<PAGE>   1
                         THE DIAL CORPORATION, as Issuer

                                       and

                     Norwest Bank Arizona, N.A., as Trustee

                                   INDENTURE

                         Dated as of September 23, 1998
<PAGE>   2
                              THE DIAL CORPORATION

                  Reconciliation and tie between Trust Indenture Act of 1939 and
                  the Indenture, dated as of September 23, 1998:

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                        Indenture Section
---------------------------                                                        -----------------
<S>                                                                                <C>
    Section 310(a)(1)...........................................................        609
           (a)(2)...............................................................        609
           (a)(3)...............................................................        Not Applicable

           (a)(4)...............................................................        Not Applicable

           (a)(5)...............................................................        609
           (b)..................................................................        608, 610
    Section311(a)...............................................................        610, 613
           (b)..................................................................        613
           (c)..................................................................        Not Applicable

    Section 312(a)..............................................................        701, 702(a)
           (b)..................................................................        702(b)
           (c)..................................................................        702(c)

    Section313(a)...............................................................        703(a)
           (b)..................................................................        703(a)
           (c)..................................................................        703(a), 602
           (d)..................................................................        703(b)
    Section 314(a)..............................................................        704
           (a)(4)...............................................................        101,1005
           (b)..................................................................        Not Applicable

           (c)(1)...............................................................        102
           (c)(2)...............................................................        102
           (c)(3)...............................................................        Not Applicable

           (d)..................................................................        Not Applicable

           (e)..................................................................        102
    Section315(a)...............................................................        601
           (b)..................................................................        602
           (c)..................................................................        601
           (d)..................................................................        601, 603
           (e)..................................................................        514
    Section316(a)(last sentence)................................................        101
           (a)(1)(A)............................................................        502, 512
           (a)(1)(B)............................................................        513
           (a)(2)...............................................................        Not Applicable
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
Trust Indenture Act Section                                                        Indenture Section
---------------------------                                                        -----------------
<S>                                                                                <C>

           (b)..................................................................        508
           (c)..................................................................        104(c)
    Section317(a)(1)............................................................        503
           (a)(2)...............................................................        504
           (b)..................................................................        1003
    Section318(a)...............................................................         107
</TABLE>

_______________
Note:       This reconciliation and tie shall not, for any purpose, be deemed to
            be a part of the Indenture.
<PAGE>   4
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                <C>
       PARTIES....................................................................................................  1
       RECITALS OF THE COMPANY....................................................................................  1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

       Section 101.  Definitions..................................................................................  1
          "Act"...................................................................................................  2
          "Additional Amounts"....................................................................................  2
          "Affiliate".............................................................................................  2
          "Authenticating Agent"..................................................................................  2
          "Authorized Newspaper"..................................................................................  2
          "Bearer Security".......................................................................................  3
          "Board of Directors"....................................................................................  3
          "Board Resolution"......................................................................................  3
          "Book-Entry Security"...................................................................................  3
          "Business Day"..........................................................................................  3
          "Commission"............................................................................................  3
          "Common Stock"..........................................................................................  3
          "Company"...............................................................................................  3
          "Company Request" or "Company Order"....................................................................  4
          "Conversion Event"......................................................................................  4
          "Corporate Trust Office"................................................................................  4
          "corporation"...........................................................................................  4
          "Coupon"................................................................................................  4
          "Currency"..............................................................................................  4
          "CUSIP number"..........................................................................................  4
          "Defaulted Interest"....................................................................................  4
          "Depositary"............................................................................................  4
          "Dollars" or "$"........................................................................................  5
          "ECU"...................................................................................................  5
          "Event of Default"......................................................................................  5
          "Exchange Act"..........................................................................................  5
</TABLE>
<PAGE>   5
<TABLE>
<S>                                                                                                                 <C>
          "Foreign Currency"......................................................................................  5
          "Government Obligations"................................................................................  5
          "Holder"................................................................................................  5
          "Indenture".............................................................................................  6
          "Indexed Security"......................................................................................  6
          "interest"..............................................................................................  6
          "Interest Payment Date".................................................................................  6
          "Legal Holidays"........................................................................................  6
          "Maturity"..............................................................................................  6
          "Office or Agency"......................................................................................  6
          "Officers' Certificate".................................................................................  6
          "Opinion of Counsel"....................................................................................  7
          "Original Issue Discount Security"......................................................................  7
          "Outstanding,...........................................................................................  7
          "Paying Agent"..........................................................................................  8
          "Person"................................................................................................  8
          "Place of Payment,......................................................................................  8
          "Predecessor Security"..................................................................................  8
          "Preferred Stock".......................................................................................  9
          "Repayment Date,........................................................................................  9
          "Repayment Price,.......................................................................................  9
          "Redemption Date,.......................................................................................  9
          "Redemption Price,......................................................................................  9
          "Registered Security"...................................................................................  9
          "Regular Record Date"...................................................................................  9
          "Responsible Officer"...................................................................................  9
          "Security".............................................................................................. 10
          "Security Register"....................................................................................  10
          "Senior Indebtedness"..................................................................................  10
          "Significant Subsidiary"...............................................................................  10
          "Special Record Date"..................................................................................  10
          "Stated Maturity"......................................................................................  10
          "Subordinated Securities"..............................................................................  10
          "Subsidiary"...........................................................................................  10
          "Trustee"..............................................................................................  11
          "Trust Indenture Act"..................................................................................  11
          "United States"........................................................................................  11
          "United States Person".................................................................................  11

       Section 102.  Compliance Certificates and Opinions........................................................  11
       Section 103.  Form of Documents Delivered to Trustee......................................................  12
       Section 104.  Acts of Holders; Record Dates...............................................................  13
</TABLE>

                                      -ii-
<PAGE>   6
<TABLE>
<S>                  <C>                                                                                           <C>
       Section 105.  Notices, Etc., to Trustee and Company.......................................................  15
       Section 106.  Notice to Holders; Waiver...................................................................  15
       Section 107.  Conflict with Trust Indenture Act...........................................................  16
       Section 108.  Effect of Headings and Table of Contents....................................................  16
       Section 109.  Successors and Assigns......................................................................  17
       Section 110.  Separability Clause.........................................................................  17
       Section 111.  Benefits of Indenture.......................................................................  17
       Section 112.  Governing Law...............................................................................  17
       Section 113.  Legal Holidays..............................................................................  17
       Section 114.  Immunity of Stockholders, Directors, Officers and Agents of
                          the Company............................................................................  18

                                   ARTICLE TWO

                                 SECURITY FORMS

       Section 201.  Forms of Securities.........................................................................  18
       Section 202.  Securities in Book-Entry Form...............................................................  19
       Section 203.  Form of Legend for Book-Entry Securities....................................................  20
       Section 204.  Form of Trustee's Certificate of Authentication.............................................  20



                                  ARTICLE THREE

                                 THE SECURITIES

       Section 301.  Amount Unlimited; Issuable in Series........................................................  21
       Section 302.  Currency; Denominations.....................................................................  25
       Section 303.  Execution, Authentication, Delivery and Dating..............................................  26
       Section 304.  Temporary Securities........................................................................  28
       Section 305.  Registration, Registration of Transfer and Exchange.........................................  29
       Section 306.  Mutilated, Destroyed, Lost and Stolen Securities............................................  34
       Section 307.  Payment of Interest; Interest Rights Preserved..............................................  35
       Section 308.  Persons Deemed Owners.......................................................................  37
       Section 309.  Cancellation................................................................................  38
       Section 310.  Computation of Interest.....................................................................  38
</TABLE>


                                  ARTICLE FOUR

                                     -iii-
<PAGE>   7
                           SATISFACTION AND DISCHARGE

<TABLE>
<S>                                                                                                                 <C>
       Section 401.  Satisfaction and Discharge of Indenture.....................................................   38
       Section 402.  Application of Trust Money..................................................................   40

                                  ARTICLE FIVE

                                    REMEDIES

       Section 501.  Events of Default...........................................................................   41
       Section 502.  Acceleration of Maturity; Rescission and Annulment..........................................   42

       Section 503.  Collection of Indebtedness and Suits for  Enforcement by
                          Trustee................................................................................   44
       Section 504.  Trustee May File Proofs of Claim............................................................   45

       Section 505.  Trustee May Enforce Claims Without Possession of
                          Securities.............................................................................   45
       Section 506.  Application of Money Collected..............................................................   46
       Section 507.  Limitation on Suits.........................................................................   46

       Section 508. Unconditional Right of Holders to Receive Principal,
                          Premium, if any, and Interest and Additional Amounts, if
                          any....................................................................................   47
       Section 509.  Restoration of Rights and Remedies..........................................................   47
       Section 510.  Rights and Remedies Cumulative..............................................................   48
       Section 511.  Delay or Omission Not Waiver................................................................   48
       Section 512.  Control by Holders..........................................................................   48
       Section 513.  Waiver of Past Defaults.....................................................................   48
       Section 514.  Undertaking for Costs.......................................................................   49
       Section 515.  Waiver of Usury, Stay or Extension Laws.....................................................   49

                                   ARTICLE SIX
                                   THE TRUSTEE

       Section 601.  Certain Duties and Responsibilities.........................................................   50
       Section 602.  Notice of Defaults..........................................................................   50
       Section 603.  Certain Rights of Trustee...................................................................   51
       Section 604.  Not Responsible for Recitals or Issuance of Securities......................................   53
       Section 605.  May Hold Securities.........................................................................   53
       Section 606.  Money Held in Trust.........................................................................   53
       Section 607.  Compensation and Reimbursement..............................................................   53
       Section 608.  Disqualification; Conflicting Interests.....................................................   54
       Section 609.  Corporate Trustee Required; Eligibility.....................................................   54
       Section 610.  Resignation and Removal; Appointment of Successor...........................................   55
</TABLE>

                                      -iv-
<PAGE>   8
<TABLE>
<S>                                                                                                                 <C>

       Section 611.  Acceptance of Appointment by Successor......................................................   56
       Section 612.  Merger, Conversion, Consolidation or Succession to
                          Business...............................................................................   58
       Section 613.  Preferential Collection of Claims Against Company...........................................   58
       Section 614.  Appointment of Authenticating Agent.........................................................   58

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

       Section 701.  Company to Furnish Trustee Names and Addresses of  Holders..................................   60
       Section 702.  Preservation of Information; Communications to Holders......................................   61
       Section 703.  Reports by Trustee..........................................................................   61
       Section 704.  Reports by Company..........................................................................   62

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

       Section 801.  Company May Consolidate, Etc., Only on Certain Terms........................................   62
       Section 802.  Rights and Duties of Successor Corporation..................................................   62
       Section 803.  Officers' Certificate and Opinion of Counsel................................................   63

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

       Section 901.  Supplemental Indentures Without Consent of Holders..........................................   63
       Section 902.  Supplemental Indentures with Consent of Holders.............................................   65
       Section 903.  Execution of Supplemental Indentures........................................................   67
       Section 904.  Effect of Supplemental Indentures...........................................................   67
       Section 905.  Conformity with Trust Indenture Act.........................................................   67
       Section 906.  Reference in Securities to Supplemental Indentures..........................................   67
       Section 907.  Notice of Supplemental Indentures...........................................................   68
</TABLE>

                                   ARTICLE TEN

                                    COVENANTS

                                      -v-
<PAGE>   9
<TABLE>
<S>                                                                                                                 <C>
       Section 1001.  Payment of Principal, Premium and Interest.................................................   68
       Section 1002.  Maintenance of Office or Agency............................................................   68
       Section 1003.  Money for Securities Payments to Be Held in Trust..........................................   70
       Section 1004.  Corporate Existence........................................................................   71
       Section 1005.  Statement as to Compliance.................................................................   71
       Section 1006.  Waiver of Certain Covenants................................................................   72
       Section 1007.  Additional Amounts.........................................................................   72

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

       Section 1101.  Applicability of Article...................................................................   73
       Section 1102.  Election to Redeem; Notice to Trustee......................................................   73
       Section 1103.  Selection by Trustee of Securities to Be Redeemed..........................................   74
       Section 1104.  Notice of Redemption.......................................................................   74
       Section 1105.  Deposit of Redemption Price................................................................   76
       Section 1106.  Securities Payable on Redemption Date......................................................   76
       Section 1107.  Securities Redeemed in Part................................................................   77

                                 ARTICLE TWELVE

                                  SINKING FUNDS

       Section 1201.  Applicability of Article...................................................................   78
       Section 1202.  Satisfaction of Sinking Fund Payments with Securities......................................   78
       Section 1203.  Redemption of Securities for Sinking Fund..................................................   78

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

       Section 1301.  Applicability of Article...................................................................   79
</TABLE>


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                                      -vi-
<PAGE>   10
<TABLE>
<S>                                                                                                                 <C>
       Section 1401.  Applicability of the Article; Company's Obligation to
                          Effect  Defeasance or Covenant Defeasance..............................................   80
       Section 1402.  Defeasance and Discharge...................................................................   80
       Section 1403.  Covenant Defeasance........................................................................   81
       Section 1404.  Applicability of the Article; Company's Obligation to
                          Effect  Defeasance or Covenant Defeasance..............................................   81
       Section 1405.  Deposited Money and Government Obligations to Be Held  in
                          Trust; Other Miscellaneous Provisions..................................................   83
       Section 1406.  Reinstatement..............................................................................   85
       Section 1407.  Effect on Subordination Provisions.........................................................   85

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

       Section 1501.  Purposes for Which Meetings May Be Called..................................................   86
       Section 1502.  Call, Notice and Place of Meetings.........................................................   86
       Section 1503.  Persons Entitled to Vote at Meetings.......................................................   86
       Section 1504.  Quorum; Action.............................................................................   87
       Section 1505.  Determination of Voting Rights; Conduct and Adjournment
                          of Meetings............................................................................   88
       Section 1506.  Counting Votes and Recording Action of Meetings............................................   89

                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

       Section 1601.  Securities Subordinate to Senior Indebtedness..............................................   89

                                ARTICLE SEVENTEEN

                        SECURITIES IN FOREIGN CURRENCIES

       Section 1701.  Applicability of Article...................................................................   90
</TABLE>


                                     -vii-
<PAGE>   11
     INDENTURE, dated as of September 23, 1998, between THE DIAL CORPORATION, a
Delaware corporation (the "Company"), having its principal office at 15501 North
Dial Boulevard, Scottsdale, Arizona 85260-1619, and Norwest Bank Arizona, N.A.,
as Trustee hereunder (the "Trustee"), having its offices at Corporate Trust
Department 9015, 3300 N. Central Avenue, Fifteenth Floor, Phoenix, AZ 85012.

