<PAGE>   1
                                                                    EXHIBIT 4.4
                                                                   FFHS&J Draft
                                                                        8/15/97
    

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


                    ALLIED WASTE INDUSTRIES, INC., as Issuer

                                       to

                  FIRST TRUST NATIONAL ASSOCIATION, as Trustee

                          SENIOR SUBORDINATED 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
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                              <C>
        (d)(2)...............................................    TIA
        (d)(3)...............................................    TIA
        (e)..................................................    TIA

316     (a)(last sentence)...................................    1.1
        (a)(1)(A)............................................    5.2; 5.8
        (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.
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<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...........................................................        14
         Section 1.5.   Notices, Etc., to Trustee and Company.....................................        16
         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..............................................................        18
         Section 1.10.   Benefits of Indenture....................................................        18
         Section 1.11.   Incorporators, Stockholders, Officers and Directors of the Company
                               Exempt from Individual Liability...................................        18
         Section 1.12.   Governing Law; Conflict with Trust Indenture Act.........................        19
         Section 1.13.   Legal Holidays...........................................................        19
         Section 1.14.   Moneys of Different Currencies to Be Segregated..........................        19
         Section 1.15.   Independence of Covenants................................................        19
         Section 1.16.   Counterparts.............................................................        20

ARTICLE 2   Security Forms........................................................................        20

         Section 2.1.   Forms Generally...........................................................        20
         Section 2.2.   Form of Trustee's Certificate of Authentication...........................        20
         Section 2.3.   Securities in Global Form.................................................        21
         Section 2.4.   Form of Legend for Securities in Global Form..............................        22

ARTICLE 3   The Securities........................................................................        22

         Section 3.1.   Amount Unlimited; Issuable in Series......................................        22
         Section 3.2.   Denominations.............................................................        27
         Section 3.3.   Execution, Authentication, Delivery and Dating............................        27
         Section 3.4.   Temporary Securities......................................................        30
         Section 3.5.   Registration, Transfer and Exchange.......................................        31
         Section 3.6.   Replacement Securities....................................................        35
         Section 3.7.   Payment of Interest; Interest Rights Preserved............................        37
</TABLE>


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<TABLE>
<S>                                                                                                       <C>
         Section 3.8.   Persons Deemed Owners.....................................................        39
         Section 3.9.   Cancellation..............................................................        40
         Section 3.10.   Computation of Interest..................................................        40
         Section 3.11.   CUSIP Numbers............................................................        40
         Section 3.12.   Currency and Manner of Payment in Respect of Securities..................        41

ARTICLE 4   Satisfaction, Discharge and Defeasance................................................        41

         Section 4.1.   Termination of Company's Obligations Under the Indenture..................        41
         Section 4.2.   Application of Trust Funds................................................        43
         Section 4.3.   Applicability of Defeasance Provisions; Company's Option to Effect
                               Defeasance or Covenant Defeasance..................................        43
         Section 4.4.   Defeasance and Discharge..................................................        43
         Section 4.5.   Covenant Defeasance.......................................................        44
         Section 4.6.   Conditions to Defeasance or Covenant Defeasance...........................        44
         Section 4.7.   Deposited Money and Government Obligations to Be Held in Trust............        46
         Section 4.8.   Repayment to Company......................................................        47
         Section 4.9.   Indemnity for Government Obligations......................................        47
         Section 4.10.   Reinstatement............................................................        47

ARTICLE 5   Defaults and Remedies.................................................................        48

         Section 5.1.   Events of Default.........................................................        48
         Section 5.2.   Acceleration; Rescission and Annulment....................................        50
         Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee...........        51
         Section 5.4.   Trustee May File Proofs of Claim..........................................        52
         Section 5.5.   Trustee May Enforce Claims Without Possession of Securities...............        52
         Section 5.6.   Delay or Omission Not Waiver..............................................        53
         Section 5.7.   Waiver of Past Defaults...................................................        53
         Section 5.8.   Control by Majority.......................................................        53
         Section 5.9.   Limitation on Suits by Holders............................................        53
         Section 5.10.   Rights of Holders to Receive Payment.....................................        54
         Section 5.11.   Application of Money Collected...........................................        54
         Section 5.12.   Restoration of Rights and Remedies.......................................        55
         Section 5.13.   Rights and Remedies Cumulative...........................................        55
         Section 5.14.   Undertaking for Costs....................................................        56
</TABLE>

                                      -ii-
<PAGE>   6
<TABLE>
<S>                                                                                                       <C>
         Section 5.15.   Waiver of Stay, Extension or Usury Laws..................................        56

ARTICLE 6  The Trustee............................................................................        56

