<PAGE>   1
                                                                     Exhibit 4.4




                            PHELPS DODGE CORPORATION

                                       to

                        THE CHASE MANHATTAN BANK, Trustee




                                    INDENTURE




                         Dated as of September 22, 1997




                            Providing for Issuance of
                            Debt Securities in Series
<PAGE>   2
Reconciliation and tie between Indenture, dated as of September 22, 1997, 
and the Trust Indenture Act of 1939, as amended.


<TABLE>
<CAPTION>
Trust Indenture Act                                                            Indenture
of 1939 Section                                                                Section
---------------                                                                -------
<S>            <C>                                                        <C>
  310(a)(1)                                                                    6.12
              (a)(2)..................................................         6.12
              (a)(3)..................................................         TIA
              (a)(4)..................................................         Not applicable
              (a)(5)..................................................         TIA
              (b) ....................................................         6.10; 6.12(b);
                                                                               TIA
  311(a)                                                                  TIA
              (b) ....................................................         TIA

  312(a)                                                                  6.8
              (b) ....................................................         TIA
              (c) ....................................................         TIA

  313(a)                                                                  6.7; TIA
              (b) ....................................................         TIA
              (c) ....................................................         TIA
              (d) ....................................................         TIA

  314(a)                                                                  9.6; 9.7; 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) ....................................................         6.6
              (c) ....................................................         6.1
              (d)(1)..................................................         TIA
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
<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)                                                                  1.11
              (b) ....................................................         TIA
              (c) ....................................................         1.11; TIA
</TABLE>

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

                                       2
<PAGE>   4
                                TABLE OF CONTENTS


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

                      1.1          Definitions......................................................    1
                      1.2          Compliance Certificates and
                                     Opinions.......................................................   14
                      1.3          Form of Documents Delivered
                                     to Trustee.....................................................   15
                      1.4          Acts of Holders .................................................   16
                      1.5          Notices, etc., to Trustee
                                     and Company ...................................................   18
                      1.6          Notice to Holders; Waiver .......................................   19
                      1.7          Headings and Table of Contents...................................   20
                      1.8          Successor and Assigns ...........................................   20
                      1.9          Separability ....................................................   21
                      1.10         Benefits of Indenture ...........................................   21
                      1.11         Governing Law ...................................................   21
                      1.12         Legal Holidays ..................................................   21

ARTICLE 2 SECURITY FORMS............................................................................   22

                      2.1          Forms Generally .................................................   22
                      2.2          Form of Trustee's Certificate
                                     of Authentication..............................................   23
                      2.3          Securities in Global Form .......................................   23
                      2.4          Form of Legend for Securities
                                     in Global Form ................................................   24

ARTICLE 3 THE SECURITIES............................................................................   25

                      3.1          Amount Unlimited; Issuable
                                     in Series......................................................   25
                      3.2          Denominations....................................................   30
                      3.3          Execution, Authentication,
                                     Delivery and Dating............................................   30
</TABLE>




                                       i
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                      3.4          Temporary Securities.............................................   35
                      3.5          Registration, Transfer
                                     and Exchange...................................................   36
                      3.6          Replacement Securities...........................................   42
                      3.7          Payment of Interest; Interest
                                     Rights Preserved ..............................................   44
                      3.8          Persons Deemed Owners ...........................................   47
                      3.9          Cancellation.....................................................   48
                      3.10         Computation of Interest..........................................   48
                      3.11         CUSIP Numbers....................................................   48
                      3.12         Currency and Manner of Payment
                                     in Respect of Securities.......................................   48
                      3.13         Appointment and Resignation of
                                     Exchange Rate Agent............................................   55

ARTICLE 4 SATISFACTION, DISCHARGE
                        AND DEFEASANCE .............................................................   56

                      4.1          Termination of Company's
                                     Obligations Under the
                                     Indenture .....................................................   56
                      4.2          Application of Trust Funds.......................................   58
                      4.3          Applicability of Defeasance
                                     Provisions; Company's Option to
                                     Effect Defeasance or Covenant
                                     Defeasance.....................................................   59
                      4.4          Defeasance and Discharge.........................................   59
                      4.5          Covenant Defeasance..............................................   60
                      4.6          Conditions to Defeasance or
                                     Covenant Defeasance............................................   61
                      4.7          Deposited Money and Government
                                     Obligations to Be Held in Trust................................   63
                      4.8          Repayment to Company ............................................   65
                      4.9          Indemnity for Government
                                     Obligations ...................................................   65

ARTICLE 5 DEFAULTS AND REMEDIES.....................................................................   65

                      5.1          Events of Default................................................   65
</TABLE>




                                       ii
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                      5.2          Acceleration; Rescission and
                                     Annulment .....................................................   68
                      5.3          Collection of Indebtedness
                                     and Suits for Enforcement
                                     by Trustee ....................................................   68
                      5.4          Trustee May File Proofs
                                     of Claim.......................................................   69
                      5.5          Trustee May Enforce Claims
                                     Without Possession of Securities...............................   69
                      5.6          Delay or Omission Not Waiver ....................................   70
                      5.7          Waiver of Past Defaults..........................................   70
                      5.8          Control by Majority..............................................   70
                      5.9          Limitation on Suits by
                                     Holders........................................................   71
                      5.10         Rights of Holders to Receive
                                     Payment........................................................   72
                      5.11         Application of Money Collected ..................................   72
                      5.12         Restoration of Rights and
                                     Remedies ......................................................   73
                      5.13         Rights and Remedies Cumulative ..................................   73

ARTICLE 6 THE TRUSTEE...............................................................................   74

                      6.1          Certain Duties and Responsibilities
                                     of the Trustee.................................................   74
                      6.2          Rights of Trustee ...............................................   74
                      6.3          Trustee May Hold Securities......................................   75
                      6.4          Money Held in Trust .............................................   75
                      6.5          Trustee's Disclaimer.............................................   76
                      6.6          Notice of Defaults...............................................   76
                      6.7          Reports by Trustee to Holders....................................   76
                      6.8          Securityholder Lists.............................................   76
                      6.9          Compensation and Indemnity.......................................   77
                      6.10         Replacement of Trustee...........................................   78
                      6.11         Acceptance of Appointment
                                     by Successor ..................................................   81
                      6.12         Eligibility; Disqualification....................................   83
                      6.13         Merger, Conversion, Consolidation
                                     or Succession to Business .....................................   83
</TABLE>




                                      iii
<PAGE>   7
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
                      6.14         Appointment of Authenticating
                                     Agent..........................................................   84

ARTICLE 7 CONSOLIDATION, MERGER OR SALE BY THE
                        COMPANY ....................................................................   86

                      7.1          Consolidation, Merger or Sale
                                     of Assets Permitted ...........................................   86

ARTICLE 8 SUPPLEMENTAL INDENTURES ..................................................................   87

                      8.1          Supplemental Indentures Without
                                     Consent of Holders ............................................   87
                      8.2          Supplemental Indentures With
                                     Consent of Holders ............................................   89
                      8.3          Compliance with Trust Indenture Act..............................   91
                      8.4          Execution of Supplemental
                                     Indentures.....................................................   91
                      8.5          Effect of Supplemental
                                     Indentures ....................................................   91
                      8.6          Reference in Securities to
                                     Supplemental Indentures .......................................   91

ARTICLE 9 COVENANTS ................................................................................   92

                      9.1          Payment of Principal, Premium,
                                     if Any, and Interest ..........................................   92
                      9.2          Maintenance of Office or Agency .................................   92
                      9.3          Money for Securities Payments
                                     to Be Held in Trust; Unclaimed
                                     Money .........................................................   94
                      9.4          Corporate Existence .............................................   96
                      9.5          Insurance .......................................................   96
                      9.6          Reports by the Company...........................................   97
                      9.7          Annual Review Certificate........................................   98
                      9.8          Books of Record and Account......................................   98
                      9.9          Limitation on Liens..............................................   98
                      9.10         Limitation on Sale and Lease-Back................................  102
</TABLE>




                                       iv
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
ARTICLE 10 REDEMPTION ..............................................................................  104

                      10.1         Applicability of Article ........................................  104
                      10.2         Election to Redeem; Notice
                                     to Trustee ....................................................  104
                      10.3         Selection of Securities to
                                     Be Redeemed ...................................................  104
                      10.4         Notice of Redemption ............................................  105
                      10.5         Deposit of Redemption Price......................................  107
                      10.6         Securities Payable on Redemption
                                     Date ..........................................................  107
                      10.7         Securities Redeemed in Part .....................................  109

ARTICLE 11 SINKING FUNDS ...........................................................................  109

                      11.1         Applicability of Article ........................................  109
                      11.2         Satisfaction of Sinking
                                     Fund Payments with
                                     Securities ....................................................  110
                      11.3         Redemption of Securities for
                                     Sinking Fund ..................................................  110
</TABLE>




                                       v
<PAGE>   9
                  INDENTURE, dated as of September 22, 1997, from PHELPS DODGE
CORPORATION, a New York corporation (the "Company"), to The Chase Manhattan
Bank, Trustee, a national banking association (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 unsecured
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:


                                    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
<PAGE>   10
         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; and

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

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

                  "Agent" means any Paying Agent or Registrar.

