose pursuant to Section
9.2, accompanied by written notice to Allied and the Company that the Holder
elects to convert or exchange such Security or a specified portion thereof. Such
notice shall also state, if different from the name and address of such Holder,
the name or names (with address) in which the certificate or certificates for
Equity Securities which shall be issuable on such conversion or exchange shall
be issued. Registered Securities surrendered for conversion or exchange shall
(if so required by Allied, the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to Allied, the
Company and the Trustee duly executed by the registered Holder or its attorney
duly authorized in writing.

                  (b) As promptly as practicable after the receipt of such
notice and of any payment required pursuant to a Board Resolution establishing
the terms of any series of Securities and, subject to Section 3.3, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto setting forth the terms of such
series of Security, and the surrender of such Security in accordance with such
reasonable regulations as Allied and the Company may prescribe, Allied shall
issue and shall deliver, at the office or agency at which such Security is
surrendered, to such Holder or on its written order, a certificate or
certificates for the number of Equity Securities issuable upon the conversion or
exchange of such Security (or specified portion thereof), in accordance with the
provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Equity Security otherwise issuable upon such conversion or exchange.

                  (c) Such conversion or exchange shall be deemed to have been
effected immediately prior to the close of business on the date on which such
notice and such payment, if required, shall have been received in proper order
for conversion or exchange by Allied and the Company and such Security shall
have been surrendered as aforesaid and at such time the rights of the Holder of
such Security as such Security Holder shall cease and the person or persons in
whose name or names any certificate or certificates for Equity Securities of
Allied shall be issuable upon such conversion or exchange shall be deemed to
have become the Holder or Holders of record of the Equity Securities represented
thereby. Except as set forth above and subject to paragraph (d) of Section 3.7,
no payment or adjustment shall be made upon any conversion or exchange on


                                      -90-
<PAGE>   99
account of any interest accrued on the Securities surrendered for conversion or
exchange, or on account of any dividends on the Equity Securities of Allied
issued upon such conversion or exchange if the record date for the payment of
such dividends occurs prior to or on the date on which such conversion or
exchange shall be deemed to have been effected.

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

                  Section 14.3. No Fractional Equity Securities. No fractional
Equity Security of Allied shall be issued upon conversions or exchanges of
Securities of any series. If more than one Security shall be surrendered for
conversion or exchange at one time by the same Holder, the number of full shares
of the Equity Security which shall be issuable upon conversion or exchange shall
be computed on the basis of the aggregate principal amount of the Securities (or
specified portions thereof to the extent permitted hereby) so surrendered. If,
except for the provisions of this Section 14.3, any Holder of a Security or
Securities would be entitled to a fractional share of any Equity Security of
Allied upon the conversion or exchange of such Security or Securities, or
specified portions thereof, Allied or the Company shall pay to such Holder an
amount in cash equal to the current market value of such fractional share
computed, (i) if such Equity Security is listed or admitted to unlisted trading
privileges on a national securities exchange, on the basis of the last reported
sale price regular way on the principal exchange where such Equity Security is
listed or admitted, on the last trading day prior to the date of conversion or
exchange upon which such a sale shall have been effected, (ii) if such Equity
Security is not at the time so listed or admitted on a national securities
exchange but is quoted on the National Market System of the National Association
of Securities Dealers, Inc. ("NASDAQ"), on the basis of the average of the last
bid and asked prices of such Equity Security on NASDAQ on the last trading day
prior to the date of conversion or exchange, (iii) if such Equity Security is
not at the time so listed or admitted to unlisted trading privileges on a
national securities exchange or quoted on NASDAQ, on the basis of the average of
the last bid and asked prices of such Equity Security in the over-the-counter
market, on the last trading day prior to the date of conversion or exchange, as
reported by the National Quotation Bureau Incorporated or similar organization
if the National Quotation Bureau Incorporated is no longer reporting such
information, or (iv) in accordance with the terms of the supplemental indenture
or Board Resolutions setting the terms of the Securities of such series. For
purposes of this Section, "trading day" shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday other than any day on which the applicable Equity
Security is not traded or quoted on a national securities exchange, or if the
applicable Equity Security is not traded or quoted 

                                      -91-
<PAGE>   100
on a national securities exchange, on NASDAQ or the principal exchange or market
on which the applicable Equity Security is traded or quoted.