         Section 6.1.   Certain Duties and Responsibilities.......................................        56
         Section 6.2.   Notice of Defaults........................................................        57
         Section 6.3.  Certain Rights of Trustee..................................................        57
         Section 6.4.   Not Responsible for Recitals or Issuance of Securities....................        58
         Section 6.5.   May Hold Securities.......................................................        58
         Section 6.6.   Money Held in Trust.......................................................        58
         Section 6.7.   Compensation and Reimbursement............................................        58
         Section 6.8.   Conflicting Interests.....................................................        59
         Section 6.9.   Corporate Trustee Required; Eligibility...................................        59
         Section 6.10.   Resignation and Removal; Appointment of Successor........................        60
         Section 6.11.   Acceptance of Appointment by Successor...................................        61
         Section 6.12.   Merger, Conversion, Consolidation or Succession to Business..............        62
         Section 6.13.   Preferential Collection of Claims Against Company........................        62
         Section 6.14.   Appointment of Authenticating Agent......................................        63

ARTICLE 7   Consolidation, Merger or Sale of Assets by the Company................................        64

         Section 7.1.   Consolidation, Merger or Sale of Assets Permitted.........................        64

ARTICLE 8  Supplemental Indentures................................................................        65

         Section 8.1.   Supplemental Indentures Without Consent of Holders........................        65
         Section 8.2.   Supplemental Indentures With Consent of Holders...........................        67
         Section 8.3.   Compliance with Trust Indenture Act.......................................        68
         Section 8.4.   Execution of Supplemental Indentures......................................        68
         Section 8.5.   Effect of Supplemental Indentures.........................................        69
         Section 8.6.   Reference in Securities to Supplemental Indentures........................        69
         Section 8.7.   Notice of Supplemental Indentures.........................................        69

ARTICLE 9  Covenants  69

         Section 9.1.   Payment of Principal, Premium, if any, and Interest.......................        69
         Section 9.2.   Maintenance of Office or Agency...........................................        70
         Section 9.3.   Money for Securities Payments to Be Held in Trust; Unclaimed Money........        71
         Section 9.4.   Corporate Existence.......................................................        73
         Section 9.5.   Annual Review Certificate.................................................        73
         Section 9.6   Waiver of Certain Covenants................................................        73
</TABLE>

                                     -iii-
<PAGE>   7
<TABLE>
<S>                                                                                                      <C>
ARTICLE 10   Holders' Lists and Reports by Trustee and Company....................................        73

         Section 10.1.   Company to Furnish Trustee Names and Addresses of Holders................        73
         Section 10.2.   Preservation of Information, Communications to Holders...................        74
         Section 10.3.   Reports by Trustee.......................................................        74
         Section 10.4.   Reports by the Company...................................................        75

ARTICLE 11   Redemption...........................................................................        75

         Section 11.1.   Applicability of Article.................................................        75
         Section 11.2.   Election to Redeem; Notice to Trustee....................................        75
         Section 11.3.   Selection of Securities to Be Redeemed...................................        75
         Section 11.4.   Notice of Redemption.....................................................        76
         Section 11.5.   Deposit of Redemption Price..............................................        77
         Section 11.6.   Securities Payable on Redemption Date....................................        78
         Section 11.7.   Securities Redeemed in Part..............................................        79

ARTICLE 12   Sinking Funds........................................................................        79

         Section 12.1.   Applicability of Article.................................................        79
         Section 12.2.   Satisfaction of Sinking Fund Payments with Securities....................        79
         Section 12.3.   Redemption of Securities for Sinking Fund................................        80

ARTICLE 13  Meetings of Holders of Securities.....................................................        80

         Section 13.1.   Purposes for Which Meetings May Be Called................................        80
         Section 13.2.   Call, Notice and Place of Meetings.......................................        80
         Section 13.3.   Persons Entitled to Vote at Meetings.....................................        81
         Section 13.4.   Quorum; Action...........................................................        81
         Section 13.5.   Determination of Voting Rights; Conduct and Adjournment of Meetings......        82
         Section 13.6.   Counting Votes and Recording Action of Meetings..........................        83

ARTICLE 14   Conversion or Exchange of Securities.................................................        84

         Section 14.1.   Applicability of Article.................................................        84
         Section 14.2.   Exercise of Conversion or Exchange Privilege.............................        84
         Section 14.3.   No Fractional Equity Securities..........................................        85
         Section 14.4.   Adjustment of Conversion or Exchange Price; Consolidation or Merger......        86
</TABLE>