                  "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.

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




                                       2
<PAGE>   11
                  "Board" or "Board of Directors" means the Board of Directors
of the Company, the Executive Committee or any other 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 institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this 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 party named as the Company in the first
paragraph of this Indenture until a successor corporation 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 financial
officer, the Treasurer, the Assistant Treasurer, the Controller or a
Vice-President of the Company.




                                       3
<PAGE>   12
                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the issuer of such currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities or (iii) any currency unit other than the ECU
for the purposes for which it was established.

                  "Corporate Trust Office" means the office of the Trustee in
New York, New York at which at any particular time its corporate trust business
shall be principally administered, which office at the date hereof is located at
One New York Plaza, New York, N.Y. 10081.

                  "currency unit" for all purposes of this Indenture shall
include any composite currency.

                  "Debt" means indebtedness for money borrowed.

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

                  "Depositary", when used with respect to the Securities of or
within any series issuable or issued in whole or in part in global form, means
the Person designated as Depositary by the Company pursuant to Section 3.1 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 as at the
time of payment is legal tender for the payment of public and private debts.




                                       4
<PAGE>   13
                  "ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

                  "European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy Community.

                  "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 Agent", when used with respect to Securities of
or within any series, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank designated
pursuant to Section 3.1 or Section 3.13.

                  "Exchange Rate Officer's Certificate" means a certificate
setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts 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), payable with respect to a Security of any series on
the basis of such Market Exchange Rate or the applicable bid quotation, signed
by the chief financial officer, the Treasurer, the Controller, any Vice
President or the Assistant Treasurer of the Company.

                  "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 which are (i) direct
obligations of the United States or, if specified as contemplated by Section
3.1, the government which issued the currency in which the Securities of a




                                       5
<PAGE>   14
particular series are payable, for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States or, if specified
as contemplated by Section 3.1, such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depository
receipt.

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

                  "Indenture" means this Indenture as originally executed or as
amended or supplemented from time to time and shall include the forms and terms
of particular series of Securities established as contemplated hereunder.

                  "Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity 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.




                                       6
<PAGE>   15
                  "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 any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 3.1
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City, London or any other principal market
for Dollars or such purchased Foreign Currency, in each case determined by the
Exchange Rate Agent. 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), (ii) and (iii), the
Exchange Rate Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, London or other principal market for such currency or currency unit in
question (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect




                                       7
<PAGE>   16
of such currency or currency unit shall be that upon which a nonresident issuer
of securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

                  "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, any
Vice-President, the chief financial officer, the Treasurer, the Assistant
Treasurer, the Controller, 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 President, the chief financial officer, the
Treasurer, the Assistant Treasurer, the Controller or a Vice-President 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:




                                       8
<PAGE>   17
                  (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 or Government Obligations (as provided for in Section
         4.6) in the necessary amount has been theretofore deposited with the
         Trustee or any Paying Agent (other than the Company) in trust or set
         aside and segregated in trust by the Company (if the Company shall act
         as its own Paying Agent) for the Holders of such Securities and any
         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 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




                                       9
<PAGE>   18
or calculation and that shall be deemed to be Outstanding for such purpose shall
be equal to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.2, (x)
the principal amount of any Security denominated in a Foreign Currency that may
be counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar equivalent, determined
as of the date such Security is originally issued by the Company as set forth in
an Exchange Rate Officer's Certificate delivered to the Trustee, 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 (i) 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, or interest on any Securities on behalf
of the Company.




                                       10
<PAGE>   19
                  "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 for determining the
rate or rates of interest thereon, if any, the Maturity thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company upon the issuance of such Securities.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, 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, and interest 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.

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

                  "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.




                                       11
<PAGE>   20
                  "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, any second vice president, the assistant
secretary, the assistant treasurer, any senior trust officer, any trust officer,
or any officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with a particular subject.

                  "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.

                  "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 a 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 capital stock having ordinary voting power for the election of
directors or other governing body of such Person is owned by such Person
directly or through one or more Subsidiaries of such Person.




                                       12
<PAGE>   21
                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in effect on the date of this Indenture, except as provided in Section 8.3.

                  "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 and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.

                  "U.S. Person" means, unless otherwise specified with respect
to the Securities of any series as contemplated by Section 3.1, a citizen,
national 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.

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

                  (b) The following terms shall have the meanings specified in
the Sections referred to opposite such term below:




                                       13
<PAGE>   22
<TABLE>
<CAPTION>
                  Term                               Section
                  ----                               -------
<S>                                                  <C>
         "Act"                                         1.4(a)
         "Attributable Debt"                           9.9(c)
         "Bankruptcy Law"                              5.1
         "Component Currency"                          3.12(h)
         "Conversion Date"                             3.12(d)
         "Custodian"                                   5.1
         "Defaulted Interest"                          3.7(b)
         "Election Date"                               3.12(h)
         "Event of Default"                            5.1
         "Principal Property"                          9.9(c)
         "Register"                                    3.5
         "Registrar"                                   3.5
         "Restricted Subsidiary"                       9.9(c)
         "Sale and Lease-Back
           Transaction"                                9.10
         "Valuation Date"                              3.12(c)
</TABLE>

                  Section 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Sections 2.3 and 9.7) shall include:




                                       14
<PAGE>   23
                  (1) a statement that each individual signing such certificate
         or opinion has read such condition or covenant and the definitions
         herein relating thereto;

                  (2) 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;

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

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

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

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




                                       15
<PAGE>   24
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
as to such matters are erroneous.

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

                  Section 1.4. 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 by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his




                                       16
<PAGE>   25
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of 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 depository, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (i) another such certificate or affidavit
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person, (iii)
such Bearer Security is surrendered in exchange for a Registered Security or
(iv) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

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

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in




                                       17
<PAGE>   26
reliance thereon, whether or not notation of such action is made upon such
Security.

                  (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. 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.

                  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,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Trustee at its Corporate Trust Office, Attention:
         Corporate Trust Administration, or




                                       18
<PAGE>   27
                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at Phelps Dodge Corporation,
         2600 N. Central Avenue, Phoenix, Arizona 85004-3014, Attention: General
         Counsel or at any other address 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 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 once 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.

                  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. In any case where notice
is given to Holders by publication, neither the failure to publish such notice,
nor any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been




                                       19
<PAGE>   28
received by such Holder, whether or not such Holder actually receives such
notice.

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

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

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

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




                                       20
<PAGE>   29
                  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 and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                  Section 1.11. Governing Law. THIS INDENTURE, THE SECURITIES
AND ANY 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.

                  Section 1.12. 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 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.




                                       21
<PAGE>   30
                                    ARTICLE 2

                                 Security Forms

                  Section 2.1. Forms Generally. The Securities of each series
and the 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 securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
and coupons, if any, as evidenced by their execution of the Securities and
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 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 coupons, if any, shall be certified by the Corporate Secretary or
an Assistant Secretary of the Company and 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 coupons, if any, shall be
printed, lithographed or engraved on steel engraved borders or may be produced
in any other manner, all as determined by the officers executing such Securities
and




                                       22
<PAGE>   31
coupons, if any, as evidenced by their execution of such Securities and coupons,
if any.

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

                  This is one of the Securities of the series described in the
within-mentioned Indenture.

                                   THE CHASE MANHATTAN BANK
                                     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 Out standing Securities represented thereby
may from time to time be reduced to reflect exchanges. 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
and, if applicable, Section 3.4, 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 Opinion of Counsel.




                                       23
<PAGE>   32
                  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
and need not be accompanied by 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 Security in permanent global form shall be
made to the Person or Persons specified therein.

                  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:

                  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.