                  Section 14.4. Adjustment of Conversion or Exchange Price;
Consolidation or Merger. The conversion or exchange price of Securities of any
series that is convertible or exchangeable into an Equity Security of Allied
shall be adjusted for any stock dividends, stock splits, reclassifications,
combinations or similar transactions, and the securities, assets or other
property into or for which such Securities may be converted or exchanged as a
result of any consolidation, merger, combination or similar transaction shall be
determined, in accordance with the terms of the supplemental indenture or Board
Resolutions setting the terms of the Securities of such series.

                  Whenever the conversion or exchange price is adjusted, Allied
and the Company shall compute the adjusted conversion or exchange price in
accordance with the terms of the applicable Board Resolution or supplemental
indenture and shall prepare an Officers' Certificate setting forth the adjusted
conversion or exchange price and showing in reasonable detail the facts upon
which such adjustment is based. Whenever the securities, assets or other
property into or for which Securities of any series may be converted or
exchanged are changed as a result of any consolidation, merger or similar
transaction, Allied and the Company shall determine the nature and amount of
such securities, assets or other property in accordance with the terms of the
applicable Board Resolution or supplemental indenture and shall prepare an
Officer's Certificate describing such securities, assets or other property and
stating the amount of such securities, assets or other property into or for
which such Securities have become convertible or exchangeable. Such certificates
shall forthwith be filed at each office or agency maintained for the purpose of
conversion or exchange of Securities pursuant to Section 9.2 and, if different,
with the Trustee Allied and the Company shall forthwith cause a notice setting
forth the adjusted conversion or exchange price or describing such securities,
assets or other property, as applicable, to be mailed, first class postage
prepaid, to each Holder of Registered Securities of such series at its address
appearing on the Register and to any conversion or exchange agent other than the
Trustee and shall serve notice to the Holder of Bearer Securities as provided in
1.6.

                  Section 14.5. Notice of Certain Corporate Actions. If any
series of Securities which are directly or indirectly convertible or
exchangeable for any Equity Securities are Outstanding, in case:

                  (a) Allied shall declare a dividend (or any other
distribution) on any class of such Equity Securities payable otherwise than in
cash out of its retained earnings; or




                                      -92-
<PAGE>   101
                  (b) Allied shall authorize the granting to the holders of any
class of such Equity Securities of rights, options or warrants to subscribe for
or purchase any shares of capital stock of any class or of any other rights; or

                  (c) of any reclassification of any class of such Equity
Securities, or of the sale of all or substantially all of the assets of Allied ;
or

                  (d) of the voluntary or involuntary dissolution, liquidation
or winding up of Allied;

                  then Allied and the Company shall cause to be filed with the
Trustee, and shall cause to be mailed to all Holders at their addresses as they
shall appear in the Register and shall serve notice to the Holder of Bearer
Securities as provided in Section 1.6., at least 15 days (or 10 days in any case
specified in clause (a) or (b) above) prior to the applicable record date
hereinafter specified, a notice stating (i) the date on which a record is to be
taken for the purpose of such dividend, distribution, rights, options or
warrants, or, if a record is not to be taken, the date as of which the Holders
of such Equity Securities of record to be entitled to such dividend,
distribution, rights, options or warrants are to be determined, or (ii) the date
on which such reclassification, consolidation, merger, share exchange, sale,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of such Equity Securities of record
shall be entitled to exchange such Equity Securities for securities, cash or
other property deliverable upon such reclassification, consolidation, merger,
share exchange, sale, dissolution, liquidation or winding up. If at any time the
Trustee shall not be the conversion or exchange agent, a copy of such notice
shall also forthwith be filed by Allied and the Company with the Trustee.