                                      -iv-
<PAGE>   8
<TABLE>
<S>                                                                                                      <C>
         Section 14.5.   Notice of Certain Corporate Actions......................................        87
         Section 14.6.   Reservation of Equity Securities.........................................        87
         Section 14.7.   Payment of Certain Taxes Upon Conversion or Exchange.....................        88
         Section 14.8.   Duties of Trustee Regarding Conversion or Exchange.......................        88
         Section 14.9.   Repayment of Certain Funds Upon Conversion or Exchange...................        88

ARTICLE 15   Subordination of Securities..........................................................        89

         Section 15.1.   Securities Subordinate to Senior Debt....................................        89
         Section 15.2.   Payment Over of Proceeds Upon Dissolution, Etc...........................        89
         Section 15.3.   No Payment When Senior Debt in Default...................................        90
         Section 15.4.   Certain Payments Permitted...............................................        91
         Section 15.5.   Subrogation to Rights of Holders of Senior Debt..........................        91
         Section 15.6.   Provisions Solely to Define Relative Rights..............................        92
         Section 15.7.   Trustee to Effectuate Subordination......................................        92
         Section 15.8.   No Waiver of Subordination Provisions....................................        92
         Section 15.9.   Notice to Trustee........................................................        93
         Section 15.10.   Reliance on Judicial Order or Certificate of Liquidating Agent..........        93
         Section 15.11.   Trustee Not Fiduciary for Holders of Senior Debt........................        94
         Section 15.12.   Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's
                               Rights.............................................................        94
         Section 15.13.   Article Applicable to Paying Agents.....................................        94
         Section 15.14.   Defeasance of this Article 15...........................................        94

ARTICLE 16   Jurisdiction and Consent to Service of Process.......................................        94

         Section 16.1.   Jurisdiction and Consent to Service of Process...........................        94
</TABLE>

                                      -v-
<PAGE>   9
                  SENIOR SUBORDINATED INDENTURE (the "Indenture"), dated as of
___________, 1997, between ALLIED WASTE INDUSTRIES, 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, 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 senior subordinated debentures, notes or other evidences of
indebtedness ("Securities") to be issued in one or more series as herein
provided.

                  All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its 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) 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



                                      -1-
<PAGE>   10
                  (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.

                  "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 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.

                  "AWNA" means Allied Waste North America, Inc., a Delaware
corporation and wholly owned subsidiary of the Company.

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

                  "Board" or "Board of Directors" means the Board of Directors
of the Company, or any duly authorized committee thereof.

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

                  "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


                                      -2-
<PAGE>   11
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 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


                                      -3-
<PAGE>   12
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.

                  "Credit Agreement" means the Amended and Restated Credit
Agreement dated June 5, 1997 among AWWA, the Company and the subsidiary
guarantors named therein, as guarantors, Goldman Sachs Credit Partners L.P.,
Credit Suisse First Boston, Citibank, N.A. and the other Lenders referred to
therein.

                  "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 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 the 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


                                      -4-
<PAGE>   13
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 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


                                      -5-
<PAGE>   14
Government Obligation or the specific payment of principal of or interest on the
Government Obligation evidenced by such depository receipt.

                  "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.

                  "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.


                                      -6-
<PAGE>   15
                  "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.

                  "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 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", when used with respect to the
Company, means a certificate signed by two Officers, one of whom must be the
Chairman of the Board, the


                                      -7-
<PAGE>   16
President, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, any Vice President, the Treasurer or the Secretary of the
Company.

                  "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.

                  "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) in trust or set aside and
segregated in trust by the Company (if the Company 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


                                      -8-
<PAGE>   17
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
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
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in 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 or any other obligor upon the
Securities or any Affiliate of the Company 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


                                      -9-
<PAGE>   18
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 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


                                      -10-
<PAGE>   19
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.

                  "Senior Debt" means (i) with respect to the Company or any
Restricted Subsidiary of the Company, as the case may be, (a) every obligation
of such Person for money borrowed, (b) every obligation of such Person evidenced
by bonds, debentures, notes or other similar instruments, including obligations
Incurred in connection with the acquisition of property, assets or businesses,
(c) every reimbursement obligation of such Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account of
such Person, (v) every Capital Lease Obligation of such Person and (d) 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, whether Incurred on or prior to the date hereof or thereafter
Incurred, (ii) with respect to the Company or any Restricted Subsidiary of the
Company, Guarantees by such person of Senior Debt and obligations of AWNA under
the Credit Agreement and (iii) amendments, modifications, renewals, extensions,
refinancings and refundings of any such Debt; provided, however, the following
shall not constitute Senior Debt: (A) any Debt owed to a Person when such Person
is a Subsidiary of the Company, (B) any Debt which by the terms of the
instrument creating or evidencing the same is pari passu or subordinate in right
of payment to the Securities, (C) any Debt incurred in violation of this
Indenture or (D) any Debt which is subordinate in right of payment in any
respect to any other Debt of the Company. For purposes of this definition,
"Debt" includes any obligation to pay principal, premium (if any), interest,
penalties, reimbursement or indemnity amounts, fees and expenses (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for post-petition
interest is allowed in such proceeding).

