<PAGE>   1
                                                                    Exhibit 4.2


                                AMERCO, as Issuer



                                       TO



                        The Bank of New York, as Trustee





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


                             Subordinated Indenture
                           Dated as of March ___, 1999


                        --------------------------------
<PAGE>   2
                                     AMERCO

         Certain Sections of this Indenture relating to Sections 310 through
318, inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section                                   Indenture Section

         Section      310(a)(1).............................  609
                      (a)(2)................................  609
                      (a)(3)................................  Not Applicable
                      (a)(4) ...............................  Not Applicable
                      (b)...................................  608
                                                              610
         Section     311(a).................................  613
                     (b)....................................  613
         Section     312(a).................................  701
                                                              702(a)
                     (b)....................................  702(b)
                     (c)....................................  702(c)
         Section     313(a).................................  703(a)
                     (b)....................................  703(a)
                     (c)....................................  703(a)
                     (d)....................................  703(b)
         Section     314(a).................................  704
                     (a)(4).................................  101
                     (b)....................................  Not Applicable
                     (c)(1).................................  102
                     (c)(2).................................  102
                     (c)(3).................................  Not Applicable
                     (d)....................................  Not Applicable
                     (e)....................................  102
         Section     315(a).................................  601
                     (b)....................................  602
                     (c)....................................  601
                     (d)....................................  601
                     (e)....................................  514
         Section     316(a).................................  101
                     (a)(1)(A)..............................  502
                                                              512
                    (a)(1)(B)...............................  513
                    (a)(2)..................................  Not Applicable
                    (b).....................................  508
                    (c).....................................  104(c)
<PAGE>   3
   Section  317     (a)(1)..................................   503
                    (a)(2)..................................   504
                    (b).....................................  1003
   Section  318     (a).....................................   107

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

                                                                        Page

PARTIES..................................................................   1
RECITALS OF THE COMPANY .................................................   1

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      Definitions............................................   1
                  Act      ..............................................   2
                  Affiliate..............................................   2
                  Authenticating Agent...................................   2
                  Board of Directors.....................................   2
                  Board Resolution.......................................   2
                  Book-Entry Security....................................   2
                  Business Day...........................................   2
                  Capital Stock..........................................   2
                  Commission.............................................   2
                  Company  ..............................................   3
                  Company Request........................................   3
                  Consolidated Subsidiary................................   3
                  Corporate Trust Office.................................   3
                  corporation ...........................................   3
                  Debt     ..............................................   3
                  Default  ..............................................   3
                  Defaulted Interest.....................................   3
                  Depository.............................................   3
                  Designated Senior Indebtedness.........................   4
                  Dollars  ..............................................   4
                  Event of Default.......................................   4
                  Exchange Act...........................................   4
                  GAAP     ..............................................   4
                  Holder   ..............................................   4
                  indebtedness for money borrowed .......................   4
                  Indenture..............................................   4
                  Interest ..............................................   4
                  Interest Payment Date..................................   4
                  Issue Date.............................................   4
                  Maturity ..............................................   5
                  Officers' Certificate..................................   5
                  Opinion of Counsel.....................................   5

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Note: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>   5
                  Original Issue Discount Security........................    5
                  Outstanding.............................................    5
                  Paying Agent............................................    6
                  Payment Blockage Period.................................    6
                  Person   ...............................................    6
                  Place of Payment........................................    6
                  Predecessor Security....................................    6
                  Property ...............................................    6
                  Redemption Date.........................................    7
                  Redemption Price........................................    7
                  Regular Record Date.....................................    7
                  Responsible Officer ....................................    7
                  Securities..............................................    7
                  Security Register.......................................    7
                  Senior Indebtedness.....................................    7
                  Special Record Date.....................................    8
                  Stated Maturity.........................................    8
                  Subsidiary..............................................    8
                  Trustee  ...............................................    8
                  Trust Indenture Act.....................................    8
                  U.S. Government Obligations.............................    8
                  Vice President..........................................    8
                  Voting Stock............................................    9
                  Wholly Owned Consolidated Subsidiary....................    9