                                       24
<PAGE>   33
                                    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 10.7);

                  (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 of
         determination thereof;

                  (4) the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method of calculating such rate or
         rates of interest, the date or dates from which such interest shall
         accrue or the method by which such date or dates shall be determined,




                                       25
<PAGE>   34
         the Interest Payment Dates on which any such interest shall be payable
         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;

                  (5) the place or places where the principal of, premium, if
         any, and interest, if any, on Securities of the series shall be
         payable;

                  (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 10.3, 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, 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 the
         denomination of $5,000, if Bearer Securities, the denominations in
         which Securities of the series shall be issuable;

                  (9) if other than Dollars, the currency or currencies
         (including currency unit or units) in which the principal of, premium,
         if any, and interest, if




                                       26
<PAGE>   35
         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 composite currency, 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 accordance with, in addition to, or 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;

                  (12) if other than the 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




                                       27
<PAGE>   36
         of the series shall be payable and the manner in which, or the Person
         to whom, any interest on any Bearer Securities of the series shall be
         payable;

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

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

                  (16) under what circumstances, if any, the Company will pay
         additional amounts on the Securities of that series held by a Person
         who is not a U.S. Person in respect of taxes 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 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 coupons, if any, of the
         series;




                                       28
<PAGE>   37
                  (20) the applicability, if any, to the Securities 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
         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) the designation of the initial Exchange Rate Agent, if
         any;

                  (23) 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 and 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;

                  (24) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture) including any terms
         which may be required by or advisable under United States laws or
         regulations or advisable in connection with the marketing of Securities
         of the series; and

                  (25) the designation of the initial Depositary.

                  (c) All Securities of any one series and coupons, if any,
appertaining to any Bearer Securities of such series shall be substantially
identical except, in the case of Registered Securities, as to denomination and
except as may




                                       29
<PAGE>   38
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.

                  (d) 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 certified by the Corporate Secretary or an Assistant
Secretary of the Company and 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, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.

                  Section 3.3. Execution, Authentication, Delivery and Dating.
Securities shall be executed on behalf of the Company by two Officers. The
Company's seal shall be reproduced on the Securities. The signatures of any of
these officers on the Securities may be manual or facsimile. The coupons, if
any, of Bearer Securities shall bear the facsimile signature of two Officers.

                  Securities and coupons bearing the manual or facsimile
signatures of individuals who were at any time the




                                       30
<PAGE>   39
proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

                  At any time and from time to time, the Company may deliver
Securities, together with any 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 the Company Order shall authenticate and deliver such
Securities; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with such other procedures (including, without
limitation, the receipt by the Trustee of oral or electronic instructions from
the Company or its duly authorized agents, promptly confirmed in writing)
acceptable to the Trustee as may be specified by or pursuant to a Company Order
delivered to the Trustee prior to the time of the first authentication of
Securities of such series.

                  If the form or terms of the Securities of a series have been
established by or pursuant to one or more Board Resolutions 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, an
Opinion of Counsel stating,

                  (1) if the forms of such Securities and any 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;




                                       31
<PAGE>   40
                  (2) if the terms of such Securities and any coupons have been
         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; and

                  (3) that such Securities together with any coupons
         appertaining thereto, when authenticated and delivered by the Trustee
         and issued by the Company 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 in accordance with
         their terms, subject to 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 and except further as
         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.

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
written opinion of counsel to the Trustee (which counsel may be an employee of
the Trustee), the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.




                                       32
<PAGE>   41
Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

                  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 principal amount of the
Outstanding Securities of such series to be represented by such Security or
Securities in global form, (ii) shall be




                                       33
<PAGE>   42
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. The Trustee shall have no responsibility to determine if the
Depositary is so registered. Each Depositary shall enter into an agreement with
the Trustee 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
as contemplated by Section 3.1.

                  No Security or coupon appertaining thereto shall be entitled
to any benefits under this Indenture or be valid or obligatory for any purpose
until authenticated by the manual signature of one of the authorized signatories
of the Trustee or an Authenticating Agent and no coupon shall be valid until the
Security to which it appertains has been so authenticated. 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 coupons for interest then matured have been detached and
cancelled.




                                       34
<PAGE>   43
                  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 and need not be accompanied by 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 coupons, of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and 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,


                                       35
<PAGE>   44
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any unmatured 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 the Trustee shall have received from the person entitled to
receive the definitive Bearer Security a certificate substantially in the form
approved in the Board Resolutions relating thereto and such delivery shall occur
only 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 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


                                       36
<PAGE>   45
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 containing
identical terms and provisions.

                  Bearer Securities (except for any temporary global Bearer
Securities) or any coupons appertaining thereto (except for 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 and of
a like aggregate principal amount 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 and of like tenor
and aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such


                                       37
<PAGE>   46
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 coupon or coupons, or the surrender of such missing
coupon or 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 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 coupons shall be payable only
upon presentation and surrender of those 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 coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such 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 coupon, when due in accordance with the provisions of this
Indenture.

                  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


                                       38
<PAGE>   47
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 within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 3.1(b)(23) 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.

                  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


                                       39
<PAGE>   48
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. The


                                       40
<PAGE>   49
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.

                  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 or 10.7 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


                                       41
<PAGE>   50
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.

                  Section 3.6. Replacement Securities. If a mutilated Security
or a Security with a mutilated 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 coupons corresponding to the
coupons appertaining to the surrendered Security, if such surrendered Security
was a Bearer Security, of the same series and date of maturity, if the Trustee's
requirements are met.

                  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 Security with a destroyed, lost or stolen 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 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 coupon appertains (with all appurtenant
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 coupons corresponding to the coupons appertaining to the
destroyed, lost or stolen Bearer Security or the Bearer Security to which such
lost, destroyed or stolen


                                       42
<PAGE>   51
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 with coupons
corresponding to the coupons, if any, appertaining to the destroyed, lost or
stolen Security.

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

                  Every new Security of any series with its 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
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupon, if any, or the destroyed, lost or stolen 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
securities and their coupons, if any, duly issued hereunder.


                                       43
<PAGE>   52
                  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
coupons.

                  Section 3.7. Payment of Interest; Interest Rights Preserved.
(a) Unless otherwise provided as contemplated by Section 3.1, interest, if any,
on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency maintained for such purpose pursuant to 9.2; provided, however, that at
the option of the Company, interest on any series of Registered Securities that
bear 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 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 a coupon attached thereto only upon presentation and surrender of
such coupon and, as to other installments of interest,


                                       44
<PAGE>   53
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 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 Registered Securities of any series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holders
on the relevant Regular Record Date by virtue of their having been such Holders,
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) 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 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


                                       45
<PAGE>   54
         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 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) 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), 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.


                                       46
<PAGE>   55
                  Section 3.8. Persons Deemed Owners. 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.

                  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 coupon
as the absolute owner of such Bearer Security or 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 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.

                  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.
Notwithstanding the foregoing, 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


                                       47
<PAGE>   56
Depositary (or its nominee) as Holder of such Security in global form.

                  Section 3.9. Cancellation. The Company at any time may deliver
Securities and coupons to the Trustee for cancellation. The Registrar and any
Paying Agent shall forward to the Trustee any Securities and coupons surrendered
to them for replacement, for registration of transfer, or for exchange or
payment. The Trustee shall cancel all Securities and coupons surrendered for
replacement, for registration of transfer, or for exchange, payment, redemption
or cancellation and shall dispose of cancelled Securities and coupons and, at
the request of the Company, shall issue a certificate of destruction to the
Company. The Company may not issue new Securities to replace Securities that it
has paid or delivered to the Trustee for cancellation.

                  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 such
case, the Trustee shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                  Section 3.12. Currency and Manner of Payment in Respect of
Securities. (a) Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below


                                       48
<PAGE>   57
or the Holders of which have not made the election provided for in paragraph (b)
below, and with respect to Bearer Securities of any series, except as provided
in paragraph (d) below, payment of the principal of, premium, if any, and
interest, if any, on any Registered or Bearer Security of such series will be
made in the currency or currencies or currency unit or units in which such
Registered Security or Bearer Security, as the case may be, is payable. The
provisions of this Section 3.12 may be modified or superseded pursuant to
Section 3.1 with respect to any Securities.