                             RECITALS OF THE COMPANY

     The Company deems it advisable to issue from time to time for its lawful
purposes its unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities") in one or more series as in this Indenture
provided, and has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of the Securities, unlimited as to
principal amount, to bear interest at the rates or formulas, to mature at such
times and to have such other provisions as shall be fixed as hereinafter
provided.

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

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                            Section 101. Definitions.

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

     (a) the terms defined in this Article have, when capitalized, the meanings
assigned to them in this Article, and include the plural as well as the
singular;

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;
<PAGE>   12
     (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and except as otherwise herein expressly provided, the term "generally accepted
accounting principles" or "GAAP" with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted at the time of application thereof;

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

     (e) all references to "dollars," "$," "U.S. dollars," "United States
dollars" or "cash" shall refer to the lawful currency of the United States of
America; and

     (f) the definitions included herein may be modified, expanded, deleted or
otherwise amended in a supplemental indenture after the date hereof or pursuant
to Section 301 hereof.

     Certain terms used principally in certain Articles hereof are defined in
those Articles.

                  "Act" , when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security or pursuant to a Board Resolution, under
circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes, assessments or other governmental charges imposed on Holders
specified therein and which are owing to such Holders.

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

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 614.

                  "Authorized Newspaper" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that


                                      -2-
<PAGE>   13
are Legal Holidays in the place of publication, and of general circulation in
each place in connection with which the term is used or in the financial
community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the
same or in different newspapers in the same city meeting the foregoing
requirements and in each case on a day that is a Business Day in the place of
publication.

                  "Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer.

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

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

                  "Book-Entry Security" means a Security bearing the legend
specified in Section 203 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

                  "Business Day" when used with respect to any Place of Payment
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in the Place of Payment 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 Exchange Act, or if at any time
after the execution of the 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.

                  "Common Stock" means, with respect to any Person, capital
stock issued by such Person other than Preferred Stock.

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


                                      -3-
<PAGE>   14
                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any one of its Chairman of the
Board, its Vice Chairman, its Chief Executive Officer, its President, its Chief
Financial Officer or a Vice President (whether or not designated by a number or
a word or words added before or after the title "Vice President"), and by any
one of its Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and
delivered to the Trustee.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign 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 Union or (iii) any
currency unit or composite currency other than the ECU for the purposes for
which it was established.

                  "Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
administered, which office as of the date of this Indenture is the address of
the Trustee set forth in Section 105.

                  "corporation" means a corporation, association, limited
liability company, joint-stock company or business trust.

                  "Coupon" means any interest coupon appertaining to a Bearer
Security.

                  "Currency, " with respect to any payment, deposit or other
transfer in respect of the principal of or any premium or interest on or any
Additional Amounts with respect to any Security, means Dollars or the Foreign
Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.

                  "CUSIP number" means the alphanumeric designation assigned to
a Security by Standard & Poor's Corporation, CUSIP Service Bureau.

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
Book-Entry Securities, The Depository Trust Company and its successors, or
another Person designated as Depositary by the Company pursuant to Section 301,
which must be a clearing agency registered under the Exchange Act, and if at any
time there is more than one such Person, "Depositary" shall mean the Depositary
with respect to the Securities of that series.


                                      -4-
<PAGE>   15
                  "Dollars" or "$" means a dollar or other equivalent unit of
legal tender for payment of public or private debts in the United States of
America.

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

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

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any statute successor thereto.

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on the relevant Security or any
Additional Amounts in respect thereof shall be payable, in each case where the
payment or payments thereunder are supported by the full faith and credit of the
United States of America or such other government or governments, as the case
may be, or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America or such other
government or governments, in each case where the timely payment or payments
thereunder are unconditionally guaranteed as a full faith and credit obligation
by the United States of America or such other government or governments, as the
case may be, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers 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 or other amount with respect to 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 or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

                  "Holder" means in the case of any Registered Security, the
Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, the bearer thereof and, in the case of any
Coupon, the bearer thereof.


                                      -5-
<PAGE>   16
                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
those particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

                  "Indexed Security" has the meaning specified in Section
301(k).

                  "interest, " when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity.

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

                  "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, notice of redemption, notice of
option to elect repayment or otherwise.

                  "Office or Agency" with respect to any Securities, means an
office or agency of the Company maintained or designated as a Place of Payment
for such Securities pursuant to Section 1002 or any other office or agency of
the Company maintained or designated for such Securities pursuant to Section
1002 or, to the extent designated or required by Section 1002 in lieu of such
office or agency, the Corporate Trust Office of the Trustee.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, Vice Chairman, the Chief Executive Officer, the
President, Chief Financial Officer or a Vice President (whether or not
designated by a number or a word or words


                                      -6-
<PAGE>   17
added before or after the title "Vice President"), and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the Company, and
delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Company or the Trustee, and who shall
be reasonably acceptable to the Trustee.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

           (ii) Securities, or portions thereof, for whose payment or redemption
        or repayment at the option of the Holder money in the necessary amount
        has been theretofore deposited with the Trustee or any Paying Agent
        (other than the Company) in trust or set aside and segregated in trust
        by the Company (if the Company shall act as its own Paying Agent) for
        the Holders of such Securities and any Coupons appertaining thereto
        except, in the case of Securities as to which the Company had effected
        satisfaction and discharge pursuant to Article Four, to the extent
        provided in Article Four; provided, that if such Securities are to be
        redeemed, notice of such redemption has been duly given pursuant to this
        Indenture or provision therefor reasonably satisfactory to the Trustee
        has been made; and Securities, except to the extent provided in Section
        1402 and 1403, with respect to which the Company has effected defeasance
        and/or covenant defeasance, as provided in Article Fourteen;

           (iii) Securities which have been paid pursuant to Section 306 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 reasonably satisfactory to it that such Securities are
        held by a bona fide purchaser in whose hands such Securities are valid
        obligations of the Company; and

           (iv) Securities converted or exchanged into Common Stock or other
        debt securities pursuant to or in accordance with this Indenture if the
        terms of such Securities provide for convertibility pursuant to Section
        301;


                                      -7-
<PAGE>   18
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 are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by Section 313 of the Trust Indenture Act, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of any
Indexed Security of any series 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 established as contemplated by Section 301 with
respect to such Security, (iii) the principal amount of a Security denominated
in Foreign Currency that shall be deemed outstanding for such purpose shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent 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 or any premium or interest on any Securities on behalf of
the Company.

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

                  "Place of Payment, " when used with respect to the Securities
of any series, means the place or places where the principal of and any premium
and interest on the Securities of that series are payable as established as
contemplated by Section 301.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such


                                      -8-
<PAGE>   19
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen Coupon
appertains.

                  "Preferred Stock" means, with respect to any Person, capital
stock issued by such Person that is entitled to a preference or priority over
any other capital stock issued by such Person upon any distribution of such
Person's assets, whether by dividend or upon liquidation.

                  "Repayment Date, " when used with respect to any Security to
be repaid at the option of the Holder, means the date fixed for such repayment
by or pursuant to this Indenture.

                  "Repayment Price, " when used with respect to any Security to
be repaid at the option of the Holder, means the price at which it is to be
repaid by or pursuant to this Indenture.

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

                  "Registered Security" shall mean any Security established
pursuant to Section 201 which is registered in the Security Register.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on any Registered Security of any series means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date."

                  "Responsible Officer, " when used with respect to the Trustee,
means any officer within the Corporate Trust Department (or any successor
department) including, without limitation, any vice president (whether or not
designated by a number or a word or words added before or after the title "Vice
President"), any trust officer, any assistant secretary, the controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.


                                      -9-
<PAGE>   20
                  "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered under this Indenture; provided, however, that, if at any time
there is more than one Person acting as Trustee under this Indenture,
"Securities" with respect to such Person shall mean Securities authenticated and
delivered under this Indenture, exclusive, however, of Securities of any series
as to which such Person is not Trustee.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Senior Indebtedness" has the meaning determined pursuant to
Section 301(v).

                  "Significant Subsidiary" means, with respect to any Person,
any Subsidiary of such Person which is a "significant subsidiary" as defined in
Rule 1-02(w) of Regulation S-X promulgated under the Securities Act of 1933, as
amended (as in effect on the date of the Indenture).

                  "Special Record Date" for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 307.

                  "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 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, or such Additional Amounts are, due and payable.

                  "Subordinated Securities, " means any Securities which,
pursuant to Section 301(v), are by their terms expressly subordinated in right
of payment to Senior Indebtedness.

                  "Subsidiary" means (i) any corporation of which at least a
majority of the total voting power of whose outstanding voting stock is owned,
directly or indirectly, at the date of determination by the Company and/or one
or more other Subsidiaries of the Company, (ii) any partnership in which the
Company and/or one or more other Subsidiaries of the Company owns, directly or
indirectly, at the date of determination at least a majority interest in the
equity capital or profits of such partnership, or (iii) any other Person in
which the Company and/or one or more other Subsidiaries of the Company, directly
or indirectly, at the date of determination (x) owns at least a majority
ownership interest or (y) has the power to elect or direct the election of at
least a majority of the directors or other governing body of such Person. For
the purposes of this definition, "voting stock," with respect to any
corporation, means capital


                                      -10-
<PAGE>   21
stock of any class or series of such corporation, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election
of directors of the corporation.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "Trust Indenture Act" means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

                  "United States, " except as otherwise provided in or pursuant
to this Indenture or any Security, means the United States of America (including
the states thereof and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "United States Person" means, unless otherwise specified with
respect to any Debt Securities pursuant to Section 301, any citizen or resident
of the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States, any estate the income of
which is subject to United States federal income taxation regardless of its
source, or any trust whose administration is subject to the primary supervision
of a United States court and which has one or more United States fiduciaries who
have the authority to control all substantial decisions of the trust.

                  Section 102. Compliance Certificates and Opinions.

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


                                      -11-
<PAGE>   22
     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 1005)
shall include:

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

           (b) a brief statement as to the nature and scope of the examination
        or investigation upon which the statements or opinions contained in such
        certificate or opinion are based;

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

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

                  Section 103.  Form of Documents Delivered to Trustee.


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

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

     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 or any Security, they may, but need not, be
consolidated and form one instrument.



                                      -12-
<PAGE>   23
                  Section 104.  Acts of Holders; Record Dates.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided in or pursuant to this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing. If, but only if, Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
made, given or taken by Holders of Securities of such series may, alternatively,
be embodied in and evidenced by the record of Holders of Securities of such
series voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
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, or of the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1506.

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

     (c) The Company may, in the circumstances permitted by the Trust Indenture
Act, by Board Resolution, fix any date not more than 60 days nor less than 10
days prior to the date of any of the following actions as the record date for
the purpose of determining the Holders of Registered Securities of any series
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders of Registered Securities of such
series. If not set by the Company prior to the first solicitation of a Holder of


                                      -13-
<PAGE>   24
Registered Securities of such series made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date for action to be taken by the Holders of one or more series of
Registered Securities, only the Holders of Registered Securities of such series
on such date (or their duly designated proxies) shall be entitled to give or
take, or vote on, the relevant action.

     (d) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of commencement and the date of
termination of holding the same, shall be proved by the Security Register.

     (e) The ownership, principal amount and serial numbers of Bearer Securities
held by any Person, and the date of commencement and the date of termination of
holding the same, may be proved by the production of such Bearer Securities or
by a certificate executed, as depositary, by any trust company, bank, banker or
other depositary reasonably acceptable to the Company, wherever situated, if
such certificate shall be deemed by the Company and the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, 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 Company and the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is provided
to the Trustee by some other Person, or (iii) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.