SECTION 102.      Compliance Certificates and Opinions....................    9
SECTION 103.      Form of Documents Delivered to Trustee..................    9
SECTION 104.      Acts of Holders; Record Dates...........................   10
SECTION 105.      Notices, Etc., to Trustee and Company...................   11
SECTION 106.      Notice to Holders; Waiver...............................   11
SECTION 107.      Conflict with Trust Indenture Act.......................   12
SECTION 108.      Effect of Headings and Table of Contents................   12
SECTION 109.      Successors and Assigns..................................   12
SECTION 110.      Separability Clause.....................................   12
SECTION 111.      Benefits of Indenture...................................   13
SECTION 112.      Governing Law...........................................   13
SECTION 113.      Legal Holidays..........................................   13

                                   ARTICLE TWO
                                 SECURITY FORMS
SECTION 201.      Forms Generally.........................................   13

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      of the Indenture.
<PAGE>   6
<TABLE>
<S>               <C>                                                                                            <C>
SECTION 202.      Form of Face of Security.......................................................................  14
SECTION 203.      Form of Reverse of Security....................................................................  16
SECTION 204.      Form of Legend for Book-Entry Securities.......................................................  20
SECTION 205.      Form of Trustee's Certificate of Authentication................................................  20

                                  ARTICLE THREE
                                 THE SECURITIES
SECTION 301.      Amount Unlimited; Issuable in Series...........................................................  21
SECTION 302.      Denominations..................................................................................  23
SECTION 303.      Execution, Authentication, Delivery and Dating.................................................  23
SECTION 304.      Temporary Securities...........................................................................  25
SECTION 305.      Registration, Registration of Transfer and Exchange............................................  25
SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities...............................................  27
SECTION 307.      Payment of Interest; Interest Rights Preserved.................................................  28
SECTION 308.      Persons Deemed Owners..........................................................................  29
SECTION 309.      Cancellation...................................................................................  29
SECTION 310.      Computation of Interest........................................................................  30
SECTION 311.      Book-Entry System..............................................................................  30
SECTION 312.      CUSIP Numbers..................................................................................  31

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE
SECTION 401.      Satisfaction and Discharge of Indenture........................................................  31
SECTION 402.      Application of Trust Money.....................................................................  32
SECTION 403.      Defeasance and Discharge of Securities of Any Series...........................................  33

                                  ARTICLE FIVE
                                    REMEDIES
SECTION 501.      Events of Default..............................................................................  35
SECTION 502.      Acceleration of Maturity; Rescission and Annulment.............................................  37
SECTION 503.      Collection of Indebtedness and Suits for Enforcement by Trustee................................  38
SECTION 504.      Trustee May File Proofs of Claim...............................................................  39
SECTION 505.      Trustee May Enforce Claims Without Possession of Securities....................................  39
SECTION 506.      Application of Money Collected.................................................................  40
SECTION 507.      Limitation on Suits............................................................................  40
SECTION 508.      Unconditional Right of Holders to Receive Principal, Premium and
                  Interest.......................................................................................  41
SECTION 509.      Restoration of Rights and Remedies.............................................................  41
SECTION 510.      Rights and Remedies Cumulative.................................................................  41
SECTION 511.      Delay or Omission Not Waiver...................................................................  41
SECTION 512.      Control by Holders.............................................................................  42
</TABLE>


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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

<PAGE>   7
<TABLE>
<S>               <C>                                                                                              <C>
SECTION 513.      Waiver of Past Defaults........................................................................  42
SECTION 514.      Undertaking for Costs..........................................................................  43
SECTION 515.      Waiver of Stay or Extension Laws...............................................................  43

                                   ARTICLE SIX
                                   THE TRUSTEE
SECTION 601.      Certain Duties and Responsibilities............................................................  43
SECTION 602.      Notice of Defaults.............................................................................  44
SECTION 603.      Certain Rights of Trustee......................................................................  44
SECTION 604.      Not Responsible for Recitals or Issuance of Securities.........................................  45
SECTION 605.      May Hold Securities............................................................................  45
SECTION 606.      Money Held in Trust............................................................................  46
SECTION 607.      Compensation and Reimbursement.................................................................  46
SECTION 608.      Disqualification; Conflicting Interests........................................................  46
SECTION 609.      Corporate Trustee Required; Eligibility........................................................  46
SECTION 610.      Resignation and Removal; Appointment of Successor..............................................  47
SECTION 611.      Acceptance of Appointment by Successor.........................................................  48
SECTION 612.      Merger, Conversion, Consolidation or Succession to Business....................................  49
SECTION 613.      Preferential Collection of Claims Against Company..............................................  50
SECTION 614.      Appointment of Authenticating Agent............................................................  50
SECTION 615.       Trustee's Application for Instructions from the Company.......................................  51