                  (b) It may be provided pursuant to Section 3.1, with respect
to Registered Securities of any series, that Holders shall have the option,
subject to paragraphs (d) and (e) below, to receive payments of principal of,
premium, if any, or interest, if any, on such Registered Securities in any of
the currencies or currency units which may be designated for such election by
delivering to the Trustee (or the applicable Paying Agent) a written election
with signature guarantees and in the applicable form established pursuant to
Section 3.1, not later than the close of business on the Election Date
immediately preceding the applicable payment date. If a Holder so elects to
receive such payments in any such currency or currency unit, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee (or any
applicable Paying Agent) for such series of Registered Securities (but any such
change must be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the payment to
be made on such payment date, and no such change of election may be made with
respect to payments to be made on any Registered Security of such series with
respect to which an Event of Default has occurred or with respect to which the
Company has deposited funds pursuant to Article 4 or with respect to which a
notice of redemption has been given by the Company). Any Holder of any such
Registered Security who shall not have delivered any such election to


                                       49
<PAGE>   58
the Trustee (or any applicable Paying Agent) not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant currency or currency unit as provided in
Section 3.12(a). The Trustee (or the applicable Paying Agent) shall notify the
Exchange Rate Agent as soon as practicable after the Election Date of the
aggregate principal amount of Registered Securities for which Holders have made
such written election.

                  (c) If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, then, unless otherwise specified pursuant to Section 3.1 with
respect to any such Registered Securities, not later than the fourth Business
Day after the Election Date for each payment date for such Registered
Securities, the Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies or currency unit or units in which
Registered Securities of such series are payable, the respective aggregate
amounts of principal of, premium, if any, and interest, if any, on such
Registered Securities to be paid on such payment date, and specifying the
amounts in such currency or currencies or currency unit or units so payable in
respect of such Registered Securities as to which the Holders of Registered
Securities denominated in any currency or currencies or currency unit or units
shall have elected to be paid in another currency or currency unit as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for with respect to any Registered Securities of a series pursuant
to Section 3.1, and if at least one Holder has made such election, then, unless
otherwise specified pursuant to Section 3.1, on the second Business Day
preceding such payment date the Company will deliver to the Trustee (or the
applicable Paying Agent) an Exchange Rate Officers' Certificate in respect of
the Dollar, Foreign Currency or Currencies, ECU or other currency unit payments
to be made on such payment date. Unless otherwise specified pursuant to Section
3.1, the Dollar, Foreign Currency or Currencies, ECU or other


                                       50
<PAGE>   59
currency unit amount receivable by Holders of Registered Securities who have
elected payment in a currency or currency unit as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the second Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

                  (d) If a Conversion Event occurs with respect to a Foreign
Currency, ECU or any other currency unit in which any of the Securities are
denominated or payable otherwise than pursuant to an election provided for
pursuant to paragraph (b) above, then, with respect to each date for the
payment of principal of, premium, if any, and interest, if any, on the
applicable Securities denominated or payable in such Foreign Currency, ECU or
such other currency unit occurring after the last date on which such Foreign
Currency, ECU or such other currency unit was used (the "Conversion Date"), the
Dollar shall be the currency of payment for use on each such payment date (but
such Foreign Currency, ECU or such other currency unit that was previously the
currency of payment shall, at the Company's election, resume being the currency
of payment on the first such payment date preceded by 15 Business Days during
which the circumstances which gave rise to the Dollar becoming such currency no
longer prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar
amount to be paid by the Company to the Trustee or any applicable Paying Agent
and by the Trustee or any applicable Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a Foreign Currency that is a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

                  (e) Unless otherwise specified pursuant to Section 3.1, if
the Holder of a Registered Security denominated


                                       51
<PAGE>   60
in any currency or currency unit shall have elected to be paid in another
currency or currency unit or in other currencies as provided in paragraph (b)
above, and (i) a Conversion Event occurs with respect to any such elected
currency or currency unit, such Holder shall receive payment in the currency or
currency unit in which payment would have been made in the absence of such
election and (ii) if a Conversion Event occurs with respect to the currency or
currency unit in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(d) of this Section 3.12 (but, subject to any contravening valid election
pursuant to paragraph (b) above, the elected payment currency or currency unit,
in the case of the circumstances described in clause (i) above, or the payment
currency or currency unit in the absence of such election, in the case of the
circumstances described in clause (ii) above, shall, at the Company's election,
resume being the currency or currency unit of payment with respect to Holders
who have so elected, but only with respect to payments on payment dates preceded
by 15 Business Days during which the circumstances which gave rise to such
currency or currency unit, in the case of the circumstances described in clause
(i) above, or the Dollar, in the case of the circumstances described in clause
(ii) above, as applicable, becoming the currency or currency unit of payment, no
longer prevail).

                  (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by the Exchange Rate Agent by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Conversion Date.

                  (g) The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by converting the
Specified Amount of each Component Currency (as each such term is defined in
paragraph (h) below) into Dollars at the Market Exchange


                                       52
<PAGE>   61
Rate for such Component Currency on the Valuation Date with respect to each
payment.

                  (h) For purposes of this Section 3.12 the following terms
shall have the following meanings:

                  A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit,
including, but not limited to, ECU.

                  "Election Date" shall mean the Regular Record Date for the
applicable series of Registered Securities as specified pursuant to Section 3.1
by which the written election referred to in Section 3.12(b) may be made.

                  A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof which such
Component Currency represented in the relevant currency unit, including, but not
limited to, ECU, on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by specified amounts of such
two or more currencies, the sum of which, at the Market Exchange Rate of such
two or more currencies on the date of such replacement, shall be equal to the
Specified Amount of such former Component Currency and such amounts shall
thereafter be


                                       53
<PAGE>   62
Specified Amounts and such currencies shall thereafter be Component Currencies.
If, after the Conversion Date of the relevant currency unit, including, but not
limited to, ECU, a Conversion Event (other than any event referred to above in
this definition of "Specified Amount") occurs with respect to any Component
Currency of such currency unit and is continuing on the applicable Valuation
Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Conversion Date of such
Component Currency.

                  All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee (and any applicable Paying Agent) and all
Holders of Securities denominated or payable in the relevant currency,
currencies or currency units. The Exchange Rate Agent shall promptly give
written notice to the Company and the Trustee of any such decision or
determination.

                  In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will promptly give written notice thereof to the Trustee (or any applicable
Paying Agent) and to the Exchange Rate Agent (and the Trustee (or such Paying
Agent) will promptly thereafter give notice in the manner provided in Section
1.6 to the affected Holders) specifying the Conversion Date. In the event the
Company so determines that a Conversion Event has occurred with respect to ECU
or any other currency unit in which Securities are denominated or payable, the
Company will promptly give written notice thereof to the Trustee (or any
applicable Paying Agent) and to the Exchange Rate Agent (and the Trustee (or
such Paying Agent)) will promptly thereafter


                                       54
<PAGE>   63
give notice in the manner provided in Section 1.6 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event the Company determines in good
faith that any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above has occurred, the Company will similarly
give written notice to the Trustee (or any applicable Paying Agent) and to the
Exchange Rate Agent.

                  The Trustee of the appropriate series of Securities shall be
fully justified and protected in relying and acting upon information received by
it from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

                  Section 3.13. Appointment and Resignation of Exchange Rate
Agent. (a) Unless otherwise specified pursuant to Section 3.1, if and so long as
the Securities of any series (i) are denominated in a currency other than
Dollars or (ii) may be payable in a currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 3.12 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies or currency unit or units into the applicable
payment currency or currency unit for the payment of principal, premium, if any,
and interest, if any, pursuant to Section 3.12.

                  (b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance


                                       55
<PAGE>   64
of appointment by the successor Exchange Rate Agent as evidenced by a written
instrument delivered to the Company and the Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Exchange Rate
Agent.

                  (c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agency for any cause, with respect to the Securities of one or
more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities of
one or more or all of such series and that, unless otherwise specified pursuant
to Section 3.1, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same currency or currencies or currency unit or units).