                  "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


                                      -11-
<PAGE>   20
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.

                  "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 (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, means
any Vice President of the Company 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:

                      Term                                        Section
                      ----                                        -------

                      "Act"                                        1.4(a)
                      "Common Stock"                              14.1(b)(i)
                      "Company Securities Payment"                15.2



                                      -12-
<PAGE>   21
                      "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
                      "Payment Blockage Period"                   15.3
                      "Preferred Stock"                           14.1(b)(ii)
                      "Register"                                   3.5
                      "Registrar"                                  3.5
                      "Senior Nonmonetary Default"                15.3
                      "Senior Payment Default"                    15.3

   
                  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.
    

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 2.3, 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.



                                      -13-
<PAGE>   22
                  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 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


                                      -14-
<PAGE>   23
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.

                  (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.



                                      -15-
<PAGE>   24
                  (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 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 and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or at any


                                      -16-
<PAGE>   25
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 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 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.



                                      -17-
<PAGE>   26
                  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 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 shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

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

                  Section 1.11. Incorporators, Stockholders, 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,
stockholder, 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.



                                      -18-
<PAGE>   27
                  Section 1.12. Governing Law; Conflict with Trust Indenture
Act. THIS INDENTURE, THE SECURITIES 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 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 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.



                                      -19-
<PAGE>   28
                  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 FORMS

                  Section 2.1. Forms Generally.The Securities of each series and
the interest coupons, if any, to be attached thereto 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, as evidenced by their execution of the Securities and interest
coupons, if any. If temporary Securities 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, 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, if any, 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 of the series designated therein
referred to in the within-mentioned Indenture.



                                      -20-
<PAGE>   29
                                            FIRST TRUST NATIONAL ASSOCIATION,
                                            as Trustee

                                            By: _____________________________
                                                Authorized Signatory

                  Section 2.3. 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 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.



                                      -21-
<PAGE>   30
                  Section 2.4. 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 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);



                                      -22-
<PAGE>   31
                  (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 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;



                                      -23-
<PAGE>   32
                  (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 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;



                                      -24-
<PAGE>   33
                  (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;

                  (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;



                                      -25-
<PAGE>   34
                  (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 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



                                      -26-
<PAGE>   35
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.

                  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 to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities 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.



                                      -27-
<PAGE>   36
                  If the form or terms of the Securities 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 and accepting the additional responsibilities
under this Indenture in relation to such Securities, 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 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
         have been, or, in the case of Securities of a series offered in a
         Periodic Offering, will be, established by or pursuant to a Board
         Resolution as permitted by Section 3.1, that such terms have been, or,
         in the case of Securities of a series offered in a Periodic Offering,
         will be, established in conformity with the provisions of this
         Indenture, subject, in the case of Securities 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, when duly authorized, executed and delivered by the
         Trustee, will constitute a legal, valid and binding obligation
         enforceable against the Company 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, when issued by the Company and 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, enforceable against the Company 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


                                      -28-
<PAGE>   37
         enforcement thereof may be limited by (A) requirements that a claim
         with respect to any Securities 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.

                  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 of a series offered in a Periodic
Offering, the Trustee may rely, as to the authorization by the Company of any of
such Securities, 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 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 in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate


                                      -29-
<PAGE>   38
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 2.4.

                  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 of such
Depositary and the Trustee with regard to Securities 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 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 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. 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 may execute and, upon Company
Order, the Trustee shall authenticate and deliver temporary Securities 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 in lieu of which
they are issued and with such


                                      -30-
<PAGE>   39
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities and interest coupons, if any. 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.

                  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 will cause definitive
Securities 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 shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities 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 shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor and
containing identical terms and provisions.



                                      -31-
<PAGE>   40
                  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.

                  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 shall execute, and the Trustee shall authenticate and
deliver, the Registered Securities 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 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 



                                      -32-
<PAGE>   41
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 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
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 shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of certificated Securities of
such series of like tenor, shall authenticate and deliver, Securities 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.




                                      -33-
<PAGE>   42
                  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 shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities 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 and such Depositary. Thereupon, the Company 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 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 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 in global form for Securities
in certificated form, such Security 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 in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security 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 to
the Persons in whose names such Securities are so registered.

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




                                      -34-
<PAGE>   43
                  All Securities issued upon any registration of transfer or
upon any exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities 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 Registrar or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, 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 shall not be required (i) to issue, register the
transfer of, or exchange any Securities 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 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 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.