                                  ARTICLE SEVEN
                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.      Company to Furnish Trustee Names and Addresses of Holders......................................  52
SECTION 702.      Preservation of Information; Communications to Holders.........................................  52
SECTION 703.      Reports by Trustee.............................................................................  53
SECTION 704.      Reports by Company.............................................................................  53

                                  ARTICLE EIGHT
                  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.      Company May Consolidate, Etc., Only on Certain Terms...........................................  53
SECTION 802.      Successor Substituted..........................................................................  54

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES
SECTION 901.      Supplemental Indentures Without Consent of Holders.............................................  54
SECTION 902.      Supplemental Indentures with Consent of Holders................................................  56
SECTION 903.      Execution of Supplemental Indentures...........................................................  57
SECTION 904.      Effect of Supplemental Indentures..............................................................  57
SECTION 905.      Conformity with Trust Indenture Act............................................................  57
</TABLE>


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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.
<PAGE>   8
<TABLE>
<S>               <C>                                                                                              <C>
SECTION 906.      Reference in Securities to Supplemental Indentures.............................................  57

                                   ARTICLE TEN
                                    COVENANTS
SECTION 1001.     Payment of Principal, Premium and Interest.....................................................  58
SECTION 1002.     Maintenance of Office or Agency................................................................  58
SECTION 1003.     Money for Securities Payments to Be Held in Trust..............................................  58
SECTION 1004.     Corporate Existence............................................................................  60
SECTION 1005.     Defeasance of Certain Obligations..............................................................  60
SECTION 1006.     Statement by Officers as to Default............................................................  61
SECTION 1007.     Waiver of Certain Covenants....................................................................  61
SECTION 1008.     Calculation of Original Issue Discount.........................................................  62

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES
SECTION 1101.     Applicability of Article.......................................................................  62
SECTION 1102.     Election to Redeem; Notice to Trustee..........................................................  62
SECTION 1103.     Selection by Trustee of Securities to Be Redeemed..............................................  63
SECTION 1104.     Notice of Redemption...........................................................................  63
SECTION 1105.     Deposit of Redemption Price....................................................................  64
SECTION 1106.     Securities Payable on Redemption Date..........................................................  64
SECTION 1107.     Securities Redeemed in Part....................................................................  65

                                 ARTICLE TWELVE
                                  SINKING FUNDS
SECTION 1201.     Applicability of Article.......................................................................  65
SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities..........................................  65
SECTION 1203.     Redemption of Securities for Sinking Fund......................................................  66

                                ARTICLE THIRTEEN
                                  SUBORDINATION
SECTION 1301.     Securities Subordinated to Senior Indebtedness.................................................  66
SECTION 1302.     No Payment on Securities in Certain Circumstances..............................................  67
SECTION 1303.     Securities Subordinated to Prior Payment of All Senior Indebtedness on
                  Dissolution, Liquidation or Reorganization of Company..........................................  69
SECTION 1304.     Securityholders to Be Subrogated to Rights of Senior Indebtedness..............................  70
SECTION 1305.     Obligations of the Company Unconditional.......................................................  70
SECTION 1306.     Trustee Entitled to Assume Payments Not Prohibited in Absence of
                  Notice.........................................................................................  71
SECTION 1307.     Application by Trustee of Assets Deposited with It.............................................  71
</TABLE>


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      of the Indenture.
<PAGE>   9
<TABLE>
<S>                                                                                                   <C>
SECTION 1308. Subordination Rights Not Impaired by Acts or Omissions of the
              Company, the Trustee or Holders of Senior Indebtedness................................  72
SECTION 1309. Holders Authorize Trustee to Effectuate Subordination of Securities...................  72
SECTION 1310. Right of Trustee to Hold Senior Indebtedness..........................................  73
SECTION 1311. Article Thirteen Not to Prevent Events of Default.....................................  73
SECTION 1312. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness........................  73