                                    ARTICLE 4

                     Satisfaction, Discharge and Defeasance

                  Section 4.1. Termination of Company's Obligations Under the
Indenture. (a) This Indenture shall upon a Company Request cease to be of
further effect with respect to Securities of or within any series and any
coupons appertaining thereto (except as to any surviving rights of registration
of transfer or exchange of such Securities and replacement of such Securities
which may have been lost, stolen or mutilated as herein expressly provided for)
and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when


                                       56
<PAGE>   65
                  (1)  either

                           (A) all such Securities previously authenticated and
                  delivered and all coupons appertaining thereto (other than (i)
                  such 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
                  coupons which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 3.6, (iii)
                  such coupons appertaining to Bearer Securities called for
                  redemption and maturing after the relevant Redemption Date,
                  surrender of which has been waived as provided in Section 10.6
                  and (iv) such Securities and coupons for whose payment money
                  has theretofore been deposited in trust or segregated and held
                  in trust by the Company and thereafter repaid to the Company
                  or discharged from such trust, as provided in Section 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 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) if redeemable at the option of the Company,
                           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,


                                       57
<PAGE>   66
         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 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 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 6.9, 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 and
the last paragraph of Section 9.3 shall survive.

                  Section 4.2. Application of Trust Funds. Subject to the
provisions of the last paragraph of Section 9.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in
accordance with the provisions of the Securities, the coupons 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


                                       58
<PAGE>   67
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 to the extent required by law.

                  Section 4.3. Applicability of Defeasance Provisions;
Company's Option to Effect Defeasance or Covenant Defeasance. If pursuant to
Section 3.1 provision is made for either or both of (i) defeasance of the
Securities of or within a series under Section 4.4 or (ii) covenant defeasance
of the Securities of or within a series under Section 4.5, then the provisions
of such Section or Sections, as the case may be, together with the provisions
of Sections 4.6 through 4.9 inclusive, with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities, shall be
applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have Section 4.4 (if
applicable) or Section 4.5 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.

                  Section 4.4. Defeasance and Discharge. Upon the Company's
exercise of the option specified in Section 4.3 applicable to this Section with
respect to the Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
4.6 are satisfied (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 coupons appertaining thereto
which shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to


                                       59
<PAGE>   68
have satisfied all its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, 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: (i) the rights of Holders of such Securities and any
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 coupons appertaining thereto when such payments are due; (ii)
the Company's obligations with respect to such Securities under Sections 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); (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (iv) this Article 4. Subject to compliance with this
Article 4, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 4.5 with respect
to such Securities and any 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. Upon the Company's exercise
of the option specified in Section 4.3 applicable to this Section with respect
to any Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1, 9.4, 9.5, 9.9 and 9.10 and, if specified
pursuant to Section 3.1, its obligations under any other covenant, with respect
to such Securities and any coupons appertaining thereto on and after the date
the conditions set forth in Section 4.6 are satisfied (here inafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the


                                       60
<PAGE>   69
consequences of any thereof) in connection with Sections 7.1, 9.4, 9.5, 9.9 and
9.10 or such other covenant, but shall continue to be deemed "Outstanding" for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to such Securities and any 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(3) or 5.1(7) or otherwise, as the case may
be, but, except as specified above, the remainder of this Indenture and such
Securities and any 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 Section 4.4 or Section
4.5 to any Securities of or within a series and any coupons appertaining
thereto:

                  (a) The Company shall have deposited or caused to be deposited
         irrevocably with the Trustee (or another trustee satisfying the
         requirements of Section 6.12 who shall agree to comply with, and shall
         be entitled to the benefits of, 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 payments referred to in clauses
         (x) and (y) of this Section 4.6(a), specifically pledged as security
         for, and dedicated solely to, the benefit of the Holders of such
         Securities and any coupons appertaining thereto, with instructions to
         the Trustee as to the application thereof, (A) money in an amount (in
         such currency, currencies or currency unit or units in which such


                                       61
<PAGE>   70
         Securities and any coupons appertaining thereto are then specified as
         payable at Maturity), or (B) if Securities of such series are not
         subject to repayment at the option of Holders, Government Obligations
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment referred to in clause (x) or (y) of
         this Section 4.6(a), 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
         certification thereof delivered to the Trustee, to pay and discharge,
         and which shall be applied by the Trustee to pay and discharge, (x) the
         principal of, premium, if any, and interest, if any, on such Securities
         and any coupons appertaining thereto on the Maturity of such principal
         or installment of principal or 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 such Securities and any coupons appertaining thereto.
         Before such a deposit the Company may make arrangements satisfactory to
         the Trustee for the redemption of Securities at a future date or dates
         in accordance with Article 10 which shall be given effect in applying
         the foregoing.

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

                  (c) In the case of an election under Section 4.4, the Company
         shall have delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel to the effect that (i) the Company has received
         from, or there


                                       62
<PAGE>   71
         has been published by, the Internal Revenue Service a ruling, or (ii)
         since the date of execution 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
         such Securities and any coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such defeasance and will be subject to Federal income tax on the same
         amount and in the same manner and at the same times, as would have been
         the case if such deposit, defeasance and discharge had not occurred.

             (d) 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 such Securities and any coupons appertaining thereto
         will not recognize income, gain or loss for Federal income tax purposes
         as a result of such covenant defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such covenant defeasance had not
         occurred.

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

                  (f) 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


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<PAGE>   72
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 coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and any 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 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 to the extent required by law.

                  Unless otherwise specified with respect to any Security
pursuant to Section 3.1, if, after a deposit referred to in Section 4.6(a) has
been made, (i) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 3.12(b) or the terms of
such Security to receive payment in a currency or currency unit other than that
in which the deposit pursuant to Section 4.6(a) has been made in respect of such
Security, or (ii) a Conversion Event occurs as contemplated in Section 3.12(d)
or 3.12(e) or by the terms of any Security in respect of which the deposit
pursuant to Section 4.6(a) has been made, the indebtedness represented by such
Security and any coupons appertaining thereto shall be deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of,
premium, if any, and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable Market Exchange Rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with


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<PAGE>   73
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

                  Section 4.8. Repayment to Company. 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.

                  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 on such
Government Obligations.


                                    ARTICLE 5

                              Defaults and Remedies

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

                  (1) the Company defaults in the payment of interest on any
         Security of that series or any 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;

                  (2) the Company defaults in the payment of the principal of or
         any premium on any Security of that series when the same becomes due
         and payable at its


                                       65
<PAGE>   74
         Maturity or on redemption or otherwise, or in the payment of a
         mandatory sinking fund payment when and as due by the terms of the
         Securities of that series;

                  (3) the Company fails to comply in any material respect with
         any of its agreements or covenants in, or any of the provisions of,
         this Indenture with respect to any Security of that series (other than
         an agreement, covenant or provision for which non-compliance is
         elsewhere in this Section specifically dealt with), and such
         non-compliance continues for a period of 60 days after there has been
         given, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% 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;

                  (4) the Company pursuant to or within the meaning of any
         Bankruptcy Law (A) commences a voluntary case, (B) consents to the
         entry of an order for relief against it in an involuntary case, (C)
         consents to the appointment of a Custodian of it or for all or
         substantially all of its property; or (D) makes a general assignment
         for the benefit of its creditors;

                  (5) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that (A) is for relief against the
         Company in an involuntary case, (B) appoints a Custodian of the Company
         or for all or substantially all of its property, or (C) orders the
         liquidation of the Company and the order or decree remains unstayed and
         in effect for 60 days; or

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


                                       66
<PAGE>   75
                  The term "Bankruptcy Law" means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.

                  Section 5.2. Acceleration; Rescission and Annulment. If an
Event of Default with respect to the Securities of any series at the time
Outstanding 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 to the Company (and, if given by the Holders, to 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.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgement or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of that series, by written notice
to the Trustee, may rescind and annul such declaration and its consequences if
all existing Defaults and Events of Default with respect to Securities of that
series, other than the non-payment 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.


                                       67
<PAGE>   76
                  Section 5.3. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

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

                  (2) 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 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 coupons, if any, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  If 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.

                  Section 5.4. Trustee May File Proofs of Claim. The Trustee may
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders of
Securities


                                       68
<PAGE>   77
allowed in any judicial proceedings relating to the Company, its creditors or
its property.

                  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.

                  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 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 a past Default or Event of Default with respect to
that series and its consequences except (i) a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on any Security of
such series or any coupon appertaining thereto or (ii) in respect of a covenant
or provision hereof which pursuant to Section 8.2 cannot be amended or modified
without the consent of the Holder of each Outstanding Security of such series
adversely 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 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,


                                       69
<PAGE>   78
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 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 and (iii) 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 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:

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

                  (2) 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;

                  (3) 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;

                  (4) 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


                                       70
<PAGE>   79
                  (5) during such 60 day period, the Holders of a majority in
         aggregate principal amount of the Out standing Securities of that
         series have not given to the Trustee a direction inconsistent with such
         written request.