                  Section 14.6. Reservation of Equity Securities. Allied shall
at all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued Equity Securities, for the purpose of effecting the
conversion or exchange of Securities, the full number of Equity Securities of
Allied then issuable upon the conversion or exchange of all Outstanding
Securities of any series that has conversion or exchange rights.

                  Section 14.7. Payment of Certain Taxes Upon Conversion or
Exchange. Allied and the Company will pay any and all taxes that may be payable
in respect of the issue or delivery of Allied's Equity Securities on conversion
or exchange of Securities pursuant hereto. Allied and the Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of its Equity Securities in a name
other than that of the Holder of the Security or Securities to be converted or
exchanged, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to Allied and the Company the amount of
any 


                                      -93-
<PAGE>   102
such tax, or has established, to the satisfaction of Allied and the Company,
that such tax has been paid.

                  Section 14.8. Duties of Trustee Regarding Conversion or
Exchange. Neither the Trustee nor any conversion or exchange agent shall at any
time be under any duty or responsibility to any Holder of Securities of any
series that is convertible or exchangeable into Equity Securities of Allied to
determine whether any facts exist which may require any adjustment of the
conversion or exchange price, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed, whether
herein or in any supplemental indenture, any resolutions of the Board of
Directors or written instrument executed by one or more officers of Allied and
the Company provided to be employed in making the same. Neither the Trustee nor
any conversion or exchange agent shall be accountable with respect to the
validity or value (or the kind or amount) of any Equity Securities of Allied, or
of any securities or property, which may at any time be issued or delivered upon
the conversion or exchange of any Securities and neither the Trustee nor any
conversion or exchange agent makes any representation with respect thereto.
Subject to the provisions of Section 6.1, neither the Trustee nor any conversion
or exchange agent shall be responsible for any failure of Allied or the Company
to issue, transfer or deliver any of Allied's Equity Securities or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion or exchange or to comply with any of the covenants
of Allied and the Company contained in this Article 14 or in the applicable
supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of Allied and the
Company.

                  Section 14.9. Repayment of Certain Funds Upon Conversion or
Exchange. Any funds which at any time have been deposited by the Company or on
its behalf with the Trustee or any Paying Agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the
Securities (including funds deposited for any sinking fund referred to in
Article 12 hereof) and which shall not be required for such purposes because of
the conversion or exchange of such Securities as provided in this Article 14
shall after such conversion or exchange be repaid to the Company by the Trustee
upon the Company's written request by Company Request.

                                   ARTICLE 15

                                SENIOR GUARANTEE

                  Section 15.1. Senior Guarantee. Each of Allied and the
Subsidiary Guarantors hereby jointly and severally unconditionally guarantees on
a senior basis to each Holder of a Security authenticated and delivered by the
Trustee, and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of (and premium,


                                      -94-
<PAGE>   103
if any) and interest on such Security when and as the same shall become due and
payable, whether at the Stated Maturity or by acceleration, call for redemption,
purchase or otherwise, in accordance with the terms of such Security and of this
Indenture. In case of the failure of the Company punctually to make any such
payment, each of Allied and the Subsidiary Guarantors hereby jointly and
severally agrees to cause such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
acceleration, call for redemption, purchase or otherwise, and as if such payment
were made by the Company.