     (f) 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, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.


                                      -14-
<PAGE>   25
     (g) For purposes of this Indenture, any action by the Holders which may be
taken in writing may be taken by electronic means or as otherwise reasonably
acceptable to the Trustee.

                  Section 105.  Notices, Etc., to Trustee and Company.


     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

              (a) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its offices at Corporate
         Trust Department 9015, 3300 N. Central Avenue, Fifteenth Floor,
         Phoenix, Arizona 85012, Attention: Corporate Trust Department, or at
         any other address previously furnished in writing by the Trustee to the
         Holders or the Company or any other obligor on the Securities; or


              (b) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing to or
         with the Company addressed to it at the address of its principal office
         specified in the first paragraph of this instrument to the Attention of
         the Treasurer with a copy to the Company's Chief Financial Officer or
         at any other address previously furnished in writing to the Trustee by
         the Company. Any such communication shall be effective upon receipt.

                  Section 106.  Notice to Holders; Waiver.

     Except as otherwise expressly provided in or pursuant to this Indenture,
where this Indenture provides for notice to Holders of any event,

         (a) such notice shall be sufficiently given (unless otherwise herein
expressly provided) to each Holder of Registered Securities affected by such
event if in writing and mailed, first-class postage prepaid, at his address as
it appears in the Security Register, not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of
such notice; and

         (b) such notice shall be sufficiently given to Holders of Bearer
Securities, if any, affected by such event if published in an Authorized
Newspaper in The City of New York and in such other city or cities as may be
specified in such Securities on a Business Day, such publication to be not
earlier than the earliest date and not later than the latest date prescribed for
the giving of such notice. Any such notice shall be deemed to have been given on
the date of such publication or, if published more than once, on the date of the
first such publication.


                                      -15-
<PAGE>   26
         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of Registered Securities shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities. Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been received by such Holder of Registered
Securities, whether or not such Holder of Registered Securities actually
receives such notice. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

         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 the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                  Section 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the Trust Indenture Act provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or excluded, as the case may
be.

                  Section 108.  Effect of Headings and Table of Contents.

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


                                      -16-
<PAGE>   27
                  Section 109.  Successors and Assigns.

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

                  Section 110.  Separability Clause.

     In case any provision in this Indenture, any Security or any Coupon 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 111.  Benefits of Indenture.

     Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent, any Authenticating Agent and their successors
hereunder and the Holders of the Securities or Coupons, and, solely in the case
of Securities which, pursuant to Section 301(v), are by their terms expressly
subordinated in right of payment to Senior Indebtedness, the holders of such
Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

                  Section 112.  Governing Law.

     This Indenture, the Securities and any Coupons shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be
governed by and construed in accordance with the laws of such state, without
regard to principles of conflicts of laws. This Indenture is subject to the
provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

                  Section 113.  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be, of any Security shall not be a Business Day at any Place of Payment for such
Security, then notwithstanding any other provision of this Indenture, any
Security or any Coupon (other than a provision of any Security or any Coupon
established as contemplated by Section 301 and which specifically states that
such provision shall apply in lieu of this Section 113), payment of interest or
principal (and premium, if any) 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 the Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date or at the Stated
Maturity or Maturity, as the case may be, and no interest shall accrue on such
payment for



                                      -17-
<PAGE>   28
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity, as the case may
be, to the next succeeding Business Day. For purposes of this Section 113, the
sole Place of Payment with respect to any Book-Entry Securities for which the
Depositary is The Depository Trust Company or its successor shall be deemed to
be the Borough of Manhattan, The City of New York.

                    Section 114. Immunity of Stockholders, Directors, Officers
                                 and Agents of the Company.

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder, employee,
officer or director, as such, of the Company or of any predecessor or successor,
either directly or through the Company or any predecessor or successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders and as part of the consideration for the issue of the
Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

                  Section 201.  Forms of Securities.

     Each Registered Security, Bearer Security, Coupon and temporary or
permanent Book-Entry Security issued pursuant to this Indenture shall be in
substantially the forms as shall be established by or pursuant to one or more
Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than as set forth in a Board Resolution, an
Officers' Certificate detailing such establishment) or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements placed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities may be
listed, or to conform to usage.

     Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons.


                                      -18-
<PAGE>   29
     The definitive Securities and definitive Coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities or Coupons.

                  Section 202.  Securities in Book-Entry Form.

     If Securities of or within a series are issuable in book-entry form, as
specified as contemplated by Section 301, then, notwithstanding clause (i) of
Section 301 and the provisions of Section 302, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified therein
and may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in book-entry form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such Person or Persons as shall be specified in such Security or in the
Company Order to be delivered to the Trustee pursuant to Section 303 or 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Security in permanent book-entry form in
the manner and upon instructions given by the Person or Persons specified in
such Security or in the applicable Company Order. If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instruction by
the Company with respect to endorsement, delivery or redelivery of a Security in
book-entry form shall be in writing but need not comply with Section 102 and
need not be accompanied by Opinion of Counsel.

     The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in book-entry form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in book-entry form together with written instructions (which need not
comply with Section 102 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 penultimate
sentence of Section 303.

     Notwithstanding the provisions of Section 307, unless otherwise specified
as contemplated by Section 301, payment of principal of (and premium, if any),
any interest on, and any Additional Amounts in respect of any Security in
temporary or permanent book-entry form shall be made to the Person or Persons
specified therein.


                                      -19-
<PAGE>   30
     Notwithstanding the provisions of Section 308 and except as provided in the
preceding paragraph, the Company, the Trustee and any agent of the Company and
the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a permanent Book-Entry Security (a) in the case of a
permanent Book-Entry Security in registered form, the Holder of such permanent
Book-Entry Security in registered form or (b) in the case of a Book-Entry
Security in bearer form, the Person or Persons specified pursuant to Section
301.

                  Section 203.  Form of Legend for Book-Entry Securities.

     Any Book-Entry Security authenticated and delivered hereunder shall bear
a legend in substantially the following form and such other legends as may be
required by the applicable Depositary or as shall be deemed necessary or
desirable by the Company:

              "This Security is a Book-Entry Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. This Security is not
         exchangeable for Securities registered in the name of a Person other
         than the Depositary or its nominee except in the circumstances
         described in the Indenture, and unless and until it is exchanged in
         whole or in part for Securities in definitive 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 nominee of such successor
         Depositary."

                  Section 204.  Form of Trustee's Certificate of Authentication.

     The Trustee's certificates of authentication shall be in substantially
the following form:

                    "TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                     Norwest Bank Arizona, N.A., as Trustee


                                      -20-
<PAGE>   31
                                                     By:______________________
                                                        Authorized Signatory"

                                  ARTICLE THREE

                                 THE SECURITIES

                  Section 301.  Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. With respect to any
series of Securities which may be designated and authenticated and delivered
under this Indenture, there shall be established in or pursuant to one or more
Board Resolutions (and to the extent established pursuant to rather than as set
forth in a Board Resolution, in an Officers' Certificate detailing such
establishment) or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any such series (except as provided in
the last paragraph of this Section 301), any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (a), (b)
(with respect to any limit upon the aggregate principal amount of the Securities
which may be authenticated and delivered under this Indenture), (r) and (u)
below), if so provided, may be determined from time to time by the Company with
respect to unissued Securities of the series when issued from time to time):

                (a) the title of the Securities (which shall distinguish the
         Securities of the series from Securities of any other series) or series
         of which they are a part;

                (b) the aggregate principal amount of the Securities and any
         limit upon the aggregate principal amount of the Securities of the
         series which may be authenticated and delivered under this Indenture
         (except for 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 304, 305, 306, 906 or 1107, upon repayment
         in part of any Security of such series pursuant to Article Thirteen or
         upon surrender in part of any Security for conversion or exchange into
         Common Stock or other securities pursuant to its terms, and except for
         any Securities which, pursuant to Section 303, are deemed never to have
         been authenticated and delivered hereunder), which limit, unless
         otherwise expressly established, may be changed from time to time by or
         pursuant to a Board



                                      -21-
<PAGE>   32
         Resolution, Officers' Certificate or indentures supplemental hereto
         without the consent of any Holders;

                (c) the Person to whom any interest on a Registered Security of
         the series shall be payable, if other than 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 series;

                (d) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         (and premium, if any, on) such Securities will be payable;

                (e) the price or prices (expressed as a percentage of the
         aggregate principal amount thereof) at which the Securities will be
         issued;

                (f) the rate or rates (which may be fixed, floating or
         adjustable) or the method of determination thereof, at which the
         Securities of the series will bear interest, if any, the date or dates
         from which such interest shall accrue or method by which such date or
         dates shall be determined, the Interest Payment Dates on which any such
         interest shall be payable, the Regular Record Date, if any, for any
         such interest payable on any Interest Payment Date, or the method by
         which such date or dates shall be determined, whether and under what
         circumstances Additional Amounts on such Securities or any of them
         shall be payable and the basis upon which interest shall be calculated
         if other than that of a 360-day year of twelve 30-day months;

                (g) the place or places where the principal of and any premium
         and interest on Securities of the series shall be payable, any
         Registered Securities of the series may be surrendered for registration
         of transfer and exchange, where Securities of that series that are
         convertible or exchangeable may be surrendered for conversion or
         exchange, as applicable, and where notices or demands to or upon the
         Company in respect of the Securities of the series and the Indenture
         may be served;

                (h) the period or periods within which, the price or prices at
         which, the Currencies, currency units or composite currencies 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;

                (i) the obligation, if any, of the Company to redeem, repay or
         purchase any of such Securities of the series pursuant to any sinking
         fund or analogous provisions 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


                                      -22-
<PAGE>   33
          Securities of the series will be redeemed, repaid or purchased, in
          whole or in part, pursuant to any such obligation;

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

                (k) if other than the Currency of the United States of America,
         the foreign currency, currencies, currency units or composite
         currencies in which the principal of or any premium or interest on such
         Securities will be payable (and the manner in which the equivalent of
         the principal amount thereof in the Currency of the United States of
         America is to be determined for any purpose, including for the purpose
         of determining the principal amount deemed to be outstanding at any
         time);

                (l) if the amount of payments of principal of or any premium or
         interest on any Securities of the series ("Indexed Securities") may be
         determined with reference to an index, pursuant to a formula, or
         pursuant to other methods (which index, formula or method may be based,
         without limitation, on one or more currencies, currency units,
         composite currencies, commodities, equity indices or other indices),
         the manner in which such amounts will be determined;

                (m) if the principal of or any premium or interest on such
         Securities of the series is to be payable, at the election of the
         Company or a Holder thereof, in one or more currencies, currency units
         or composite currencies other than those in which the Securities are
         stated to be payable, the currencies, currency units or composite
         currencies in which payment of any such amount as to which such
         election is made will be payable, and the periods within which and the
         terms and conditions upon which such election is to be made;

                (n) if other than the entire principal amount thereof, the
         portion of the principal amount of Securities of the series which shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to this Indenture or, if applicable, the portion of the
         principal amount of Securities of the series that is convertible into
         or exchangeable for other securities or the method by which such
         portion shall be determined;

                (o) the application, if any, of Section 1402 and/or 1403 to the
         Securities of the series (and, in the case of Section 1403, if
         applicable, any additional covenants subject to covenant defeasance)
         and any provisions in modification of, in addition


                                      -23-
<PAGE>   34
         to or in lieu of any of the provisions in Sections 1402 and 1403; and,
         if either Section 1402 or 1403 is made applicable with respect to the
         Securities of the series, whether such defeasance or covenant
         defeasance must be affected with respect to all Outstanding Securities
         of the series or whether such defeasance or covenant defeasance may be
         affected with respect to Securities within the series;

                (p) the obligation, if any, of the Company to permit the
         conversion or exchange of the Securities of the series into the
         Company's Common Stock or other securities, as the case may be, and the
         terms and conditions upon which such conversion or exchange shall be
         effected (including, without limitation, the initial conversion price
         or rate, the conversion period, the conversion agent, any adjustment of
         the applicable conversion price or rate and any requirements relative
         to the reservation of such shares or securities for purposes of
         conversion);

                (q) whether any of the Securities of the series will be issued
         in whole or in part in book-entry form and, in such case, the initial
         Depositary with respect to such Book-Entry Security or Securities and
         the circumstances under which any such Securities may be registered in
         the name of a Person other than such Depositary or its nominee, if
         other than as set forth in Section 305;

                (r) whether Securities of the series are to be issuable as
         Registered Securities, as Bearer Securities or alternatively as Bearer
         Securities and Registered Securities, and whether the Bearer Securities
         are to be issuable with Coupons, without Coupons or both, and any
         restrictions applicable to the offer, sale or delivery of the Bearer
         Securities and the terms, if any, upon which Bearer Securities of the
         series may be exchanged for Registered Securities of the series and
         vice versa;

                (s) if any of the Securities of the series are to be issuable as
         Bearer Securities, the date as of which any such Bearer Security shall
         be dated, if other than the date of original issuance of the first of
         such Securities to be issued;

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

                (u) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company provided for with respect
         to Securities of the series whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

                (v) the terms, if any, pursuant to which the Securities of the
         series will be made subordinate in right of payment to all Senior
         Indebtedness of the Company, and the definition of any such Senior
         Indebtedness (in the absence of an express


                                      -24-
<PAGE>   35
         statement that the Securities of such series are subordinate in right
         of payment to all Senior Indebtedness, the Securities of such series
         shall not be subordinate to Senior Indebtedness);

                (w)   the application, if any, of judgments in respect of any
         specified currency, to the Securities;

                (x) whether the payment of principal, premium and interest, if
         any, Additional Amounts, if any, and other amounts due hereunder, and
         performance of the Company's other obligations hereunder, will be
         guaranteed by one or more guarantors, including subsidiaries of the
         Company; and

                (y) any other terms of the series, whether or not consistent
         with the provisions of this Indenture.