                  No one or more Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other 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 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), and the right of any
Holder of a coupon to receive payment of interest due as provided in such
coupon, or, subject to Section 5.9, to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

                  Section 5.11. 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 the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First:  to the Trustee for amounts due under Section 6.9;


                                       71
<PAGE>   80
                  Second: to Holders of Securities and 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:  to the Company.

                  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 right or remedy
hereunder, or otherwise,


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<PAGE>   81
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


                                    ARTICLE 6

                                   The Trustee

                  Section 6.1. Certain Duties and Responsibilities of the
Trustee. (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

                  (b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise the rights and powers vested in it by
this Indenture, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                  Section 6.2. Rights of Trustee. Subject to the provisions of
the Trust Indenture Act:

                  (a) The Trustee may rely and shall be protected in acting or
         refraining from acting upon any document believed by it to be genuine
         and to have been signed or presented by the proper party or parties.
         The Trustee need not investigate any fact or matter stated in the
         document.

                  (b) Any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         (other than delivery of any Security, together with any coupons
         appertaining thereto, to the Trustee for authentication and delivery
         pursuant to Section 3.3, which shall be sufficiently evidenced as
         provided therein) and any resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution.


                                       73
<PAGE>   82
                  (c) Before the Trustee acts or refrains from acting, it may
         consult with counsel or require an Officers' Certificate. The Trustee
         shall not be liable for any action it takes or omits to take in good
         faith in reliance on a Board Resolution, the advice of counsel
         acceptable to the Trustee, a certificate of an Officer or Officers
         delivered pursuant to Section 1.2, an Officers' Certificate or an
         Opinion of Counsel.

                  (d) The Trustee may act through agents or attorneys and shall
         not be responsible for the misconduct or negligence of any agent or
         attorney appointed with due care.

                  (e) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it believes to be authorized or
         within its rights or powers.

                  (f) The Trustee shall not be required 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 its rights or
         powers, if it shall have reasonable grounds for believing that
         repayment of such funds or indemnity deemed satisfactory by the Trustee
         against such risk or liability is not reasonably assured to it.

                  Section 6.3. Trustee May Hold Securities. The Trustee, any
Paying Agent, any Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and coupons
and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may
otherwise deal with the Company, an Affiliate or Subsidiary with the same rights
it would have if it were not Trustee, Paying Agent, Registrar or such other
agent.

                  Section 6.4. Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law. The


                                       74
<PAGE>   83
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed upon in writing with the Company.

                  Section 6.5. Trustee's Disclaimer. The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities or any coupon. The Trustee shall not be accountable for the Company's
use of the proceeds from the Securities or for monies paid over to the Company
pursuant to the Indenture.

                  Section 6.6. Notice of Defaults. If a Default occurs and is
continuing with respect to the Securities of any series and if it is known to
the Trustee, the Trustee shall, within 90 days after the Default occurs,
transmit by mail, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act, notice of all Defaults known to it unless such Default
shall have been cured or waived; provided, however, that except in the case of a
Default in payment on the Securities of any series, the Trustee may withhold the
notice if and so long as a Responsible Officer in good faith determines that
withholding such notice is in the interests of Holders of Securities of that
series; and provided, further, that in the case of any Default of the character
specified in Section 5.1(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 60 days after the occurrence
thereof.

                  Section 6.7. Reports by Trustee to Holders. Within 60 days
after each May 15 of each year commencing with the first May 15 after the first
issuance of Securities pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of Securities as provided in Section 313(c) of the Trust
Indenture Act a brief report dated

                                       75
<PAGE>   84
as of such May 15 if required by and in compliance with Section 313(a) of the
Trust Indenture Act.

                  Section 6.8. Securityholder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of Holders of Securities of each series. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of
Holders of Securities of each such series. If there are Bearer Securities of any
series Outstanding, even if the Trustee is the Registrar, the Company shall
furnish to the Trustee such a list containing such information with respect to
Holders of such Bearer Securities only.

                  Section 6.9. Compensation and Indemnity. (a) The Company shall
pay to the Trustee from time to time reasonable compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it in connection
with the performance of its duties under this Indenture, except any such expense
as may be attributable to its negligence or bad faith. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents and
counsel.

                  (b) The Company shall indemnify the Trustee for, and hold it
harmless against, any loss or liability, damage, claim or reasonable expense
including taxes (other than taxes based upon or determined or measured by the
income of the Trustee) incurred by it arising out of or in connection with its
acceptance or administration of the trust or trusts

                                       76
<PAGE>   85
hereunder, including the reasonable 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. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent.

                  (c) The Company agrees to pay the fees and expenses of
Trustee's counsel in connection with the review, revision, preparation and
delivery of this Indenture on the date of the execution of this Indenture by
check or wire transfer payable to White & Case.

                  (d) The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through negligence or bad
faith.

                  (e) To secure the payment obligations of the Company pursuant
to this Section, the Trustee shall have a lien prior to the Securities of any
series on all money or property held or collected by the Trustee, except that
held in trust to pay principal, premium, if any, and interest on particular
Securities.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(5) or Section
5.1(6), the expenses (including the reasonable fees and expenses of its counsel)
and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

                  The provisions of this Section shall survive the resignation
or removal of the Trustee and the termination of this Indenture.

                                       77
<PAGE>   86
                  Section 6.10. Replacement of Trustee. (a) The resignation or
removal of the Trustee and the appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in Section 6.11.

                  (b) The Trustee may resign at any time with respect to the
Securities of any 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.

                  (c) The Holders of a majority in aggregate principal amount of
the Outstanding Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the Company's consent.

                  (d)  If at any time:

                  (1) the Trustee fails to comply with Section 310(b) of the
         Trust Indenture Act 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

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

                  (3)  the Trustee becomes incapable of acting, is
         adjudged a bankrupt or an insolvent or a receiver or

                                       78
<PAGE>   87
         public officer takes charge of the Trustee or its property or affairs
         for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee with respect to all Securities, or (ii) subject to Section
315(e) of the Trust Indenture Act, 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.

                  (e) If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, with respect to Securities of
one or more series, the Company, by or pursuant to Board Resolution, shall
promptly appoint a successor Trustee with respect to the Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such

                                       79
<PAGE>   88
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.

                  Section 6.11. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee, without further act, deed or
conveyance, shall become vested with all the rights, powers 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.

                  (b) 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 such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein such successor Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, such
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, (ii) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not

                                       80
<PAGE>   89
retiring shall continue to be vested in the retiring Trustee, and (iii) 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.

                  (c) 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 paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

                  (e) 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

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successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities 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. If the Company
fails to give such notice within thirty days after acceptance of appointment by
the successor Trustee, the successor Trustee shall cause such notice to be given
at the expense of the Company.

                  Section 6.12. Eligibility; Disqualification. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital
and surplus of at least $75,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

                  Section 6.13. 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

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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 6.14. 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, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposed as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument
shall be promptly furnished to the Company. 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, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $5,000,000 and subject to supervision or examination by Federal
or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid 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

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<PAGE>   92
combined capital and surplus as set forth in its most recent report of condition
so published. In case 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 further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent for any series of Securities may at
any time resign by giving written notice of resignation to the Trustee for such
series and to the Company. The Trustee for any series of Securities may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination 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 for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be

                                       84
<PAGE>   93
appointed unless eligible under the provisions of this Section.

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

                  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 or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

                  This is one of the Securities of the series described in the
within-mentioned Indenture.


                                       The Chase Manhattan Bank,
                                             as Trustee

                                             By                       ,
                                                ----------------------
                                                as Authenticating Agent


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


                                    ARTICLE 7

                  Consolidation, Merger or Sale by the Company

                  Section 7.1. Consolidation, Merger or Sale of Assets
Permitted. The Company shall not consolidate or merge with or into, or transfer
or lease all or substantially all of its assets to, any Person unless:

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<PAGE>   94
                  (1) the Person formed by or surviving any such consolidation
         or merger (if other than the Company), or to which such transfer or
         lease shall have been made, is a corporation organized and existing
         under the laws of the United States, any State thereof or the District
         of Columbia;

                  (2) the corporation formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         transfer or lease shall have been made, assumes by supplemental
         indenture all the obligations of the Company under the Securities and
         this Indenture; and

                  (3) immediately after giving effect to the transaction no
         Default or Event of Default exists.

                  The Company shall deliver to the Trustee prior to the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture and that all conditions precedent to the consummation
of the transaction under this Indenture have been met.