                  Each of the Guarantors hereby jointly and severally agrees
that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of any Security or this Indenture, the
absence of any action to enforce the same, any creation, exchange, release or
nonperfection of any Lien on any collateral for, or any release or amendment or
waiver of any term of any other Guarantee of, or any consent to departure from
any requirement of any other Guarantee, of all or any of the Securities, the
election by the Trustee or any of the Holders in any proceeding under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code") of the application
of Section 1111(b)(2) of the Bankruptcy Code, any borrowing or grant of a
security interest by the Company, as debtor in possession, under Section 364 of
the Bankruptcy Code, the disallowance, under Section 502 of the Bankruptcy Code,
of all or any portion of the claims of the Trustee or any of the Holders for
payment of any of the Securities, any waiver or consent by the Holder of any
Security or by the Trustee with respect to any provisions thereof or of this
Indenture, the obtaining of any judgment against the Company (or with respect to
the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any action to
enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each of the Guarantors
hereby waives the benefits of diligence, presentment, demand of payment, any
requirement that the Trustee or any of the Holders protect, secure, perfect or
insure any security interest in or other Lien on any property subject thereto or
exhaust any right or take any action against the Company (or, with respect to
the Allied Subsidiary Guarantee, any Subsidiary Guarantor) or any other Person
or any collateral, filing of claims with a court in the event of insolvency or
bankruptcy of the Company (or, with respect to the Allied Subsidiary Guarantee,
any Subsidiary Guarantor), any right to require a proceeding first against the
Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary
Guarantor), protest or notice with respect to any Security (or, with respect to
the Allied Subsidiary Guarantee, the Subsidiary Guarantees) or the indebtedness
evidenced thereby and all demands whatsoever, and covenants, that this Senior
Guarantee will not be discharged in respect of any Security (or, with respect to
the Allied Subsidiary Guarantee, the Subsidiary Guarantees) except by complete
performance of the obligations contained in such Security (or, with respect to
the Allied Subsidiary Guarantee, the Subsidiary Guarantees) and in this Senior
Guarantee. Each of the Guarantors hereby 


                                      -95-
<PAGE>   104
agrees that, in the event of a default in payment of principal (or premium, if
any) or interest on any Security, whether at its Stated Maturity or by
acceleration, call for redemption, purchase or otherwise, legal proceedings may
be instituted by the Trustee on behalf of, or by, the Holder of such Security
(or, with respect to the Allied Subsidiary Guarantee, the Subsidiary
Guarantees), subject to the terms and conditions set forth in this Indenture,
directly against each or any of the Guarantors to enforce its Senior Guarantee
without first proceeding against the Company. Each Guarantor agrees that if,
after the occurrence and during the continuance of an Event of Default, the
Trustee or any of the Holders are prevented by applicable law from exercising
their respective rights to accelerate the maturity of the Securities, to collect
interest on the Securities (or, with respect to the Allied Subsidiary Guarantee,
the Subsidiary Guarantees) or to enforce or exercise any other right or remedy
with respect to the Securities (or, with respect to the Allied Subsidiary
Guarantee, the Subsidiary Guarantees), or the Trustee or the Holders are
prevented from taking any action to realize on any collateral, such Guarantor
agrees to pay to the Trustee for the account of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such
rights and remedies been permitted to be exercised by the Trustee or any of the
Holders.

                  No provision of any Senior Guarantee or Security or of the
Indenture shall alter or impair the Senior Guarantee of any Guarantor, which is
absolute and unconditional, of the due and punctual payment of the principal
(and premium, if any) and interest on the Security upon which such Senior
Guarantee is endorsed.

                  Each Guarantor shall be subrogated to all rights of the
Holders of the Securities upon which its Senior Guarantee is endorsed against
the Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary
Guarantor) in respect of any amounts paid by such Guarantor on account of such
Security (or, with respect to the Allied Subsidiary Guarantee, on account of the
Subsidiary Guarantees) pursuant to the provisions of its Senior Guarantee or
this Indenture; Allied shall be subrogated to all rights of the Holders of the
Securities with respect to which the Allied Subsidiary Guarantee is issued
against the Subsidiary Guarantors in respect of any amounts paid by it on
account of the Subsidiary Guarantees pursuant to the provisions of the Allied
Subsidiary Guarantee; provided, however, that no Guarantor shall be entitled to
enforce or to receive any payments arising out of, or based upon, such right of
subrogation until the principal of (and premium, if any) and interest on all
Securities issued hereunder shall have been paid in full.