     All Securities of any one series and all Coupons, if any, appertaining to
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided by the Company in the Board Resolution or pursuant to the Board
Resolution and set forth in the Officers' Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Securities. The
terms of the Securities may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon telephonic or written order of persons designated in the Board
Resolution, Officers' Certificate or supplemental indenture (telephonic
instructions to be promptly confirmed in writing by such person) and that such
persons are authorized to determine, consistent with such Board Resolution,
Officers' Certificate or supplemental indenture, such terms as are specified in
such Board Resolution, Officers' Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Company as contemplated by this Section 301, a
series may be reopened without consent of any Holder from time to time for
issuances of additional Securities of such series. The terms of any Security may
be established prior to the issuance thereof but not after the issuance of other
Securities of the same series.

                  Section 302.  Currency; Denominations.

     In the absence of any such provisions with respect to the Securities of
any series, the principal of, any premium and interest on and any Additional
Amounts with respect to the Securities shall be payable in Dollars. In the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities denominated in Dollars shall be issuable in registered
form without Coupons, other than Registered Securities issued in book-entry form
(which may be of any denomination), and shall be issuable in


                                      -25-
<PAGE>   36
denominations of $1,000 and any integral multiple thereof. Bearer Securities
denominated in Dollars shall be issuable in registered form without Coupons,
other than Bearer Securities issued in book-entry form (which may be of any
denomination), and shall be issuable in denominations of $5,000 and any integral
multiple thereof. Securities not denominated in Dollars shall be issuable in
such denominations as are established with respect to such Securities in or
pursuant to this Indenture.

                  Section 303.  Execution, Authentication, Delivery and Dating.

     The Securities and Coupons, if any, shall be executed on behalf of the
Company by its Chairman of the Board, its Chief Executive Officer, its
President, its Chief Financial Officer or one of its Vice Presidents, under its
corporate seal or a facsimile thereof which may, but need not, be attested by
its Treasurer, one of its Assistant Treasurers, its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
or Coupons, if any, may be manual or facsimile signatures of the present or any
future such authorized officer and may be imprinted or otherwise reproduced on
the Securities or Coupons.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
Coupons appertaining thereto, 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 to or upon the order of the
Company or pursuant to such procedures acceptable to the Trustee and to such
recipients, as the case may be, as specified from time to time by a Company
Order. If all the Securities of any series are not to be issued at one time and
if the terms of such Securities established as contemplated by Section 301 so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the completion and authentication of such Securities from time to time. In
authenticating Securities of any series and any Coupons appertaining thereto,
and accepting the additional responsibilities under this Indenture in relation
to such Securities and any Coupons appertaining thereto, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon:



                                      -26-
<PAGE>   37
           (a) any Board Resolution, Officers' Certificate and/or indenture
        supplemental hereto by or pursuant to which the forms and terms of such
        Securities are established as contemplated by Sections 201 and 301;

           (b) an Officers' Certificate stating that the forms and terms of such
        Securities and Coupons, if any, have been established pursuant to
        Sections 201 and 301 and comply with this Indenture; and

           (c) an Opinion of Counsel substantially to the effect that:

                  (i) the forms and the terms of such Securities and Coupons, if
              any, have been duly authorized and established in conformity with
              the provisions of this Indenture,

                  (ii) all conditions precedent provided for in this Indenture
              relating to the Trustee's authentication of such Securities and
              Coupons, if any, have been complied with, and

                  (iii) such Securities and Coupons, if any, 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 similar laws of general applicability relating to
              or affecting creditors' rights and to general equity principles
              and to such other matters as such counsel may specify.

The Trustee shall not be required to authenticate such Securities if the issue
of such Securities pursuant to this Indenture will affect the Trustee's own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Company Order, Board Resolution,
indentures supplemental hereto, Officers' Certificate and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents (with such
modifications as may be appropriate) are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be
issued and reasonably contemplate such authentication of each such Security.


                                      -27-
<PAGE>   38
     Each Registered Security shall be dated the date of its authentication
unless otherwise established therefor as contemplated by Section 301. Each
Bearer Security shall be dated as of the date specified in or pursuant to this
Indenture.

     No Security or Coupon appertaining thereto, if any, shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or an
Authenticating Agent by manual signature, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture. 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 309, together with a written statement (which need not
comply with Section 102 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 never be entitled to the
benefits of this Indenture. Except as permitted by Section 306 or 307 or as may
otherwise be provided in or pursuant to this Indenture, the Trustee shall not
authenticate and deliver any Bearer Security unless all Coupons appertaining
thereto then matured have been detached and canceled.

                  Section 304.  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 of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons 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. In the case of Securities of any series,
such temporary Securities may be in book-entry form.

     Except in the case of temporary Securities in book-entry form, 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 that
series to be prepared without unreasonable delay. After the 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
in a Place of Payment for that series, without charge to the


                                      -28-
<PAGE>   39
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, one or more definitive Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture. 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 and tenor.

                  Section 305. Registration, Registration of Transfer and
Exchange.

     With respect to the Registered Securities of each series, the Company shall
cause to be kept at the Corporate Trust Office of the Trustee or in any Office
or Agency of the Company in a Place of Payment a register (the register
maintained in such office and in any other Office or Agency of the Company in a
Place of Payment being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities and of transfers of the Registered Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. The Trustee, at its Corporate Trust
Office, is hereby appointed "Security Registrar" for the purpose of registering
the Securities and transfers of the Securities as herein provided.

     The Company shall have the right to remove and replace, from time to time,
the Security Registrar for any series of Securities; provided that no such
removal or replacement shall be effective until a successor Security Registrar
with respect to such series of Securities shall have been appointed by the
Company and shall have accepted such appointment. In the event the Trustee shall
not be or shall cease to be Security Registrar with respect to a series of
Securities, it shall have the right to examine the Security Register for such
series at all reasonable times. There shall be only one Security Register for
each series of Securities.

     Upon surrender for registration of transfer of any Registered Security of
any series at the Office or Agency of the Company in a Place of Payment for
Securities of that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and tenor,
containing identical terms and provisions, bearing a number not
contemporaneously outstanding.


                                      -29-
<PAGE>   40
     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, any authorized
denominations and of a like aggregate principal amount and tenor, containing
identical terms and provisions, upon surrender of the 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.

     If, but only if, permitted by the applicable Board Resolution and set forth
in the applicable Officers' Certificate, or in any indenture supplemental
hereto, with respect to Securities of any series, at the option of the Holder,
Bearer Securities of such series may be exchanged for Registered Securities of
such series containing identical terms, denominated as authorized in or pursuant
to this Indenture and in the same aggregate principal amount, upon surrender of
the Bearer Securities to be exchanged at any Office or Agency for such series,
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
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 is
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 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 1002, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (a) any Regular Record
Date and before the opening of business at such Office or Agency on the relevant
Interest Payment Date, or (b) 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, shall 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 shall be


                                      -30-
<PAGE>   41
payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture.

     If provided in or pursuant to this Indenture with respect to Securities of
any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

     Whenever any Securities are surrendered for exchange as contemplated by the
immediately preceding two paragraphs, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
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 or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 306, 906 or 1107, not involving any transfer
and other than exchanges of interests in Book-Entry Securities for definitive
Securities pursuant to the second succeeding paragraph.

     Except as otherwise provided in or pursuant to this Indenture, neither the
Company nor the Trustee shall be required (a) to issue, register the transfer of
or exchange Securities of any series, if such Security may be among those
selected for redemption, during a period beginning at the opening of business 15
days before selection of the Securities of that series to be redeemed under
Section 1103 and ending at the close of business on (i) if such Securities are
issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (ii) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption; (b)
to register the transfer of or exchange any Registered Security, or portion
thereof, so selected for redemption in whole or in part,


                                      -31-
<PAGE>   42
except in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed; (c) to exchange any Bearer Security so
selected for redemption except, to the extent provided with respect to such
Bearer Security, that such Bearer Security shall be simultaneously surrendered
for redemption with written instruction for payment consistent with the
provisions of this Indenture; or (d) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not so repaid.

     Notwithstanding the foregoing, no Book-Entry Security shall be registered
for transfer or exchange, or authenticated and delivered, whether pursuant to
this Section, Sections 304, 306, 906 or 1107 or otherwise, in the name of a
Person other than the Depositary for such Book-Entry Security or its nominee
until (a) the Depositary with respect to a Book-Entry Security notifies the
Company that it is unwilling or unable to continue as Depositary for such
Book-Entry Security or the Depositary ceases to be a clearing agency registered
under the Exchange Act and no successor Depositary for such Securities shall
have been appointed within 90 days of such notification or of the Company
becoming aware of the Depositary ceasing to be so registered, as the case may
be; (b) the Company, in its sole discretion, executes and delivers to the
Trustee a Company Order that all Book-Entry Securities of such series shall be
so transferable and exchangeable; (c) there shall have occurred and be
continuing an Event of Default with respect to the Securities of such series; or
(d) upon the occurrence of such other condition as may be established as
contemplated by Section 301 for Securities of such series. Upon the occurrence
in respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clauses (a), (b), (c) or (d) of the preceding sentence,
the Company shall without unnecessary delay deliver to the Trustee certificated
Securities of such series in such form and denominations as are required by or
pursuant to this Indenture, containing identical terms and in aggregate
principal amount equal to the aggregate principal amount of such Book-Entry
Securities and shall cause the Trustee to authenticate and deliver such
certificated Securities to such Persons as the Depositary with respect to such
series shall direct.

     Except as provided in the preceding paragraph, any Security authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, any Book-Entry Security, whether pursuant to this Section, Section 304, 306,
906 or 1107 or otherwise, shall also be a Book-Entry Security and bear the
legend specified in Section 203.

     Subject to the second preceding paragraph, if the Securities are Book-
Entry Securities, the Depositary or its nominee, as registered owner of a
Book-Entry Security, shall be the Holder of such Book-Entry Security for all
purposes under this Indenture, and owners of beneficial interests in a Book-
Entry Security shall hold such interests pursuant


                                      -32-
<PAGE>   43
to the applicable procedures of the Depositary. Accordingly, any such owner's
beneficial interest in a Book-Entry Security will be shown only on, and the
transfer of such interest shall be effected only through, records maintained by
the Depositary or its nominee.

     If any beneficial owner of an interest in a Book-Entry Security is entitled
to exchange such interest for Securities of such series of like tenor, terms and
principal amount and which are not Book-Entry Securities, whether pursuant to
the third preceding paragraph or as otherwise specified as contemplated by
Section 301 and provided that any applicable notice provided in the Book-Entry
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such Book-Entry Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such Book-Entry
Security shall be surrendered by the Depositary or such depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such Book-Entry
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor and terms as the
portion of such Book-Entry Security to be exchanged which, unless the Securities
of the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities to be
redeemed and ending on the relevant Redemption Date if the Security for which
exchange is required may be among those selected for redemption; and provided,
further, that no Bearer Security delivered in exchange for a portion of a
Book-Entry Security shall be mailed or otherwise delivered to any location in
the United States. If a Registered Security is issued in exchange for any
portion of a Book-Entry Security after the close of business at the Office or
Agency where such exchange occurs on (a) any Regular Record Date and before the
opening of business at such Office or Agency on the relevant Interest Payment
Date or (b) any Special Record Date and before the opening of business at such
Office or Agency on the related proposed date for payment of Defaulted Interest;
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 such Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
Person to whom interest in respect of such portion of such Book-Entry Security
is payable in accordance with the provisions of this Indenture.



                                      -33-
<PAGE>   44
                  Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of each of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security, with Coupons appertaining thereto corresponding to the
Coupons, if any, of the same series and of like tenor, terms and principal
amount and bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to the surrendered Security.

     If there shall be delivered to the Trustee (a) evidence to their
satisfaction of the destruction, loss or theft of any Security or Coupon and (b)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a bona
fide purchaser, the Company shall execute and, upon the Company's request, 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 new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with Coupons
corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

     Notwithstanding the provisions of the previous two paragraphs, 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, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest 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.