                  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 or the Trustee to save each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver a
replacement Registered Security, if such surrendered Security was a Registered
Security, or a replacement Bearer Security 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.




                                      -35-
<PAGE>   44
                  If there shall be delivered to the Company 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 either 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 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, if such Holder's
claim appertains to a Registered Security, or a replacement Bearer Security 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
in its discretion may, instead of issuing a new Security or interest coupon, 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.

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

                  Every new Security 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, 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.




                                      -36-
<PAGE>   45
                  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 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 



                                      -37-
<PAGE>   46
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 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 



                                      -38-
<PAGE>   47
         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 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).

                  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 Trustee and any agent of
the Company 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, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

                  Unless otherwise provided as contemplated by Section 3.1, the
Company, the Trustee and any agent of the Company 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 Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.




                                      -39-
<PAGE>   48
                  None of the Company, the Trustee or any agent of the Company
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 Trustee and any agent of the Company 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 or the
Trustee, or any agent of the Company 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 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 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 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 




                                      -40-
<PAGE>   49
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 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, 



                                      -41-
<PAGE>   50
         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,

         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

                  (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.




                                      -42-
<PAGE>   51
                  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.

                  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 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) 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),
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



                                      -43-
<PAGE>   52
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, (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 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 and (iii) the provisions of Article 15 shall
cease to be effective as to such Securities to the extent provided therein. 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 



                                      -44-
<PAGE>   53
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.

                  (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) At the time of such deposit: (A) no default in the payment
of all or a portion of principal of (or premium, if any) or interest on any
Senior Debt of the Company shall have occurred and be continuing, and no event
of default with respect to 



                                      -45-
<PAGE>   54
any Senior Debt of the Company shall have occurred and be continuing and shall
have resulted in such Senior Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable and
(B) no other event of default with respect to any Senior Debt of the Company
shall have occurred and be continuing permitting (after notice or the lapse of
time, or both) the holders of such Senior Debt (or a trustee on behalf of the
holders thereof) to declare such Senior Debt due and payable prior to the date
on which it would otherwise have become due and payable, or, in the case of
either Clause (A) or Clause (B) above, each such default or event of default
shall have been cured or waived or shall have ceased to exist.

                  (f) 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).

                  (g) 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).

                  (h) 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.

                  (i) 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.

                  (j) 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.

                  (k) 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



                                      -46-
<PAGE>   55
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.

                  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




                                      -47-
<PAGE>   56
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
occasioned by the provisions of Article 15 or 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 the Company 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 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



                                      -48-
<PAGE>   57
evidenced, any Debt of the Company 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 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 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 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 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 or any Restricted Subsidiary or of any
substantial part of the property of the Company or any Restricted Subsidiary, or
ordering the winding up or liquidation of the affairs of the Company 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

                  (h) the commencement by the Company 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 or any Restricted Subsidiary to the entry of a decree or
order for relief in respect of the Company 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 or any
Restricted Subsidiary or the filing by the Company 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 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 or any Restricted Subsidiary or of any
substantial part of the property of the Company or 


                                      -49-
<PAGE>   58
any Restricted Subsidiary, or the making by the Company or any Restricted
Subsidiary of an assignment for the benefit of creditors, or the admission by
the Company 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 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, provided that the
payment of principal and interest on such Securities shall remain subordinated
to the extent provided in Article 15. 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,
provided that the payment of principal and interest on such Securities shall
remain subordinated to the extent provided in Article 15.

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

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




                                      -50-
<PAGE>   59
                           (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,

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 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 




                                      -51-
<PAGE>   60
proceeding for the collection of the sums so due and unpaid and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.

                  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 other obligor upon the
Securities), its property 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 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 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, 




                                      -52-
<PAGE>   61
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 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:




                                      -53-
<PAGE>   62
                  (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 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:




                                      -54-
<PAGE>   63
                  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 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




                                      -55-
<PAGE>   64
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, 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 or principal of (and 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 The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the principal, of, 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; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                    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.




                                      -56-
<PAGE>   65
                  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(c) 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 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




                                      -57-
<PAGE>   66
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 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.

                  Section 6.4. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and 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. 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 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 1.1 and subject to Sections 6.8 and 6.13, may
otherwise deal with the Company and any other obligor upon the Securities 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.