                  Each Senior Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the
Company (or, with respect to the Allied Subsidiary Guarantee, any Subsidiary
Guarantor) for liquidation or reorganization, should the Company (or, with
respect to the Allied Subsidiary Guarantee, any Subsidiary Guarantor) become
insolvent or make an assignment for the benefit of 


                                      -96-
<PAGE>   105
creditors or should a receiver or trustee be appointed for all or any
significant part of the assets of the Company (or, with respect to the Allied
Subsidiary Guarantee, any Subsidiary Guarantor) and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Securities is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the Securities, whether as a "voidable preference,"
"fraudulent transfer" or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Securities shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

                  No officer, director, employer or incorporator, past, present
or future, of any Guarantor, as such, shall have any personal liability under
any Senior Guarantee by reason of his, her or its status as such officer,
director, employer or incorporator.

                  To the extent that any Subsidiary Guarantor shall be required
to pay any amounts on account of the Securities pursuant to its Senior Guarantee
in excess of the greater of (i) the amount of the economic benefit actually
received by such Subsidiary Guarantor from the issuance of the Securities and
(ii) an amount calculated as the product of (A) the aggregate amount payable by
the Subsidiary Guarantors on account of the Securities pursuant to their Senior
Guarantees times (B) the proportion (expressed as a fraction) that such
Subsidiary Guarantor's net worth at the date enforcement of its Senior Guarantee
is sought bears to the aggregate net worth of all Subsidiary Guarantors at such
date, then such Subsidiary Guarantor shall be reimbursed by the other Subsidiary
Guarantors for the amount of such excess, pro rata, based upon the respective
net worth of such other Subsidiary Guarantors at the date enforcement of its
Senior Guarantees is sought. This paragraph is intended only to define the
relative rights of the Subsidiary Guarantors as among themselves, and nothing
set forth in this paragraph is intended to or shall impair the joint and several
obligations of the Guarantors under their respective Senior Guarantees.

                  The Guarantors shall have the right to seek contribution from
any nonpaying Guarantor so long as the exercise or such right does not impair
the rights of the Holders under any Senior Guarantee.

                  Section 15.2. Execution and Delivery of Senior Guarantees. The
Senior Guarantees to be endorsed on the Securities shall include the terms of
the Senior Guarantee set forth in Section 15.1 and any other terms that may be
set forth in the form established pursuant to Section 2.3. Each of the
Guarantors hereby agrees to execute its Senior Guarantee, in a form established
pursuant to Section 2.3, to be endorsed on each Security authenticated and
delivered by the Trustee.


                                      -97-
<PAGE>   106
                  The Senior Guarantee shall be executed on behalf of each
respective Guarantor by any one of such Guarantor's Chairman of the Board, Vice
Chairman of the Board, President or Vice Presidents, attested by its Secretary
or Assistant Secretary. The signature of any or all of these officers on the
Senior Guarantee may be manual or facsimile and may be pursuant to a duly
executed power of attorney.

                  A Senior Guarantee bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of a Guarantor shall
bind such Guarantor, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of the
Security on which such Senior Guarantee is endorsed or did not hold such offices
at the date of such Senior Guarantee.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Senior
Guarantee endorsed thereon on behalf of the Guarantors. Each of the Guarantors
hereby jointly and severally agrees that its Senior Guarantee set forth in
Section 15.1 shall remain in full force and effect notwithstanding any failure
to endorse a Senior Guarantee on any Security.

                  Section 15.3. Subsidiary Guarantors May Consolidate, Etc., on
Certain Terms. Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of a Subsidiary Guarantor with or into
the Company or a Guarantor or shall prevent any sale or conveyance of the
property of a Subsidiary Guarantor as an entirety or substantially as an
entirety to the Company or a Guarantor.

                  Section 15.4. Release of Guarantors. (a) Concurrently with any
consolidation or merger of a Subsidiary Guarantor or any sale or conveyance of
the property of a Subsidiary Guarantor as an entirety or substantially as an
entirety, in each case as permitted by Section 15.3, and upon delivery by the
Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such consolidation, merger, sale or conveyance was made in
accordance with Section 15.3, the Trustee shall execute any documents reasonably
required in order to evidence the release of such Subsidiary Guarantor from its
obligations under its Subsidiary Guarantees endorsed on the Securities and under
this Article 15. Any Subsidiary Guarantor not released from its obligations
under its Subsidiary Guarantees endorsed on the Securities and under this
Article 15 shall remain liable for the full amount of principal of (and premium,
if any) and interest on the Securities and for the other obligations of a
Subsidiary Guarantor under its Subsidiary Guarantees endorsed on the Securities
and under this Article 15.