                                      -34-
<PAGE>   45
     Every new Security of any series, together with any Coupons appertaining
thereto, issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security, or in exchange for the 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 Coupons appertaining thereto 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 series and Coupons, if any, duly issued hereunder.

     The provisions of this Section, as amended or supplemented pursuant to this
Indenture with respect to particular Securities or generally, 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 307.  Payment of Interest; Interest Rights Preserved.

     Except as otherwise established as contemplated by Section 301 with respect
to any Securities of any series, interest 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; provided, however, that each installment of
interest on any Registered Security may at the Company's option be paid by (a)
mailing a check for such interest, payable to or upon the written order of the
Person entitled thereto pursuant to Section 308, to the address of such Person
as its appears on the Security Register, or (b) wire transfer to an account
maintained by the payee located inside the United States.

     Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States. Unless otherwise provided in or pursuant to
this Indenture, in case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business at
an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date therefor, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

     Except as otherwise established as contemplated by Section 301 with respect
to Securities of any series, any interest on any Registered Security which is
payable, but is



                                      -35-
<PAGE>   46
not punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in paragraph (a) or (b) below:

              (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Registered Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Registered Security and the date
         of the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money in cash 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 provided in this clause. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall not be 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 Securities at his address as it appears in the
         Security Register, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so mailed, such Defaulted
         Interest shall be paid to the Persons in whose names such 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 (b). In case a Bearer Security
         is surrendered at the Office or Agency for such Security in exchange
         for a Registered Security after the close of business at such Office or
         Agency on any Special Record Date and before the opening of business at
         such Office or Agency on the related proposed date for payment of
         Defaulted Interest, such Bearer Security shall be surrendered without
         the Coupon relating to such Defaulted Interest and Defaulted Interest
         shall not be payable on such proposed date of payment in respect of the
         Registered Security issued in exchange for such Bearer Security, but
         shall be payable only to the Holder of such Coupon when due in
         accordance with the provisions of this Indenture.


                                      -36-
<PAGE>   47
              (b) The Company may pay any Defaulted Interest on the Securities
         of any series in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee of the proposed
         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

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

                  Section 308. Persons Deemed Owners.

     Prior to due presentment of a 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 Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 305 and 307) any interest on such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall 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 or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
neither the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

     No owner of any beneficial interest in any Book-Entry Security held on its
behalf by a Depositary shall be deemed the Holder of, or have any direct rights
with respect to such Book-Entry Security for any purpose under this Indenture.
None of the Company, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Book-Entry
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     Notwithstanding the foregoing, with respect to any Book-Entry Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any Depositary, as a Holder, with respect to
such Book-Entry Security or


                                      -37-
<PAGE>   48
impair, as between such Depositary and owners of beneficial interests in such
Book-Entry Security, the operation of customary practices governing the exercise
of the rights of such Depositary (or its nominee) as Holder of such Book-Entry
Security.

                  Section 309. Cancellation.

     All Securities and Coupons surrendered for payment, redemption, repayment
at the option of the Holder, registration of transfer or exchange, conversion,
or for credit against any sinking fund payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities and any Coupons so delivered shall
be promptly canceled by the Trustee. If the Company shall so acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

                  Section 310. Computation of Interest.

     Except as otherwise established as contemplated by Section 301 in respect
of Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                  Section 401.  Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Order cease to be of further effect
with respect to Securities of any series specified in such Company Order and any
Coupons appertaining thereto (except as to any surviving rights as provided in
the last paragraph of this Section 401 and rights to receive the principal,
premium, if any, interest, if any, and Additional Amounts, if any, with respect
to Securities of such series), and the Trustee, upon receipt of Company Order,
and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series,
when


                                      -38-
<PAGE>   49
              (a) either

                  (i) all Securities of such series theretofore authenticated
         and delivered and all Coupons appertaining thereto (other than (A)
         Coupons appertaining to Bearer Securities of such series surrendered in
         exchange for Registered Securities of such series and maturing after
         such exchange whose surrender is not required or has been waived as
         provided in Section 305; (B) Securities and Coupons of such series
         which have been destroyed, lost or stolen and which have been replaced
         or paid as provided in Section 306; (C) Coupons appertaining to
         Securities and Coupons of such series called for redemption and
         maturing after the relevant Redemption Date whose surrender has been
         waived as provided in Section 1106; and (D) Securities and Coupons of
         such series for whose payment money has theretofore been deposited in
         trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         Section 1003) have been delivered to the Trustee for cancellation; or

                  (ii) all Securities of such series and in the case of (A) or
         (B) below, if applicable, any Coupons appertaining thereto, not
         theretofore delivered to the Trustee for cancellation

                           (A) have become due and payable, or

                           (B) will become due and payable at their Stated
                      Maturity within one year, or

                           (C) 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,

         and the Company, in the case of (A), (B) or (C) above, has irrevocably
         deposited or caused to be deposited with the Trustee as trust funds in
         trust for such purpose money in the Currency in which such Securities
         are payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to, such Securities and any Coupons appertaining
         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 thereof, as the case may be;


                                      -39-
<PAGE>   50
              (b) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

     In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

     Notwithstanding the satisfaction and discharge of this Indenture with
respect to Securities of any series pursuant to this Section 401, (a) the
obligations of the Company to the Trustee under Section 607, (b) the
obligations of the Company to any Authenticating Agent under Section 614, (c) if
money shall have been deposited with the Trustee pursuant to subclause (ii) of
clause (a) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003, in each case with respect to such Securities
and (d) the obligations of the Company and the Trustee with respect to the
Securities of such series under Section 305, 306, 402, 1002 and 1003, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1007, with respect to any rights of the
Holders of such Securities to require the Company to repay such Securities as
contemplated by Section 1301, and with respect to any rights of the Holders to
convert or exchange such Securities into Common Stock or other securities, shall
survive.

                  Section 402.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all cash
deposited with the Trustee pursuant to Section 401, shall be held in trust and
applied by it, in accordance with the provisions of the Securities of the
relevant series, the Coupons, if any, appertaining thereto, and this Indenture,
to the payment, either directly or through any Paying Agent (other than the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any), interest and
Additional Amounts for whose payment such cash has been deposited with or
received by the Trustee, but such cash need not be segregated from other funds
except to the extent required by law.


                                      -40-
<PAGE>   51
                                  ARTICLE FIVE

                                    REMEDIES

                  Section 501.  Events of Default.

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental Indenture, Board Resolution or Officers' Certificate establishing
the terms of such series pursuant to Section 301 of this Indenture:

              (a) default in the payment of principal of or premium, if any, on,
         any Security of that series when due (whether at Stated Maturity, on
         any Redemption Date or Repayment Date or otherwise); or

              (b) default in the payment of any interest on, or any Additional
         Amounts payable in respect of, any Security of that series or any
         Coupon appertaining thereto as and when the same shall become due and
         payable, and the continuance of such default for a period of 30 days;
         or

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

              (d) default in the performance or breach of any covenant or
         agreement of the Company in this Indenture (other than any such default
         or breach which is elsewhere in this Section specifically dealt with or
         which is included herein solely for the benefit of a series of
         Securities other than that series), and continuance of such default or
         breach 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 that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

              (e) default under any bond, debenture, note, mortgage, indenture
         or other instrument under which there may be issued or by which there
         may be secured or evidenced any indebtedness for money borrowed for
         which the Company or a Significant Subsidiary is directly responsible
         or liable as obligor or guarantor having an aggregate principal amount
         outstanding of at least $50,000,000, whether such indebtedness exists
         at the date of this Indenture or shall thereafter be created,


                                      -41-
<PAGE>   52
         which default shall have resulted in such indebtedness being declared
         due and payable prior to the date on which it would otherwise have
         become due and payable, without such indebtedness being discharged or
         such acceleration having been rescinded or annulled; or

              (f) the entry by a court having jurisdiction in the premises of
         (i) a decree or order for relief in respect of the Company or a
         Significant Subsidiary in an involuntary case or proceeding under any
         applicable bankruptcy, insolvency, reorganization or other similar law
         or (ii) a decree or order adjudging the Company or such Significant
         Subsidiary a bankrupt or insolvent, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or such Significant Subsidiary or of any
         substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         effect for a period of 60 consecutive days;

              (g) the commencement by the Company or a Significant Subsidiary of
         a voluntary case or proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the written
         consent by it to the entry of a decree or order for relief in respect
         of the Company or a Significant Subsidiary, as the case may be, in an
         involuntary case or proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law, or the written consent
         by it to the filing or commencement of any case or proceeding in
         respect of the Company or a Significant Subsidiary under any applicable
         bankruptcy, insolvency, reorganization or other similar law, or the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or of any substantial part of its property, or the
         making by it of an assignment for the benefit of creditors, or the
         admission by it in writing of its inability to pay its debts generally
         as they become due; or

              (h) any other Event of Default established as contemplated by
         Section 301 with respect to Securities of that series.

                  Section 502. Acceleration of Maturity; Rescission and
Annulment.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the principal of
(or, if any of the Securities of that series are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof) and accrued interest on all
of the Securities of that series to be immediately due


                                      -42-
<PAGE>   53
and payable by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) and interest shall become 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 judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

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

                     (i) all interest on the Securities of that series and any
                  Coupons appertaining thereto which has become due otherwise
                  than by such declaration of acceleration and any Additional
                  Amounts with respect thereto,

                     (ii) the principal of (and premium, if any, on) the
                  Securities of that series which has become due otherwise than
                  by such declaration of acceleration,

                     (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue principal of, premium and
                  interest, if any, on and Additional Amounts, if any, with
                  respect to the Securities of such series at the rate or rates
                  prescribed therefor in such Securities or this Indenture (it
                  being understood that, if no rate of interest on overdue
                  amounts is specifically provided, then any such overdue
                  principal, premium, interest and Additional Amounts shall, to
                  the extent lawful, bear interest at the rate of interest borne
                  by such Securities), and

                     (iv) all amounts owing the Trustee pursuant to Section 607
                  in respect of Securities of that series; and

              (b) all Events of Default with respect to Securities of that
         series, other than the non-payment of the principal of, premium and
         interest, if any, of Securities of that series which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 513.

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


                                      -43-
<PAGE>   54
                  Section 503.  Collection of Indebtedness and Suits for
                                Enforcement by Trustee.

     The Company covenants that if

              (a) default is made in the payment of any interest on, or any
         Additional Amounts payable in respect of any Security or any Coupon
         appertaining thereto when such interest or Additional Amounts, as the
         case may be, becomes due and payable and such default continues for a
         period of 30 days; or

              (b) default is made in the payment of the principal of or premium,
         if any, on any Security when due (whether at Stated Maturity, on any
         Redemption Date or Repayment Date or otherwise,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and any Coupons appertaining thereto, the whole
amount then due and payable on such Securities and any Coupons appertaining
thereto for principal and any premium and interest and Additional Amounts and,
to the extent that payment of such interest shall be legally enforceable,
interest and Additional Amounts on any overdue principal, premium, interest, and
Additional Amounts at the rate or rates prescribed therefor in such Securities
(it being understood, that if no rate of interest on overdue amounts is
specifically provided, then any such overdue principal, premium, interest and
Additional Amounts shall, to the extent lawful, bear interest at the rate of
interest borne by such Securities), and, in addition thereto, such further
amount as shall be sufficient to cover the amounts due the Trustee pursuant to
Section 607 in respect of such Securities.

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

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series and any
Coupons appertaining thereto 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 enforce
any other proper remedy.



                                      -44-
<PAGE>   55
                  Section 504.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of any Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

              (a) to file and prove a claim for the whole amount, or such lesser
         amount as may be provided for in the Securities of any series, of
         principal, and premium, if any, interest and Additional Amounts owing
         and unpaid in respect of such Securities and any Coupons and to file
         such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee pursuant to Section 607 and of
         the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official), in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay the Trustee any amount due it pursuant to Section 607.

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

                  Section 505.  Trustee May Enforce Claims Without Possession of
                                Securities.

     All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or Coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the amounts due
the Trustee pursuant to Section 607, be for the ratable benefit

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<PAGE>   56
of the Holders of the Securities or Coupons in respect of which such judgment
has been recovered.

                  Section 506.  Application of Money Collected.

     Any money collected by the Trustee pursuant to this Article or otherwise
on behalf of the Holders or the Trustee pursuant to this Article or through any
proceeding or any arrangement or restructuring in anticipation or in lieu of any
proceeding contemplated by this Article shall be applied, subject to applicable
law, in the following order, at the date or dates fixed by the Trustee and, in
the case of the distribution of such money on account of principal or any
premium, interest or Additional Amounts, upon presentation of the Securities or
Coupons, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

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

     SECOND: Solely in the case of any money collected in respect of
Subordinated Securities, to the payment of amounts then due and unpaid to the
Holders of the applicable Senior Indebtedness to the extent required pursuant to
the subordination provisions relating to such Subordinated Securities:

     THIRD: To the payment of the amounts then due and unpaid for principal of
and any premium, interest and Additional Amounts payable on the Securities and
any Coupons appertaining thereto in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any
kind, according to the amounts due and payable on such Securities and Coupons
for principal and any premium interest and Additional Amounts, respectively; and

     FOURTH: To the payment of the remainder, if any, to the Company.