TESTIMONIUM ........................................................................................  74
SIGNATURES AND SEALS ...............................................................................  75
</TABLE>

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Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.
<PAGE>   10
         SUBORDINATED INDENTURE, dated as of March ___, 1999, between AMERCO, a
corporation duly organized and validly existing under the laws of the State of
Nevada (herein called the "Company"), having its principal office at 1325
Airmotive Way, Suite 100, Reno, Nevada 89502-3239, and The Bank of New York, a
New York banking corporation, having its principal corporate trustoffice in New
York, New York, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

         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:

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

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

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with GAAP; and
<PAGE>   11
                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

                  Certain terms, used principally in Article Six, are defined in
that Article.

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

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through 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 Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "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
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 204 evidencing all or part of a series of Securities,
authenticated and delivered to the Depository for such series or its nominee,
and registered in the name of such Depository or nominee.

                  "Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

                  "Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock, partnership
interests, or any other participation, right, warrant, option or other interest
in the nature of an equity interest in such Person, but excluding debt
securities convertible or exchangeable into such equity interest.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of 1934
(the "Exchange Act"), or,

                                        2
<PAGE>   12
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or a Assistant Secretary, and
delivered to the Trustee.

                  "Consolidated Subsidiary" means any Subsidiary of the Company
or of any Consolidated Subsidiary which is consolidated with the Company for
financial reporting purposes in accordance with GAAP.

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

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

                  "Debt" of the Company or any Subsidiary thereof means,
collectively, (i) any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any Subsidiary (excluding any indebtedness
for money borrowed by the Company from any Affiliate thereof) or (ii) any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company (excluding any indebtedness for money borrowed by the Company from any
Affiliate thereof) or any Subsidiary (excluding any indebtedness for money
borrowed by any Subsidiary from any Affiliate thereof), whether such
indebtedness now exists or shall hereafter be created.

                  "Default" means an event which, with the giving of notice or
the lapse of time, or both, would constitute an Event of Default.

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

                  "Depository" 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 Person designated as Depository by the Company
pursuant to Section 301 which must be a clearing

                                        3
<PAGE>   13
agency registered under the Exchange Act, and if at any time there is more than
one such Person, "Depository" shall mean the Depository with respect to the
Securities of that series.

                   "Designated Senior Indebtedness" means any class of Senior
Indebtedness the aggregate principal amount outstanding of which exceeds
$50,000,000 and which is specifically designated in the instrument evidencing
such Senior Indebtedness or the agreement under which such Senior Indebtedness
arises as "Designated Senior Indebtedness."

                  "Dollars" means the lawful currency of the United States of
America.

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

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

                  "GAAP" means United States generally accepted accounting
principles as in effect as of the date of determination, unless otherwise
stated.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.

                  "indebtedness for money borrowed", when used with respect to
the Company or any Subsidiary, means any obligation of, or any obligation
guaranteed by, the Company or any Subsidiary for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation of, or any such obligation guaranteed
by, the Company for the payment of the purchase price of Property or assets.

                  "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,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

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

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

                  "Issue Date" means, with respect to any series of Securities,
the date of initial issuance of such series.

                                        4
<PAGE>   14
                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificates given pursuant to Section 1006 shall
be the principal executive, financial or accounting officer of the Company.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company.

                  "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 Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

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

                           (ii) Securities for whose payment or redemption money
                  in the necessary amount has been theretofore deposited with
                  the Trustee or any Paying Agent (other than the Company) in
                  trust or set aside and segregated in trust by the Company (if
                  the Company shall act as its own Paying Agent) for the Holders
                  of such Securities in accordance with Section 401; provided
                  that, if such Securities are to be redeemed, notice of such
                  redemption has been duly given pursuant to this Indenture or
                  provision therefor satisfactory to the Trustee has been made;

                           (iii) Securities for whose payment or redemption
                  money or U.S. Government Obligations in the necessary amount
                  has been theretofore deposited with the Trustee (or another
                  trustee satisfying the requirements of Section 609) in trust
                  for the holders of such Securities in accordance with Section
                  403; and

                           (iv) 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
                  satisfactory to it that

                                        5
<PAGE>   15
                  such Securities are held by a bona fide purchaser in whose
                  hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (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 a Security
denominated in one or more foreign currencies or currency units shall be the
Dollar equivalent, determined in the manner provided as contemplated by Section
301 on the Issue Date of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent on the Issue Date
of such Security of the amount determined as provided in (i) above) of such
Security, and (iii) 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 a
Responsible Officer of 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.