                  In the event of the assumption by a successor corporation as
provided in clause (2) above, such successor corporation shall succeed to and be
substituted for the Company hereunder and under the Securities and any coupons
appertaining thereto and all such obligations of the Company shall terminate.


                                    ARTICLE 8

                             Supplemental Indentures

                  Section 8.1. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the

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<PAGE>   95
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:

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

                  (2) 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

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

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

                  (5) to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination shall become
         effective only if it does not affect any Security Outstanding of any
         series created prior to the execution of such supplemental indenture
         that is entitled to the benefit of such provision; or

                  (6)  to secure the Securities; or

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

                                       87
<PAGE>   96
                  (8) 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

                  (9) if allowed without penalty under applicable laws and
         regulations, to permit payment in the United States (including any of
         the states 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 coupons,
         if any; or

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

             (11)  to cure any ambiguity or correct any mistake.

                  Section 8.2. Supplemental Indentures With Consent of Holders.
With the written consent of the Holders of a majority of the aggregate principal
amount of the Outstanding Securities adversely affected by such supplemental
indenture (with the Securities of each series voting as a class), the Company
and the Trustee may enter into an indenture or indentures supplemental hereto
to add any provisions to or to change or eliminate any provisions of this
Indenture or of any other indenture supplemental hereto or to modify the rights
of the Holders of such Securities; provided, however, that without the consent
of the Holder of each Outstanding Security affected thereby, an amendment under
this Section may not:

                                       88
<PAGE>   97
                  (1) 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 (including composite 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);

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

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

                  (4) make any change in Section 5.7 or this 8.2(a) 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.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture

                                       89
<PAGE>   98
which has expressly been included solely for the benefit of one or more
particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series.

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

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

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

                  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
coupon appertaining thereto shall be bound thereby.

                                       90
<PAGE>   99
                  Section 8.6. Reference in Securities to Supplemental
Indentures. Securities, including any 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
coupons of any series so modified as to conform, in the opinion of the Trustee
and 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 coupons of such series.


                                    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 coupons appertaining thereto and this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay the installment.

                  Section 9.2. Maintenance of Office or Agency. If Securities of
a series are issued as Registered Securities, the Company will maintain in each
Place of Payment for any 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

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<PAGE>   100
of that series and this Indenture may be served. 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 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, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or

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<PAGE>   101
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.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any 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 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, 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

                                       93
<PAGE>   102
notify the Trustee in writing of its action or failure so to act.

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

                  (1) 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;

                  (2) 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; and

                  (3) 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 same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of any principal, premium or
interest on any Security of any

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<PAGE>   103
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 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 at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, or cause to be mailed to such Holder, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                  Section 9.4. Corporate Existence. Subject to Article 7, the
Company will at all times do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence and its
rights and franchises; provided that nothing in this Section 9.4 shall prevent
the abandonment or termination of any right or franchise of the Company if, in
the opinion of the Company, such abandonment or termination is in the best
interests of the Company and not prejudicial in any material respect to the
Holders of the Securities.

                  Section 9.5. Insurance. The Company covenants and agrees that
it will maintain, and cause each of its Subsidiaries to maintain, insurance with
responsible and reputable insurance companies or associations in such amounts
and covering such risks as are consistent with sound business practice for
corporations engaged in the same or a similar business similarly situated. In
lieu of the foregoing or in combination therewith, in case of itself or

                                       95
<PAGE>   104
of any one or more of its Subsidiaries, the Company will maintain or cause to be
maintained a system or systems of self-insurance which will accord with the
financially sound and approved practices of companies owning or operating
properties of a similar character and maintaining such systems. The Trustee
shall not be required to see that such insurance is effected or maintained.

                  Section 9.6. Reports by the Company. The Company covenants:

                  (a) to file with the Trustee, within 30 days after the Company
         is required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; or,
         if the Company is not required to file information, documents or
         reports pursuant to either of such sections, then to file with the
         Trustee and the Commission, in accordance with rules and regulations
         prescribed from time to time by the Commission, such of the
         supplementary and periodic information, documents and reports which may
         be required pursuant to Section 13 of the Securities Exchange Act of
         1934, as amended, in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations;

                  (b) to file with the Trustee and the Commission, in accordance
         with the rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         provided for in this Indenture, as may be required from time to time by
         such rules and regulations; and

                                       96
<PAGE>   105
                  (c) to transmit to all Holders of Securities, within 30 days
         after the filing thereof with the Trustee, in the manner and to the
         extent provided in Section 313(c) of the Trust Indenture Act, such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to subsections (a) and (b) of this
         Section 9.6, as may be required by rules and regulations prescribed
         from time to time by the Commission.

                  Section 9.7. Annual Review Certificate. The Company covenants
and agrees to deliver to the Trustee, within 120 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 as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture. For purposes of this Section 9.7, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                  Section 9.8. Books of Record and Account. The Company will
keep proper books of record and account, either on a consolidated or individual
basis. The Company shall cause its books of record and account to be examined,
either on a consolidated or individual basis, by one or more firms of
independent public accountants not less frequently than annually. The Company
shall prepare its financial statements in accordance with generally accepted
accounting principles.

                  Section 9.9. Limitation on Liens. (a) The Company will not,
nor will it permit any Restricted Subsidiary to, (i) issue, assume or guarantee
any Debt, if such Debt is secured by a mortgage, pledge, security interest or
lien (any mortgage, pledge, security interest or lien being hereinafter in this
Article Nine referred to as a "mortgage" or "mortgages") upon, or (ii) directly
or indirectly secure any outstanding Debt by a mortgage upon, any Principal
Property, now owned or hereafter acquired, without in any

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such case effectively providing, concurrently with the issuance, assumption or
guarantee of any such Debt, or the granting of security with respect to any such
outstanding Debt, that the Securities (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Restricted Subsidiary ranking equally with the Securities and then existing or
thereafter created) shall be secured equally and ratably with (or prior to) such
Debt; provided, however, that the foregoing restriction shall not apply to

                  (1) mortgages on any Principal Property acquired, constructed
         or improved by the Company or any Restricted Subsidiary after the date
         of this Indenture which are created or assumed contemporaneously with,
         or within 90 days after, such acquisition, construction or improvement
         to secure or provide for the payment of any part of the purchase price
         of such property or the cost of such construction or improvement
         incurred after the date of this Indenture, or, in addition to mortgages
         contemplated by clause (2) below, mortgages on any Principal Property
         existing at the time of acquisition thereof, provided that in the case
         of any such acquisition, construction or improvement the mortgage
         shall not apply to any property theretofore owned by the Company or any
         Restricted Subsidiary, other than in the case of any such construction
         or improvement, any theretofore unimproved real property on which the
         property so constructed, or the improvement, is located;

                  (2) mortgages on any Principal Property acquired from a
         corporation which is merged with or into the Company or a Restricted
         Subsidiary;

                  (3) mortgages to secure Debt of a Restricted Subsidiary to the
         Company or to another Restricted Subsidiary; and

                                       98
<PAGE>   107
                  (4) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         mortgage referred to in the foregoing clauses (1) to (3), inclusive;
         provided, however, that the principal amount of Debt secured thereby
         shall not exceed the principal amount of Debt so secured at the time of
         such extension, renewal or replacement, and that such extension,
         renewal or replacement shall be limited to all or part of the property
         which secured the mortgage so extended, renewed or replaced (plus
         improvements on such property).

                  (b) Notwithstanding the provisions of subsection (a) of this
Section 9.9, the Company or any Restricted Subsidiary may issue, assume or
guarantee secured Debt which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all other such Debt of
the Company and its Restricted Subsidiaries and the Attributable Debt in respect
of Sale and Lease-Back Transactions (as defined in Section 9.10) existing at
such time (other than Sale and Lease-Back Transactions permitted because the
Company would be entitled to incur Debt secured by a mortgage on the property to
be leased without equally and ratably securing the Securities pursuant to
paragraph (a) of this Section 9.9 and other than Sale and Lease-Back
Transactions the proceeds of which have been applied in accordance with the
limitations on Sale and Lease-Back Transactions set forth in paragraph (a) of
Section 9.10), does not at the time exceed 15% of the shareholders' equity in
the Company and its consolidated Subsidiary companies, as shown on the audited
consolidated balance sheet contained in the latest annual report to shareholders
of the Company.