                  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 




                                      -58-
<PAGE>   67
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 the
Company and the Trustee relating to the Company's 11.30% Senior Discount Notes
Due 2007, (ii) the Indenture dated as of December 1, 1996 by and among AWNA, the
Company, as guarantor, the Subsidiary Guarantors named therein and the Trustee
relating to AWNA's 10 1/4% Senior Subordinated Notes due 2006, (iii) the
Indenture dated as of ________________, 1997 between the Company and the Trustee
relating to the Company's senior subordinated debt securities, (iv) the
Indenture dated as of ________________, 1997 by and among AWNA, the Company, as
guarantor, the Subsidiary Guarantors named therein and the Trustee relating to
AWNA's senior debt securities and (v) the Indenture dated as of
________________, 1997 by and among AWNA, the Company, as guarantor, the
Subsidiary Guarantors named therein and the Trustee relating to AWNA'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.




                                      -59-
<PAGE>   68
                  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

                  (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 




                                      -60-
<PAGE>   69
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 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 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 



                                      -61-
<PAGE>   70
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 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 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.

                  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 other obligor 




                                      -62-
<PAGE>   71
upon the Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).

                  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 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 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 



                                      -63-
<PAGE>   72
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:

                  This is one of the Securities 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 the 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, conveyance, 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  
    



                                      -64-
<PAGE>   73
   
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 Securities 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
    

   
                  (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 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:
    




                                      -65-
<PAGE>   74
                  (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 herein and in the Securities and any interest coupons
appertaining thereto; or

                  (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




                                      -66-
<PAGE>   75
                  (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 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 the Company; 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 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




                                      -67-
<PAGE>   76
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
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;

                  (e) modify the provisions in Article 15 of this Indenture with
respect to the subordination of Outstanding Securities of any series in a manner
adverse to the Holders thereof; or

                  (f) 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 Sections 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



                                      -68-
<PAGE>   77
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.

                  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 




                                      -69-
<PAGE>   78
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.

                  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 in respect of the Securities 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 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, 



                                      -70-
<PAGE>   79
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 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.




                                      -71-
<PAGE>   80
                  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;

                  (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 




                                      -72-
<PAGE>   81
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.

                  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, the Company 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 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 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:




                                      -73-
<PAGE>   82
                           (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;

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 nor the Trustee nor any agent of either
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.




                                      -74-
<PAGE>   83
                  (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. The Company 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
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 



                                      -75-
<PAGE>   84
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 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 or any Affiliate or any
Subsidiary thereof 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;




                                      -76-
<PAGE>   85
                  (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;

                  (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 



                                      -77-
<PAGE>   86
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 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.




                                      -78-
<PAGE>   87
                  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 of the same series, having the same form, terms 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;


                                      -79-
<PAGE>   88
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 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


                                      -80-
<PAGE>   89
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 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,


                                      -81-
<PAGE>   90
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.

                  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


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<PAGE>   91
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 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


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<PAGE>   92
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 the Company, 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) the Company's Common Stock, $.01
par value (the "Common Stock"), (ii) the Company's Preferred Stock, $.10 par
value (the "Preferred Stock"), and (iii) any other equity securities of the
Company.

                  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 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 the Company or the Trustee) be duly endorsed by or accompanied by
instruments of transfer in forms satisfactory to 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 the Company may prescribe, the Company 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


                                      -84-
<PAGE>   93
(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 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 the
Company 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
account of any interest accrued on the Securities surrendered for conversion or
exchange, or on account of any dividends on the Equity Securities of the Company
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 the Company 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 the
Company upon the conversion or exchange of such Security or Securities, or
specified portions thereof, 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


                                      -85-
<PAGE>   94
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 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 the
Company 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, 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, 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. The

                                      -86-
<PAGE>   95
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 give
notice to Holders of Bearer Securities as provided in Section 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) the Company 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

                           (b) the Company 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 the Company; or

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

then 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 give notice to Holders 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 the Company with the Trustee.

                  Section 14.6. Reservation of Equity Securities . The Company
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

                                      -87-
<PAGE>   96
Securities, the full number of Equity Securities of the Company 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 . The Company will pay any and all taxes that may be payable in respect
of the issue or delivery of its Equity Securities on conversion or exchange of
Securities pursuant hereto. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of 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 the Company the amount of any such tax, or has established, to the
satisfaction of 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 the Company
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 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 the Company, 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 the Company to issue,
transfer or deliver any of its 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 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 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



                                      -88-
<PAGE>   97
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

                           SUBORDINATION OF SECURITIES

                  Section 15.1. Securities Subordinate to Senior Debt . The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article (subject to the provisions of Article 4),
the payment of the principal of (and premium, if any) and interest on the
Securities and any other obligations in respect of the Securities (including any
obligation to repurchase Securities) are hereby expressly made subordinate and
subject in right of payment to the prior payment in full of all Senior Debt of
the Company.