                  Section 507.  Limitation on Suits.

     Subject to Section 508, 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

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

              (b) the Holders of not less than 25% in principal amount of the
         Outstanding Securities of that series shall have made written request
         to the Trustee


                                      -46-
<PAGE>   57
         to institute proceedings in respect of such Event of Default in its
         own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security 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 of Securities of another series 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 508. Unconditional Right of Holders to Receive
                              Principal, Premium, if any, and Interest and
                              Additional Amounts, if any.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or Coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 305
and 307) any interest on or any Additional Amounts with respect to such Security
or such Coupon, as the case may be, on the respective Maturity or Maturities
expressed in such Security and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

                  Section 509. Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, 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.


                                      -47-
<PAGE>   58
                  Section 510. Rights and Remedies Cumulative.

     To the extent permitted by applicable law, except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities or Coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

                  Section 511.  Delay or Omission Not Waiver.

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

                  Section 512.  Control by Holders.

     The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

              (a) such direction shall not be in conflict with any rule of law
         or with this Indenture or with the Securities of any series or be
         unduly prejudicial to Holders of Securities of such series not joining
         therein, and

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

                  Section 513.  Waiver of Past Defaults.

     Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series and any Coupons appertaining
thereto waive any past default hereunder with respect to such series and its
consequences, except a default


                                      -48-
<PAGE>   59
              (a) in the payment of the principal of or any premium or interest
         on, or any Additional Amounts with respect to, any Security of such
         series, or

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

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

                  Section 514.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security of any
series by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee in respect of the Securities of such
series, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Company or the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of such series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, or Additional Amounts, if
any, with respect to any Security on or after the respective Maturities
expressed in such Security (including, in the case of redemption, on or after
the Redemption Date and, in the case of repayment, on or after the Repayment
Date) or for the enforcement of the right, if any, to convert or exchange any
Security into Common Stock or other securities in accordance with its terms).

              Section 515. Waiver of Usury, Stay or Extension Laws.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will


                                      -49-
<PAGE>   60
suffer and permit the execution of every such power as though no such law had
been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

                  Section 601.  Certain Duties and Responsibilities.

     The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act and this Indenture. The Trustee shall be under no
obligation, subject to the duty of the Trustee during a default to act with the
required standard of care, to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders of Securities of any
series, unless such Holders shall have offered the Trustee reasonable security
or indemnity against costs, expenses and liabilities which might be incurred by
it in compliance with such request. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.

                  Section 602.  Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit to all Holders of
Securities of such series, in the manner and to the extent provided in Trust
Indenture Act Section 313(c), notice of such default hereunder, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Security of such
series, or in the payment of any sinking fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
committee of Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Holders of the
Securities and Coupons of such series; and provided, further, that in the case
of any default of the character specified in Section 501(d) with respect to
Securities of such series, no notice to Holders shall be given until at least 60
days after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to the Securities of such series.
Subject to Trust Indenture Act Section 315(b), the Trustee shall not be deemed
to have, or be required to take, notice of any default or Event of Default
(other than a default described in paragraph (a), (b), or (c) of Section 501)
except upon (a) written notification from the Company or (b) written
notification from a Holder and, in the absence of such notice, the Trustee may
conclusively presume that there is no default or Event of Default except as
aforesaid.


                                      -50-
<PAGE>   61
Subject to Section 601 of this Indenture, such notification shall not be deemed
to include receipt of information obtained in any report or other documents
furnished under Section 704 of this Indenture, which reports and documents the
Trustee shall have no duty to examine.

                  Section 603.  Certain Rights of Trustee.

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

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

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security, together with any Coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 303 which shall be
evidenced as provided therein) and any resolution of the Board of Directors may
be sufficiently evidenced by a Board Resolution;

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

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

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

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice,


                                      -51-
<PAGE>   62
request, direction, consent, order, bond, debenture, note, coupon, other
evidence of indebtedness or other paper or document;

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

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

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

     (j) in the absence of bad faith on its part, the Trustee may conclusively
rely on the statements in certificates and opinions furnished to it and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirements of this
Indenture;

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

     (l) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
series, relating to the time, method and place of conducting any proceeding for 
any remedy available to the Trustee, or exercising any trust or power conferred 
upon the Trustee, under this Indenture with respect to the Securities of such 
series; and

     (m) no provision of this Indenture shall require the Trustee to determine
the maximum interest rate permissible under applicable law.


                                      -52-
<PAGE>   63
              Section 604. Not Responsible for Recitals or Issuance of
                           Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, and in any Coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to the Company
are true and accurate subject to the qualifications set forth therein. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

                  Section 605.  May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other Person.

                  Section 606.  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 Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

                  Section 607.  Compensation and Reimbursement.

     The Company agrees

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

              (b) except as otherwise expressly provided herein, to reimburse
         the Trustee and each predecessor Trustee upon its request for all
         reasonable expenses, disbursements and advances incurred or made by it
         in accordance with any provision of this Indenture (including the
         reasonable compensation and the


                                      -53-
<PAGE>   64
         expenses and disbursements of its agents and counsel), except any such
         expense, disbursement or advance as may be attributable to its
         negligence or bad faith; and

              (c) to indemnify the Trustee and each predecessor Trustee for,
         from and against and to hold it harmless against, any loss, liability
         or expense incurred without negligence or bad faith on its part,
         arising out of or in connection with the acceptance or administration
         of the trust or trusts hereunder, including the costs and expenses of
         defending itself against any claim or liability in connection with the
         exercise or performance of any of its powers or duties hereunder;
         provided that the Trustee and each predecessor Trustee shall promptly
         notify the Company of the commencement of any action, or proceeding for
         which it intends to seek indemnity hereunder, will permit the Company
         to conduct the defense thereof on its behalf and will not compromise or
         settle any such action, suit or proceeding without the prior approval
         of the Company.

     The Company's payment obligations pursuant to this Section 607 shall
survive the discharge of this Indenture. When the Trustee renders services or
incurs expenses or makes disbursements or advances after the occurrence of an
Event of Default specified in Section 501(f) or (g), the compensation for such
services and such expenses, disbursements and advances are intended to
constitute expenses of administration under any bankruptcy, insolvency,
reorganization or other similar law.

                  Section 608.  Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

                  Section 609.  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


                                      -54-
<PAGE>   65
              Section 610. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, or any Holder who has been a
bona fide Holder of a Security of the applicable 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.

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

     (d) If at any time:

              (i) the Trustee shall fail to comply with Section 608 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;

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

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

then, in any such case, (A) the Company by or pursuant to Board Resolution may
remove the Trustee with respect to all Securities or the Securities of any
series, or (B) subject to Section 514, any Holder who has been a bona fide
Holder of a Security of any series 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 the Securities of
such series and the appointment of a successor Trustee or Trustees with respect
thereto.


                                      -55-
<PAGE>   66
     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by or pursuant to a
Company Request, Company Order or Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section
611. 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 the 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 611, 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 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
of such appointment shall include the name of the successor Trustee with respect
to the Securities of such series and the address of its Corporate Trust Office.
Notices of resignation, removal and appointment may be combined into a single
notice.

              Section 611. 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 so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring


                                      -56-
<PAGE>   67
Trustee and, subject to Section 1003, 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 each successor Trustee with respect to the Securities of
such one or more series shall execute and deliver an indenture supplemental
hereto wherein each 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, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (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 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
paragraphs (a) and (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
this Article.



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<PAGE>   68
              Section 612. Merger, Conversion, Consolidation or Succession to
                           Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

              Section 613. Preferential Collection of Claims Against Company.

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

              Section 614. Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption or repayment
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. 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 shall at all
times be a bank or trust company or corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to


                                      -58-
<PAGE>   69
act as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee 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 thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee for such series may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall (a) mail written notice of such appointment by first-class
mail, postage prepaid, to all Holders of Registered Securities, if any, of the
series with respect to which such Authenticating Agent will serve, as their
names and addresses appear in the Security Register, and (b) if Securities of
that series are issued as Bearer Securities, publish notice of such appointment
at least once in an Authorized Newspaper in the place where such successor
Authenticating Agent has its principal office if such office is located outside
the United States. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

     If at any time there shall be an Authenticating Agent appointed with
respect to one or more series of Securities, then in lieu of the Trustee's
certificate of authentication, an alternative certificate of authentication
shall be borne by such Securities substantially in the following form:


                                      -59-
<PAGE>   70
                    "TRUSTEE'S CERTIFICATE OF AUTHENTICATION

Dated:

     This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                                     By:______________________,
                                                        as Trustee

                                                     By:______________________,
                                                        as Authenticating Agent

                                                     By:______________________,
                                                        Authorized Signatory"

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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701. Company to Furnish Trustee Names and Addresses of
                      Holders.

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

     (a) semi-annually, not later than 15 days after each Regular Record Date
for Securities of each series at the time Outstanding, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities as of such Regular Record Date, or if there is no Regular
Record Date for interest for such series of Securities, semi-annually, upon such
dates as are set forth in the Board Resolution, Officers' Certificates indenture
supplemental hereto authorizing such series; and


                                      -60-
<PAGE>   71
     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

                  Section 702.  Preservation of Information; Communications to
                                Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

     (c) Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
any disclosure of information as to names and addresses of Holders made pursuant
to the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under the Trust Indenture Act.

                  Section 703.  Reports by Trustee.

     (a) Within 60 days after each May 15, commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit to the Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to Trust Indenture Act
Section 313(a) in the manner provided pursuant to Section 313(c), and such other
reports as may be required under such Act in the manner and at the times
provided pursuant thereto.

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



                                      -61-
<PAGE>   72
                  Section 704.  Reports by Company.

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

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  Section 801.  Company May Consolidate, Etc., Only on Certain
                                Terms.

     The Company shall not consolidate with or merge with or into any other
Person, and the Company shall not sell, lease, assign, transfer or otherwise
convey all or substantially all of its assets to another Person, unless:

     (a) (i) in the case of a merger, the Company shall be the surviving
corporation or (ii) the Person (if other than the Company) surviving the merger,
formed by such consolidation or which acquires such assets shall be an entity
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia, and shall expressly assume the due and
punctual payment of the principal of and any premium and interest on and any
Additional Amounts with respect to all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the other
covenants and conditions of this Indenture and the Securities to be performed or
observed by the Company by an indenture supplemental hereto, complying with
Article Nine hereof, satisfactory to the Trustee, executed and delivered to the
Trustee by such Person; and

     (b) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or the lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing.

              Section 802. Rights and Duties of Successor Corporation.

     In case of any such merger in which the Company is not the surviving
corporation or any such consolidation, sale, lease, assignment, transfer, or
conveyance and upon any such assumption by the successor entity, such successor
entity shall succeed to and be substituted for, and may exercise every right and
power of, the Company under this Indenture and the Securities, with the same
effect as if it had been named herein as the


                                      -62-
<PAGE>   73
party of the first part, and the predecessor Person, except in the event of a
lease, shall be relieved of any further obligation under this Indenture and the
Securities. Such successor entity thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Company and delivered to the Trustee; and, upon the order of such successor
entity, instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Company to the Trustee for authentication, and
any Securities which such successor entity thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All the Securities of any series
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Securities had
been issued at the date of the execution hereof.

     In case of any such merger in which the Company is not the surviving
corporation or any such consolidation, sale, lease, assignment, transfer or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.

                  Section 803.  Officers' Certificate and Opinion of Counsel.