                  (c)  For the purposes of Sections 9.9 and 9.10,

                  (1) the following types of transactions, among others, shall
         not be deemed to create Debt secured by a mortgage:

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<PAGE>   108
                           (a) the sale or other transfer of (i) any minerals in
                  place for a period of time until, or in an amount such that,
                  the purchaser will realize therefrom a specified amount of
                  money (however determined) or a specified amount of such
                  minerals, or (ii) any other interest in property of the
                  character commonly referred to as a "production payment"; and

                           (b) mortgages in favor of the United States of
                  America, any of its territories or possessions, or any State
                  thereof, or any department, agency, instrumentality or
                  political subdivision of any thereof, or any department,
                  agency or instrumentality of any such political subdivision,
                  to secure partial progress, advance or other payments pursuant
                  to any contract or statute or to secure any indebtedness
                  incurred for the purpose of financing all or any part of the
                  purchase price or the cost of constructing or improving the
                  property subject to such mortgages;

                  (2) the term "Attributable Debt" shall mean, as of any
         particular time, the present value, discounted at a rate per annum
         equal to the weighted average of the interest rate(s) borne by the
         Securities, or, in the case of Original Issue Discount Securities, the
         Yield(s) to Maturity, compounded semi-annually, of the obligation of a
         lessee for rental payments (not including amounts payable by the lessee
         for maintenance, property taxes and insurance) during the remaining
         term of any lease (including any period for which such lease has been
         extended or may, at the option of the lessor, be extended);

                  (3) the term "Principal Property" shall mean any mineral
         property, concentrator, smelter, refinery, or rod mill, located within
         the United States of America or its territories or possessions of the
         Company or any Restricted Subsidiary except any such property or plant

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<PAGE>   109
         which the Board of Directors by resolution declares is not of material
         importance to the total business conducted by the Company and its
         Restricted Subsidiaries as an entity;

                  (4) the term "Restricted Subsidiary" shall mean (i) any
         Subsidiary which owns or leases, directly or indirectly, a Principal
         Property and (ii) any Subsidiary which owns, directly or indirectly,
         stock or indebtedness of a Restricted Subsidiary, provided, however,
         that the term "Restricted Subsidiary" shall not mean any Subsidiary (x)
         engaged primarily in financing receivables, making loans, extending
         credit or other activities of a character conducted by a finance
         company or (y) which conducts substantially all of its business outside
         the United States of America and its territories or possessions or the
         principal assets of which are stock or indebtedness of corporations
         which conduct substantially all of their business outside the United
         States of America and its territories or possessions.

                  (5) the term "shareholders' equity in the Company and its
         consolidated Subsidiary companies" shall mean the consolidated capital
         stock, capital surplus, if any, and retained earnings of the Company
         and its consolidated Subsidiary companies, after deducting the cost of
         shares of the Company held in its treasury.

                  Section 9.10. Limitation on Sale and Lease-Back. (a) The
Company will not, nor will it permit any Restricted Subsidiary to, enter into
any arrangement with any person providing for the leasing by the Company or a
Restricted Subsidiary of any Principal Property (except for temporary leases for
a term of not more than three years), title to which property has been or is to
be sold or transferred by the Company or such Restricted Subsidiary to such
person (herein referred to as "Sale and Lease-Back Transaction"), unless the
proceeds of such sale or transfer are at least equal to the fair value (as
determined by the Board of

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<PAGE>   110
Directors) of such property and either (i) the Company or such Restricted
Subsidiary would be entitled to incur Debt secured by a mortgage on the property
to be leased without equally and ratably securing the Securities pursuant to
Section 9.9 or (ii) the Company shall, and in any such case the Company
covenants that it will, apply an amount equal to the fair value (as determined
by the Board of Directors) of the property so leased to the retirement (other
than any mandatory retirement), within 90 days of the effective date of any such
Sale and Lease-Back Transaction, of Debt of the Company which by its terms
matures at, or is extendible or renewable at the option of the obligor to, a
date more than twelve months after the date of the creation of such Debt and
which ranks prior to or on a parity with the Securities; provided, however, that
the term Sale and Lease-Back Transaction shall not include any arrangement with
the United States of America, any of its territories or possessions, or any
State thereof, or any department, agency, instrumentality or political
subdivision of any thereof, or any department, agency or instrumentality of any
such political subdivision, entered into for the purpose of financing all or any
part of the purchase price or the cost of constructing or improving the property
subject to such arrangement.

                  (b) Notwithstanding the provisions of the preceding paragraph
(a), the Company or any Restricted Subsidiary may enter into any Sale and
Lease-Back Trans action which would otherwise be subject to the foregoing
restrictions if the amount of the Attributable Debt in respect of Sale and
Lease-Back Transactions for such transaction, together with all secured Debt of
the Company and its Restricted Subsidiaries and all other Attributable Debt in
respect of Sale and Lease-Back Transactions existing at such time (other than
Sale and Lease-Back Transactions permitted because the Company would be entitled
to incur Debt secured by a mortgage on the property to be leased without equally
and ratably securing the Securities and other than Sale and Lease-Back
Transactions the proceeds of which have been applied in accordance with clause
(ii) of

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the preceding paragraph (a)), does not at the time exceed 15% of the
shareholders' equity in the Company and its consolidated Subsidiary companies,
as shown on the audited consolidated balance sheet contained in the latest
annual report to shareholders of the Company.


                                   ARTICLE 10

                                   Redemption

                  Section 10.1. Applicability of Article. Securities (including
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 10.2. Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities, including coupons, if any,
shall be evidenced by or pursuant to a Board Resolution. In the case of any
redemption at the election of the Company of less than all the Securities or
coupons, if any, of any series, the Company shall, at least 60 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.

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<PAGE>   112
                  Section 10.3. Selection of Securities to Be Redeemed. Unless
otherwise specified as contemplated by Section 3.1, if less than all the
Securities (including 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
coupons, if any, of that series or any integral multiple thereof) of the
principal amount of Securities, including coupons, if any, of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series. 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.

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

                  Section 10.4. 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:

                  (1)      the Redemption Date;

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<PAGE>   113
                  (2) the Redemption Price;

                  (3) 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;

                  (4) in case any Security is to be redeemed in part only, the
         notice which relates to such Security shall state that on and after the
         Redemption Date, upon surrender of such Security, the holder will
         receive, without a charge, a new Security or Securities of authorized
         denominations for the principal amount thereof remaining unredeemed;

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

                  (6) that Securities of the series called for redemption and
         all unmatured coupons, if any, appertaining thereto must be
         surrendered to the Paying Agent to collect the redemption price;

                  (7) 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;

                  (8) that the redemption is for a sinking fund, if such is the
         case;

                  (9) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the Redemption Date
         or

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<PAGE>   114
         the amount of any such missing coupon or coupons will be deducted from
         the Redemption Price, unless security or indemnity satisfactory to the
         Company, the Trustee and any Paying Agent is furnished; and

             (10)  the CUSIP number, if any, of the Securities.

                  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 10.5. 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, which it may not do
in the case of a sinking fund payment under Article 11, 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 sinking fund
payment obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

                  Section 10.6. 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

                                      106
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shall default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the 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 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 coupons for such interest; and provided, further, that, unless otherwise
specified as contemplated by Section 3.1, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemp tion 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 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 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 coupons, or the surrender of such
missing coupon or 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
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 coupons shall be payable only at
an office or

                                      107
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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 coupons.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

                  Section 10.7. 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 required, 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 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 11

                                  Sinking Funds

                  Section 11.1. 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,"

                                      108
<PAGE>   117
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 11.2. 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 11.2. 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 coupons appertaining
thereto and (ii) may apply as a credit Securities of a series which have been
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, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of
such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

                  Section 11.3. Redemption of Securities for Sinking Fund. Not
less than 60 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

                                      109
<PAGE>   118
Securities of that series pursuant to Section 11.2 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
10.3 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 10.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 10.6 and 10.7.




                  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 instrument.

                                      110
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                  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.

                                    PHELPS DODGE CORPORATION


                                    By:  /s/ Thomas M. Foster
                                        ------------------------------------
                                        Title: Vice President and Treasurer



[Seal]

Attest:

/s/ Robert C. Swan 
-----------------------------------
 Vice President and Secretary


                                          THE CHASE MANHATTAN BANK

                                          By: /s/ C. J. Heinzelmann
                                              -----------------------------
                                              Title: Vice President

[Seal]

Attest:

/s/ Timothy E. Burke
-----------------------------------
 Title: Second Vice President

                                      111