                  Section 15.2. Payment Over of Proceeds Upon Dissolution, Etc.
In the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, herein
sometimes referred to as a "Company Proceeding") the holders of all Senior Debt
of the Company shall first be entitled to receive payment in full of all amounts
due or to become due on or in respect of all such Senior Debt, or provision
shall be made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of such Senior Debt, before the Holders of
the Securities are entitled to receive any payment or distribution of any kind
or character from the Company, whether in cash, property or securities
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company subordinated to the
payment of the Securities on account of principal of (or premium, if any) or
interest on or other obligations in respect of the Securities or on account of
any purchase or other acquisition of Securities by the Company or any Subsidiary
of the Company (all such payments, distributions, purchases and acquisitions
herein referred to, individually and collectively, as a "Company Securities
Payment"), and to that end the holders of Senior Debt of the Company shall be
entitled to receive, for application to the payment thereof, any Company
Securities Payment which may be payable or deliverable in respect of the
Securities in any such Company Proceeding.


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<PAGE>   98
                  In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
Securities Payment before all Senior Debt the Company is paid in full or payment
thereof provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of such Senior Debt, then and in such event such
Securities Payment shall be paid over or delivered forthwith to the holders of
Senior Debt for application to the payment of such Senior Debt remaining unpaid,
to the extent necessary to pay such Senior Debt in full, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Debt.

                  The consolidation of the Company with, or the merger of the
Company with another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article 7 shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or with
which the Company merges or the Person which acquires by conveyance or transfer
such properties and assets as an entirety, as the case may be, shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article 7.

                  Section 15.3. No Payment When Senior Debt in Default . In the
event that any Senior Payment Default (as defined below) shall have occurred and
be continuing, then no Company Securities Payment shall be made unless and until
such Senior Payment Default shall have been cured or waived or shall have ceased
to exist or all amounts then due and payable in respect of Senior Debt of the
Company shall have been paid in full, or provision shall have been made for such
payment in cash or otherwise in a manner satisfactory to the holders of such
Senior Debt. "Senior Payment Default" means (i) any default in the payment of
principal of (or premium, if any) or interest on any Senior Debt of the Company
and (ii) any event of default with respect to Senior Debt of the Company which
has resulted in such Senior Debt becoming or being declared due and payable
prior to the date on which it would otherwise have become due and payable.

                  In the event that any Senior Nonmonetary Default (as defined
below) shall have occurred and be continuing, then, upon the receipt by the
Company and the Trustee of written notice of such Senior Nonmonetary Default
from any holder of Senior Debt of the Company with a principal amount in excess
of $50,000,000, no Company Securities Payment shall be made during the period
(the "Payment Blockage Period") commencing on the date of such receipt of such
written notice and ending on the earlier of (i) the date on which such Senior
Nonmonetary Default shall have been cured or waived or shall have ceased to
exist and any acceleration of Senior Debt of the Company shall have been
rescinded or annulled or the Senior Debt of the Company to which such Senior


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<PAGE>   99
   
Nonmonetary Default relates shall have been discharged or (ii) the 179th day
after the date of such receipt of such written notice. No more than one Payment
Blockage Period may be commenced with respect to the Securities during any
consecutive 360-day period. For all purposes of this paragraph, no Senior
Nonmonetary Default that existed or was continuing on the date of commencement
of any Payment Blockage Period shall be, or can be, made the basis for the
commencement of a subsequent Payment Blockage Period whether or not within a
period of 360 consecutive days by holders of Senior Debt of the Company or their
representatives unless such Senior Nonmonetary Default shall have been cured for
a period of not less than 90 consecutive days. "Senior Nonmonetary Default"
means the occurrence or existence and continuance of any event of default, or of
any event which, after notice or lapse of time (or both), would become an event
of default, under the terms of any instrument pursuant to which any Senior Debt
of the Company is outstanding, permitting (after notice or lapse of time or
both) one or more holders of such Senior Debt (or a trustee or agent on behalf
of the holders thereof) to declare such Senior Debt due and payable prior to the
date on which it would otherwise become due and payable, other than a Senior
Payment Default.
    

                  In the event that, notwithstanding the foregoing, the Company
shall make any Company Securities Payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section, then and in such event
such Company Securities Payment shall be paid over and delivered forthwith to
the holders of the Senior Debt of the Company.

                  The provisions of this Section shall not apply to any Company
Securities Payment with respect to which Section 15.2 would be applicable.

   
                  Section 15.4. Certain Payments Permitted. Nothing contained
in this Article or elsewhere in this Indenture or in any of the Securities shall
prevent the Company, at any time except during the pendency of any Proceeding
referred to in Section 15.2 or under the conditions described in Section 15.3,
from making Company Securities Payments.
    