     Any consolidation, merger, sale, conveyance, assignment, transfer or
lease permitted under Section 801 is also subject to the condition that the
Trustee shall have received an Officers' Certificate and an Opinion of Counsel
to the effect that any such consolidation, merger, sale, conveyance, transfer,
assignment or lease, and the assumption by any successor Person, and any such
supplemental indenture, comply with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

              Section 901. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a
Board Resolution (which Board Resolution may provide general terms for such
action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to a Company Order), and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:



                                      -63-
<PAGE>   74
              (a) to evidence the succession of another Person to the Company
         and the assumption by any such successor of the covenants of the
         Company herein and in the Securities as obligor under this Indenture;

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

              (c) to add any additional Events of Default (and if such Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of the Securities of such series);
         provided, however, that in respect of any such additional Events of
         Default such supplemental indenture may provide for a particular period
         of grace after default (which period may be shorter or longer than that
         allowed in the case of other defaults) or may provide for an immediate
         enforcement upon such default or may limit the remedies available to
         the Trustee upon such default or may limit the rights of Holders of a
         majority in aggregate principal amount of that or those series of
         Securities to which such additional Events of Default apply to waive
         such default;

              (d) to add to or change any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the issuance
         of Securities in bearer form, registrable or not registrable as to
         principal, and with or without Coupons, to change or eliminate any
         restrictions on the payment of principal of, any premium or interest on
         or any Additional Amounts with respect to Bearer Securities, to permit
         Bearer Securities to be issued in exchange for Registered Securities,
         to permit Bearer Securities to be exchanged for Bearer Securities of
         other authorized denominations or to permit or facilitate the issuance
         of Securities in uncertificated form, provided that any such action
         shall not adversely affect the interests of the Holders of Securities
         of any series or any Coupons appertaining thereto in any material
         respect;

              (e) to add to, change or eliminate any of the provisions of this
         Indenture in respect of one or more series of Securities, provided that
         any such addition, change or elimination (i) shall neither (A) apply to
         any Security of any series created prior to the execution of such
         supplemental indenture and entitled to the benefit of such provision
         nor (B) modify the rights of the Holder of any such Security with
         respect to such provision or (ii) shall become effective only when
         there is no such Security Outstanding;


                                      -64-
<PAGE>   75
              (f) 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;

              (g) to secure the Securities;

              (h) to supplement any of the provisions of this Indenture to such
         extent as shall be necessary to permit or facilitate the defeasance,
         covenant defeasance or satisfaction and discharge of the Securities of
         any series pursuant to this Indenture; provided that any such action
         shall not adversely affect the interests of the Holders of Securities
         of such series or any other series of Securities or any Coupons
         appertaining thereto in any material respect;

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

              (j) to add a guarantor or guarantors for any series or all series
         of the Securities;

             (k) to comply with the requirements of the Commission in order to
         effect or maintain the qualification of this Indenture under the Trust
         Indenture Act; or

             (l) to establish the form or terms of Securities of any series and
         any related Coupons as contemplated by Sections 201 and 301, including
         the provisions and procedures relating to Securities convertible into
         or exchangeable for Common Stock or other securities, as the case may
         be.

                  Section 902.  Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by Board Resolution (which Board
Resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to a Company Order), and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this


                                      -65-
<PAGE>   76
Indenture or of modifying in any manner the rights of the Holders of Securities
of such series and any related Coupons under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

              (a) change the Stated Maturity of the principal of, or premium, if
         any, or any installment of principal of or interest on any Security, or
         the date, if any, on which any Security is subject to repayment at the
         option of the Holder, or reduce the principal amount thereof or the
         rate of interest thereon or any Additional Amounts with respect thereto
         or any premium payable thereon, or change the obligation of the Company
         to pay Additional Amounts pursuant to Section 1007 (except as
         contemplated by Section 801(a) and permitted by Section 901(a)), or
         reduce the amount of the principal of an Original Issue Discount
         Security or other Security that would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount provable in bankruptcy pursuant to Section 504, or
         change any Place of Payment where or Currency in which any Security or
         any premium or interest on, or any Additional Amounts with respect to
         any Security is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Maturity thereof (as
         such Maturity, may be extended, if applicable, in accordance with the
         terms of such Security or Coupon appertaining thereto), or

              (b) reduce the percentage in principal amount of the Outstanding
         Securities of any series, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver with respect to such series (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) provided for in this Indenture, or reduce the
         requirements of Section 1504 for quorum or voting, or

              (c) modify any of the provisions of this Section, Section 513 or
         Section 1006, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Outstanding Security affected
         thereby.

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

     A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of the Securities of one or more particular series, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed


                                      -66-
<PAGE>   77
not to affect the rights under this Indenture of the Holders of Securities of
any other series.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplement hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

              Section 903. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) 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 904. Effect of Supplemental Indentures.

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

              Section 905. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act, as then in effect at the
time of execution thereof.

              Section 906. Reference in Securities to Supplemental Indentures.

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article 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 of any series


                                      -67-
<PAGE>   78
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 of such series.

              Section 907. Notice of Supplemental Indentures.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Security affected,
in the manner provided for in Section 106, setting forth in general terms the
substance of each supplemental indenture.

                                   ARTICLE TEN

                                    COVENANTS

                  Section 1001.  Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of the Holders of
Securities of each series that it will duly and punctually pay the principal of
(and premium, if any) and interest on and any Additional Amounts payable in
respect or the Securities of that series in accordance with the terms of the
Securities of that series, any Coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by Section 301 with respect to any
series of Securities, any interest due on and any Additional Amounts payable in
respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several Coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

                  Section 1002.  Maintenance of Office or Agency.

     If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for the Securities of that series
an Office or Agency where Securities of that series may be presented or
surrendered for payment or, if applicable, conversion, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. If Securities of a series are issuable
as Bearer Securities, the Company shall maintain, subject to any laws or
regulations applicable thereto, an Office or Agency in a Place of Payment for
such


                                      -68-
<PAGE>   79
series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment or, if applicable, conversion; provided, however, that if the Securities
of such series are listed on the London Stock Exchange or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company shall maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of 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, except that Bearer Securities or such series and any
Coupons appertaining thereto may be presented and surrendered for payment at the
place specified for the purpose with respect to such Securities as provided in
or pursuant to this Indenture, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.

     Except as otherwise provided in or pursuant to this Indenture, no payment
of principal, premium, interest or Additional Amounts with respect to Bearer
Securities shall be made at any Office or Agency in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Securities may be made at the Corporate Trust Office of
the Trustee or its agent or any Office or Agency designated by the Company in
the Borough of Manhattan, The City of New York, if, but only if, payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such 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 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 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 provided in or pursuant to this Indenture, the Company
hereby designates as the Place for Payment of each series of Securities the
Borough of Manhattan, The City of New York, and initially appoints the Corporate
Trust


                                      -69-
<PAGE>   80
Office of the Trustee or its agent as the Company's Office or Agency in the
Borough of Manhattan, The City of New York for such purpose and as Security
Registrar. The Company may subsequently appoint a different Office or Agency in
the Borough of Manhattan, The City of New York and a different Security
Registrar for the Securities of any series.

              Section 1003. Money for Securities Payments to Be Held in Trust.

     If the Company shall at any time act as its own Paying Agent with respect
to the Securities of any series, it will, before 9:00 A.M. (Arizona time) on
each due date of the principal of or any premium or interest on, or any
Additional Amounts with respect to, any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the Currency or Currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal and any premium and
interest or Additional Amounts so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for the
Securities of any series and any related Coupons, it will, on or prior to each
due date of the principal of or any premium or interest on, or any Additional
Amounts with respect to, any Securities of that series, deposit with a Paying
Agent a sum (in the Currency or Currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series)) sufficient to pay such amount, such sum to be
held in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

     The Company will cause each Paying Agent for the Securities of any series,
other than the Trustee, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (a) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent; (b) give the Trustee
notice of any default by the Company (or any other obligor upon the Securities
of such series) in the making of any payment of principal of (or premium, if
any) or interest, if any, on the Securities of such series; and (c) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.


                                      -70-
<PAGE>   81
     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on or any Additional Amounts with respect to any Security of any series
or any Coupon appertaining thereto and remaining unclaimed for two years after
such principal, premium or interest or Additional Amount has become due and
payable shall be paid to the Company upon Company Request, or (if then held by
the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once in an Authorized Newspaper in
each Place of Payment for such series or mailed to Holders of Registered
Securities entitled to such money 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 or mailing, any unclaimed balance of such money
then remaining will be repaid to the Company.

                  Section 1004.  Corporate Existence.

         Subject to Article Eight, the Company shall, with respect to itself and
each of its Significant Subsidiaries, do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and related rights and franchises (charter and statutory); provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors of the Company shall determine that the preservation
thereof is no longer necessary or desirable in the conduct of the business of
the Company; and provided, further, however, that the foregoing shall not
prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in
compliance with the terms of this Indenture.

                  Section 1005.  Statement as to Compliance.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, a written
statement (which need not be contained in or accompanied by an Officers'
Certificate) signed by the principal


                                      -71-
<PAGE>   82
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating whether or not, to the best of his or her
knowledge, the Company is in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which he or she may have knowledge.

                  Section 1006.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 1005 with respect to the Securities
of any series or with the covenants established as contemplated by Section 301
with respect to the Securities of any series, except to the extent the terms of
such Securities established as contemplated by Section 301 make this Section
1006 inapplicable to any such term, provision or condition of any such covenant,
if before or after (subject to Section 502) the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                  Section 1007.  Additional Amounts.

     If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts, if applicable, in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

     Except as otherwise provided in or pursuant to this Indenture or the
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to such series of Securities (or if the Securities of such series
shall not bear interest prior to Maturity, the


                                      -72-
<PAGE>   83
first day on which a payment of principal or premium is made), and at least 10
days prior to each date of payment of principal or premium or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying agents
whether such payment of principal of and premium, if any, or interest, if any,
on the Securities of such series shall be made to Holders of Securities of such
series or the Coupons appertaining thereto who are not United States persons
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of such series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons, and the Company agrees to pay to the Trustee
or such Paying Agent the Additional Amounts required by the terms of such
Securities. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  Section 1101.  Applicability of Article.

     Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms established as
contemplated by Section 301 and (except as otherwise expressly established as
contemplated by Section 301 in respect of Securities of such series) in
accordance with this Article.

                  Section 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or by action taken pursuant to a Board Resolution. In case of
any redemption at the election of the Company of less than all the Securities of
any series, the Company shall, at least 45 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall


                                      -73-
<PAGE>   84
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

              Section 1103. Selection by Trustee of Securities to Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series of a specified tenor and with identical
terms are to be redeemed), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.

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

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

     Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted or exchanged for Common Stock or other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted or exchanged during a selection of
Securities to be redeemed shall be treated by the Trustee as Outstanding for the
purpose of such selection.

              Section 1104. Notice of Redemption.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register. Failure to give notice by mailing in the manner herein
provided to the Holder of any Registered Securities designated for redemption as
a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other
Securities or portion thereof.


                                      -74-
<PAGE>   85
     Any notice that is mailed to the Holder of any Registered Securities in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not such Holder receives the notice.

     All notices of redemption shall state:

              (a) the Redemption Date,

              (b) the Redemption Price,

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

              (d) in the case of a Security to be redeemed in part, the
         principal amount of such Security to be redeemed and that after the
         Redemption Date upon surrender of such Security, the holder will
         receive, without a charge, a new Security or Securities in the
         aggregate principal amount equal to the unredeemed portion thereof.

              (e) that on the Redemption Date the Redemption Price will become
         due and payable upon each such Security to be redeemed and, if
         applicable, that interest thereon will cease to accrue on and after
         said date,

              (f) the place or places 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 of the Redemption Price and , if applicable, any accrued
         interest and Additional Amounts pertaining thereto,

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

              (h) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all Coupons maturing subsequent to the date fixed for
         redemption or 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,

              (i) if Bearer Securities of any series are to be redeemed and any
         Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 305 or
         otherwise, the last date, as determined by the Company, on which such
         exchanges may be made,


                                      -75-
<PAGE>   86
              (j) in the case of Securities of any series that are convertible
         or exchangeable into Common Stock or other securities, the conversion
         or exchange price or rate, the date or dates on which the right to
         convert or exchange the principal of the Securities of such series to
         be redeemed will commence or terminate, as applicable, and the place or
         places where such Securities may be surrendered for conversion or
         exchange, and

              (k) the CUSIP number of such Securities, if any (or any other
         numbers used by a Depositary to identify such Securities.

     A notice of redemption given or published as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.

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

                  Section 1105.  Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money, in the Currency or Currencies in which the Securities of such series are
payable, sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on all the
Securities which are to be redeemed on that date.

                  Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest, if any) such Securities shall, if the same were interest-bearing,
cease to bear interest and the Coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security and any Coupons appertaining
thereto for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with, unless otherwise
provided in or pursuant to the Indenture, any accrued and unpaid interest to the
Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as provided in Section 1002), and provided, further, that,


                                      -76-
<PAGE>   87
except as otherwise provided in or pursuant to this Indenture or the Registered
Securities of any series, installments of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Registered Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Regular Record Dates according to their
terms and the provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price, or, at the option of the
Company, after payment to the Trustee for the benefit of the Company of, an
amount equal to the face amount of all such missing Coupons, or the surrender of
such missing Coupons may be waived by the Company and the Trustee if there is
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 the Trustee or any Paying Agent any such missing Coupons 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 any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 1002.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, if no rate of interest on overdue amounts is prescribed in such
Security, at the rate of interest borne by such Security.

                  Section 1107.  Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Registered
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                      -77-
<PAGE>   88
                                 ARTICLE TWELVE

                                  SINKING FUNDS

                  Section 1201.  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 301 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. 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 and this Indenture.

                  Section 1202.  Satisfaction of Sinking Fund Payments with
                                 Securities.

     The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series (a) deliver
Outstanding Securities of a series (other than any previously called for
redemption or which have been surrendered for repayment at the option of the
Holders) together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (b) apply as a credit Securities of
such 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, as
provided for by the terms of such series; provided that such Securities so
delivered or applied as a credit 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 so delivered or applied as a
credit for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

                  Section 1203.  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 in the Currency or Currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the


                                      -78-
<PAGE>   89
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 , and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified. Not less than 30 and
not more than 60 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 1103 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 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                  Section 1301.  Applicability of Article.