                  (b) Concurrently with the defeasance of the Securities under
Section 4.4 or the covenant defeasance of the Securities under Section 4.5, the
Guarantors shall be released from all of their obligations under their Senior
Guarantees endorsed on the Securities and under this Article 15.


                                      -98-
<PAGE>   107
   
                  (c) Upon the consummation of any transaction (whether
involving a sale or other disposition of securities, a merger or otherwise)
whereby any Subsidiary Guarantor ceases to be a Restricted Subsidiary and which
transaction is otherwise in compliance with the provisions of this Indenture,
such Subsidiary Guarantor shall automatically be released from all obligations
under its Subsidiary Guarantees endorsed on the Securities and under this
Article 15.
    


   
                  Section 15.5. Additional Guarantors. The Company shall cause
each Person that becomes a Restricted Subsidiary after the date of this
Indenture, upon becoming a Restricted Subsidiary, to become a Subsidiary
Guarantor with respect to the Securities. Any such Person shall become a
Subsidiary Guarantor by executing and delivering to the Trustee (a) a
supplemental indenture, in form and substance satisfactory to the Trustee, which
subjects such Person to the provisions of this Indenture as a Subsidiary
Guarantor and (b) an Opinion of Counsel to the effect that such supplemental
indenture has been duly authorized and executed by such Person and constitutes
the legal, valid, binding and enforceable obligation of such Person (subject to
such customary exceptions concerning creditors' rights and equitable principles
as may be acceptable to the Trustee in its discretion).
    

                                   ARTICLE 16

                 Jurisdiction and Consent to Service of Process

                  SECTION 16.1 Jurisdiction and Consent to Service of Process.
(a) Each of the Company and the Guarantors hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or Federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to the Securities, the
Senior Guarantees, this Indenture, or for recognition or enforcement of any
judgment, and each of such Persons hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the Company and the Guarantors agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Article 16 shall affect any right that any
Holder or the Trustee may otherwise have to bring any action or proceeding
relating to the Securities, the Senior Guarantees, this Indenture Agreement



                                      -99-
<PAGE>   108
against the Company, any Guarantor or their respective properties in the courts
of any jurisdiction.

                  (b) Each of the Company and the Guarantors hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to the Securities,
the Senior Guarantees, this Indenture in any New York State or Federal court.
Each of the Company and the Guarantors hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  (c) Each of the Company and the Guarantors irrevocably
consents to service of process in the manner provided for notices in Section 1.5
Nothing in this Agreement will affect the right of any Holder or the Trustee to
serve process in any other manner permitted by law.




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




                                     -100-
<PAGE>   109
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                        ALLIED WASTE NORTH AMERICA, INC.


                                        By:___________________________
                                           Name:
                                           Title:


Attest:



__________________________
Name:
Title:



                                        ALLIED WASTE INDUSTRIES, INC.


                                        as Guarantor of the Securities and as
                                        Guarantor of the obligations of the
                                        Subsidiary Guarantors under the
                                        Subsidiary Guarantees


                                        By:___________________________
                                           Name:
                                           Title:


Attest:



__________________________
Name:
Title:




                                     -101-
<PAGE>   110
                                        Each of the Subsidiary Guarantors Listed
                                        on Schedule I hereto, as Guarantor of
                                        the Securities


                                        By*:___________________________
                                           Name:
                                           Title:


Attest*:



__________________________
Name:
Title:


                                        FIRST TRUST NATIONAL ASSOCIATION


                                        By:___________________________
                                           Name:
                                           Title:

Attest:



__________________________
Name:
Title:





--------

*        Signing as duly authorized officer for each such Subsidiary Guarantor.




                                     -102-