   
                  Section 15.5. Subrogation to Rights of Holders of Senior Debt.
Subject to the payment in full in cash of all amounts due or to become due on
or in respect of Senior Debt of the Company or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of
such Senior Debt, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Debt to receive payments and distributions
of cash, property and securities applicable to such Senior Debt until the
principal of (and premium, if any) and interest on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of the Company of any cash, property or securities to
which the Holders of the Securities or the Trustee would be entitled except
    

                                      -91-
<PAGE>   100
for the provisions of this Article, and no payments over pursuant to the
provisions of this Article to the holders of Senior Debt of the Company by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt of the Company.

                  Section 15.6. Provisions Solely to Define Relative Rights .
The provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Debt and the Holders of
the Securities the obligation of the Company which is absolute and unconditional
(and which, subject to the rights under this Article of the holders of Senior
Debt, is intended to rank equally with all other general obligations of the
Company), to pay to the Holders of the Securities the principal of (and premium,
if any) and interest on the Securities as and when the same shall become due and
payable in accordance with their terms; or (b) affect the relative rights
against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Debt; or (c) prevent the Trustee or the
Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such Holder.

                  Section 15.7. Trustee to Effectuate Subordination . Each
Holder of a Security by his acceptance thereof authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and appoints the Trustee
his attorney-in-fact for any and all such purposes.

                  Section 15.8. No Waiver of Subordination Provisions . No right
of any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Debt, do any one or more of the following: (i) change the manner,

                                      -92-
<PAGE>   101
place or terms of payment or extend the time of payment of, or renew or alter or
increase, Senior Debt, or otherwise amend or supplement in any manner Senior
Debt or any instrument evidencing the same or any agreement under which Senior
Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; (iii) release any
Person liable in any manner for the collection of Senior Debt; and (iv) exercise
or refrain from exercising any rights against the Company and any other Person.

                  Section 15.9. Notice to Trustee . The Company shall give
prompt written notice to the Trustee of any fact known to the Company which
would prohibit the making of any payment to or by the Trustee in respect of the
Securities. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee in respect of the Securities, unless and until the Trustee shall
have received written notice thereof from the Company or a holder of Senior Debt
or from any trustee therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.1, shall be entitled
in all respects to assume that no such facts exist, provided that nothing in
this Section 15.9 shall impair the subordination provisions of this Article
Fifteen.

                  Subject to the provisions of Section 6.1, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee, representative
or agent therefor) to establish that such notice has been given by a holder of
Senior Debt (or a trustee, representative or agent therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Debt held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                  Section 15.10. Reliance on Judicial Order or Certificate of
Liquidating Agent . Upon any payment or distribution of assets or securities of
the Company referred to in this Article, the Trustee, subject to the provisions
of Section 6.1, and the Holders of the Securities shall be entitled to rely upon
any order or decree entered by any court of competent jurisdiction in which such
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities, for the purpose of ascertaining the Persons entitled


                                      -93-
<PAGE>   102
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

                  Section 15.11. Trustee Not Fiduciary for Holders of Senior
Debt . The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or securities to which any holders
of Senior Debt shall be entitled by virtue of this Article or otherwise.

                  Section 15.12. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights . The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at any time be held by it, to the same extent as any other
holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.7.

                  Section 15.13. Article Applicable to Paying Agents . In case
at any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article shall in such case (unless the context otherwise requires) be construed
as extending to and including such Paying Agent within its meaning as fully for
all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Section 15.12
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.

                  Section 15.14. Defeasance of this Article 15 . The
subordination of the Securities provided by this Article 15 is expressly made
subject to the provisions for defeasance or covenant defeasance in Article 4
and, anything herein to the contrary notwithstanding, upon the effectiveness of
any such defeasance or covenant defeasance, the Securities then Outstanding
relating thereto shall thereupon cease to be subordinated pursuant to this
Article 15.

                                   ARTICLE 16

                 JURISDICTION AND CONSENT TO SERVICE OF PROCESS

                  Section 16.1. Jurisdiction and Consent to Service of Process .
(a) The Company 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


                                      -94-
<PAGE>   103
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, this Indenture, or for recognition or enforcement of any judgment,
and the Company 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. The
Company 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, this Indenture against the Company or its
properties in the courts of any jurisdiction.

                  (b) The Company 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, this Indenture in any
New York State or Federal court. The Company 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) The Company 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.




                                      -95-
<PAGE>   104
                  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 INDUSTRIES, INC.

                                             By: ____________________________
                                             Name:
                                             Title:

Attest:
_______________________________
Name:
Title:

                                             FIRST TRUST NATIONAL
                                             ASSOCIATION

                                             By: ___________________________
                                             Name:
                                             Title:

Attest:
_______________________________
Name:
Title:



                                      -96-