                  Securities of any series which are repayable at the option of
the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be canceled. Notwithstanding anything to the contrary contained in
this Section 1301, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
Repayment Date an amount not less than the Repayment Price payable by the
Company on repayment of such Securities, together with, if applicable, accrued
interest thereon, and the obligation of the Company to pay the Repayment Price
of such Securities shall be satisfied and discharged to the extent such payment
is so paid by such purchasers.



                                      -79-
<PAGE>   90
                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                 Section 1401. Applicability of the Article; Company's
                               Obligation to Effect Defeasance or Covenant
                               Defeasance.

     Unless otherwise provided pursuant to Section 301, provision is hereby made
for either or both of (a) defeasance of the Securities of or within a series
under Section 1402 or (b) covenant defeasance of the Securities of or within a
series under Section 1403, then the provision of the Section or Sections, as the
case may be, together with other provisions of this Article (with such
modifications thereto as may be specified pursuant to Section 301 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 1402 (if applicable) or Section 1403 (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 1402. Defeasance and Discharge.

     Upon the Company's exercise of the above option applicable to this Section
with respect to any Securities of or within a series, the Company shall be
deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any Coupons appertaining thereto on the date the
conditions set forth in Section 1404 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 Outstanding
Securities and any Coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purpose of Section 1405 and other
Sections of this Indenture referred to in clauses (a) and (b) of this Section,
and to 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 execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
herein: (a) the rights of Holders of such Outstanding Securities and any Coupons
appertaining thereto to receive, solely from the trust funds described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest, if any, on and such
Additional Amounts, if any, with respect to such Securities and any Coupons
appertaining thereto when such payments are due, (b) the Company's and the
Trustee's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003 and with respect to payments of Additional Amounts, if any,
on such Securities as


                                      -80-
<PAGE>   91
contemplated by Section 1007, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (d) this Article. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any Coupons appertaining thereto.

              Section 1403. Covenant Defeasance.

     Upon the Company's exercise of the option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under the covenants, if any, specified pursuant to Section
301, with respect to such Outstanding Securities and any Coupons appertaining
thereto on and after the date the conditions set forth in Section 1404 are
satisfied (hereinafter "covenant defeasance"), and such Securities and any
Coupons appertaining thereto shall thereafter be deemed to be not "Outstanding"
for the purpose of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to such
Outstanding 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 other such 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 501(d) or 501(h) 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 1404. Applicability of the Article; Company's Obligation
                            to Effect Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of Section 1402 or
1403 to any Outstanding Securities of or within a series and any Coupons
appertaining thereto:

              (a) the Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 609 who shall agree to comply with the
         provisions of this Article Fourteen) as trust funds in trust for the
         purpose of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         such Securities and any Coupons appertaining thereto, (i) an amount
         sufficient (in such Currency or Currencies in which such Securities and
         any Coupons appertaining thereto, and installments of principal, if
         any, thereof and interest, if any, thereon, are then specified as
         payable at Stated Maturity), (ii) Government Obligations applicable to
         such Securities and Coupons appertaining thereto (determined on the
         basis of the Currency or Currencies in which such Securities and
         Coupons appertaining thereto, and installments of principal, if any,
         thereof and


                                      -81-
<PAGE>   92
         interest, if any, thereon, are then specified as payable at Stated
         Maturity) which through the scheduled payment of principal and interest
         in respect thereof in accordance with their terms will provide not
         later than one day before the due date of any payment of principal of
         (and premium, if any) and interest, if any, on, and Additional Amounts,
         if any, with respect to such Securities and any Coupons appertaining
         thereto, money in an amount, or (iii) a combination thereof, in each
         case in an amount, sufficient in the opinion of a nationally recognized
         firm of independent public accountants or a nationally recognized
         investment banking firm expressed in a written certification thereof
         delivered to the Trustee, to pay and discharge, and which shall be
         applied by the Trustee (or other qualifying trustee) to pay and
         discharge (A) the principal of (and premium, if any), on, interest, if
         any, on, and Additional Amounts, if any, with respect to such
         Outstanding Securities and any Coupons appertaining thereto on the
         Stated Maturity of such principal or installment of principal or
         installment of principal or interest and (B) any mandatory sinking fund
         payments or analogous payments applicable to such Outstanding
         Securities and any Coupons appertaining thereto on the day on which
         such payments are due and payable in accordance with the terms of this
         Indenture and of such Securities and any Coupons appertaining thereto;
         provided that the Trustee shall have been irrevocably instructed to
         apply such money or the proceeds of such Government Obligations to said
         payments with respect to such Securities and any related Coupons.
         Before such a deposit, the Company may give to the Trustee, in
         accordance with Section 1102 hereof, a notice of its election to redeem
         all or any portion of such Outstanding Securities at a future date in
         accordance with the terms of the Securities of such series and Article
         Eleven hereof, which notice shall be irrevocable. Such irrevocable
         redemption notice, if given, 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 under, this Indenture
         or any other material agreement or instrument to which the Company is a
         party or by which it is bound;

              (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit or, insofar as Section 501(e)
         or (f) are concerned, at any time during the period ending on the 91st
         day after the date of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period);


                                      -82-
<PAGE>   93
              (d) In the case of an election under Section 1402, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (ii) since of the date of this
         Indenture, there has been a change in the applicable United States
         federal income tax law or the judicial interpretation thereof by a U.S.
         federal court of competent jurisdiction, in either case to the effect
         that, and based thereon such opinion shall confirm that, Holders of the
         Securities of that series 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 amounts, and in the same manner and at the same times, as
         would have been the case if such defeasance had not occurred;

              (e) In the case of an election under Section 1403, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that Holders of such Outstanding 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, and in the
         same manner and at the same times, as would have been the case if such
         covenant defeasance had not occurred; and

              (f) 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 1402 or the covenant
         defeasance under Section 1403 (as the case may be) have been complied
         with and an Opinion of Counsel to the effect that, as a result of a
         deposit pursuant to subsection (a) above and the related exercise of
         the Company's option under Section 1402 or Section 1403 (as the case
         may be), registration is not required under the Investment Company Act
         of 1940, as amended, by the Company, with respect to the trust funds
         representing such deposit or by the Trustee for such trust funds; and

              (g) Notwithstanding any other provisions of this Section, such
         defeasance or covenant defeasance shall be effected in compliance with
         any additional or substitute terms, conditions or limitations which may
         be established as contemplated by Section 301 in respect of the
         Securities of that series.

              Section 1405. Deposited Money and Government Obligations to Be
                            Held in Trust; Other Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee,


                                      -83-
<PAGE>   94
collectively for purposes of this Section 1405, the "Trustee") pursuant to
Section 1404 in respect of any Outstanding 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 (other than 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 (and premium, if any) and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the extent required
by law.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities pursuant to Section 301, if, after a deposit referred to in Section
1404(a) has been made, (a) the Holder of a Security in respect of which such
deposit was made is entitled to, and does, elect pursuant to Section 301 or the
terms of such Security to receive payment in a Currency other than that in which
the deposit pursuant to Section 1404(a) has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in
which the deposit pursuant to Section 1404(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 (and premium, if any), and interest, if any, on, and
Additional Amounts, if any, with respect to 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 monies, proceeds from Government
Obligations or other property deposited in respect of such Security into the
Currency in which such Security becomes payable as a result of such election or
Conversion Event based on (x) in the case of payments made pursuant to clause
(a) above, the applicable market exchange rate for such Currency in effect on
the second Business Day prior to each payment date, or (y) with respect to a
Conversion Event, the applicable market exchange rate for such Foreign Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge, imposed on or assessed against the Government Obligations
deposited pursuant to this Section 1404 or the principal or interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any Coupons
appertaining thereto.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants or a nationally recognized
investment bank expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof


                                      -84-
<PAGE>   95
which would then be required to be deposited to effect a defeasance or covenant
defeasance, as applicable, in accordance with this Article

                  Section 1406.  Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities and any related Coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; provided, however, that if the Company makes any
payment of principal of (or premium, if any) or interest, if any, on any such
Security or any related Coupon following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee or Paying Agent.

                  Section 1407.  Effect on Subordination Provisions.

     Unless otherwise expressly provided pursuant to Section 301 with respect
to any series of Subordinated Securities, the provisions for subordination of
such Subordinated Securities contemplated by Article Sixteen hereof are hereby
expressly made subject to the provisions for satisfaction and discharge set
forth in Article Four hereof and the provisions for defeasance and covenant
defeasance set forth in this Article Fourteen and, anything herein to the
contrary notwithstanding, upon the effectiveness of such satisfaction and
discharge pursuant to Article Four or any such defeasance or covenant defeasance
pursuant to this Article Fourteen with respect to any Subordinated Securities,
such Subordinated Securities shall thereupon cease to be so subordinated and
shall no longer be subject to the subordination provisions applicable thereto
and, without limitation to the foregoing, all monies, Government Obligations and
other securities or property deposited with the Trustee (or other qualifying
trustee) in trust in connection with such satisfaction and discharge, defeasance
or covenant defeasance, as the case may be, and all proceeds therefrom may be
applied to pay the principal of, premium, if any, and interest, if any, on, and
Additional Amounts, if any, with respect to such Subordinated Securities as and
when the same shall become due and payable notwithstanding the provisions
contemplated by Article Sixteen hereof.


                                      -85-
<PAGE>   96
                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 1501.  Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                  Section 1502.  Call, Notice and Place of Meetings.

         (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in such
place as the Trustee shall determine, or, if Securities of such series have been
issued in whole or in part as Bearer Securities, in London or in such place
outside the United States as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

         (b) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (a) of this Section.

                  Section 1503.  Persons Entitled to Vote at Meetings.

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


                                      -86-
<PAGE>   97
who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting
and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

                  Section 1504.  Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage, which is less than a majority in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the
affirmative vote of the Holders of at least such specified percentage in
principal amount of the Outstanding Securities of that series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of


                                      -87-
<PAGE>   98
Securities of such series and the Coupons appertaining thereto, whether or not
such Holders were present or represented at the meeting.

                  Section 1505.  Determination of Voting Rights; Conduct and
                                 Adjournment of Meetings.

         (a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

         (c) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. If
the Securities of such series are issuable in minimum denominations of less than
$1,000, then a Holder of such a Security in a principal amount of less than
$1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1502 at which a quorum is present may be adjourned from time
to time by


                                      -88-
<PAGE>   99
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.

              Section 1506. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                 ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES

                  Section 1601.  Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security of any
series, by his acceptance thereof, likewise covenants and agrees, that solely to
the extent and in the manner set forth in an indenture supplemental hereto
pursuant to Section 301(u) hereof, the indebtedness represented by the
Securities of such series and the payment of principal of (and premium, if any)
and interest on each or all of the Securities of such series will be expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness.



                                      -89-
<PAGE>   100
                                ARTICLE SEVENTEEN

                        SECURITIES IN FOREIGN CURRENCIES

                  Section 1701.  Applicability of Article.

                  Whenever this Indenture provides for any distribution to
Holders of Securities of any series in which not all of such Securities are
denominated in the same Currency, in the absence of any provision to the
contrary in or pursuant to this Indenture or the Securities of such series, any
amount in respect of any Security denominated in a Currency other than Dollars
shall be treated for any such distribution as that amount of Dollars that could
be obtained for such amount on such reasonable basis of exchange and as of the
record date with respect to Registered Securities of such series, if any, for
such distribution (or, if there shall be no applicable record date, such other
date reasonably proximate to the date of such distribution) as the Company may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

                          ___________________________


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


                                      -90-
<PAGE>   101
     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.

                                             THE DIAL CORPORATION

                                             By:________________________
                                                Name:
                                                Title:

 [CORPORATE SEAL]

Attest:

By:________________________
   Name:
   Title:

                                             Norwest Bank Arizona, N.A., Trustee

                                             By:________________________
                                                Name:
                                                Title:


Attest:

By:________________________
   Name:
   Title:




                                      -91-
<PAGE>   102
STATE OF ARIZONA                            )
                                            )  ss.:

COUNTY OF                                   )

                  On the _______ day of September, 1998, before me personally
came Susan J. Riley, to me known, who, being by me duly sworn, did depose and
say that she is the Senior Vice President and Chief Financial Officer of THE
DIAL CORPORATION, one of the parties described in and which executed the
foregoing instrument; that she knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that she signed her
name thereto by like authority.

                                                     ___________________________
                                                     Name:

Notary Public

State of Arizona

My Commission expires on


                                      -92-
<PAGE>   103
STATE OF ARIZONA                     )
                                     )  ss.:

COUNTY OF                            )

                  On the _______ day of September, 1998, before me personally
came ______________________________, to me known, who, being by me duly sworn,
did depose and say that he/she is ___________________ of Norwest Arizona Bank,
N.A., one of the parties described in and which executed the foregoing
instrument; and that he/she signed his/her name thereto by like authority.

                                                     ___________________________
                                                     Name:

Notary Public

State of Arizona

My Commission expires on

                                      -93-