                  "Payment Blockage Period" has the meaning specified in Section
1302(b).

                  "Person" means any individual, corporation, partnership, joint
venture, 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 specified 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 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 shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Property" means any kind of property or asset, whether real,
personal or mixed, and whether tangible or intangible.

                                        6
<PAGE>   16
                  "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

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

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                  "Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

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

                   "Senior Indebtedness" means the principal of and premium and
interest on (a) all indebtedness of the Company, whether outstanding on the date
of this Indenture or thereafter created, (i) for money borrowed by the Company,
(ii) for money borrowed by, or obligations of, others and either assumed or
guaranteed, directly or indirectly, by the Company, (iii) in respect of letters
of credit and acceptances issued or made by banks, or (iv) constituting purchase
money indebtedness, or indebtedness secured by property included in the
property, plant and equipment accounts of the Company at the time of the
acquisition of such property by the Company, for the payment of which the
Company is directly liable, and (b) all deferrals, renewals, extensions and
refunding of, and amendments, modifications and supplements to, any such
indebtedness. As used in the preceding sentence, the term "Purchase Money
Indebtedness" means indebtedness evidenced by a note, debenture, bond or other
instrument (whether or not secured by any lien or other security interest)
issued or assumed as all or a part of the consideration for the acquisition of
property, whether by purchase, merger, consolidation or otherwise, unless by its
terms such indebtedness is subordinated to other indebtedness of the Company.
Notwithstanding anything to the contrary in this Indenture or the Securities,
Senior Indebtedness shall not include, (i) any indebtedness of the Company
which, by its terms or the terms of the instrument creating or evidencing it, is
subordinate in right of payment to or PARI PASSU with the Securities or (ii) any
indebtedness of the Company to a Subsidiary of the Company.


                                        7
<PAGE>   17
                  "Special Record Date" for the payment of any Defaulted
Interest 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 as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means a Person more than 50% of the outstanding
Voting Stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

                  "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.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. 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 U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".


                                        8
<PAGE>   18
                  "Voting Stock" of a Person means all classes of Capital Stock
of such Person then outstanding and normally entitled to vote in the election of
directors (or Persons performing similar functions) or to direct the business
and affairs of the issuer of such Capital Stock in the absence of contingencies.

                  "Wholly Owned Consolidated Subsidiary" means any Consolidated
Subsidiary all of the outstanding Capital Stock of which (except for directors'
qualifying shares to the extent required by applicable law) is owned by the
Company and/or its Wholly Owned Consolidated Subsidiaries.

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. 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.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

SECTION 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

                                        9
<PAGE>   19
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 stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

SECTION 104. Acts of Holders; Record Dates.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take 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.


                                       10
<PAGE>   20
                  (c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of 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 Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of 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 Securities, only the Holders of 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 of Securities shall be proved by the
Security Register.

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

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,

                           (1) the Trustee by any Holder or by the Company shall
                  be sufficient for every purpose hereunder if made, given,
                  furnished or filed in writing (whether in its original or
                  facsimilie form) to or with the Trustee at its office, 101
                  Barclay Street, Floor 21 West, New York, New York, 10286 ,
                  Attention: Michele Russo, or at such other address as
                  furnished in writing to the Company by the Trustee, or

                           (2) the Company by the Trustee or by any Holder shall
                  be sufficient for every purpose hereunder (unless otherwise
                  herein expressly provided) if in writing and mailed,
                  first-class postage prepaid, to the Company addressed to it at
                  the address of its principal office specified in the first
                  paragraph of this instrument or at any other address
                  previously furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

                                       11
<PAGE>   21
                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, 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. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to 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.

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.

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 or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be effected or
impaired thereby.


                                       12
<PAGE>   22
SECTION 111. Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 113. Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section))
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 or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. Forms Generally.

                  The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.


                                       13
<PAGE>   23
                  The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 202. Form of Face of Security.

                  [If the Security is an Original Issue Discount Security,
insert--FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS SECURITY WAS
EQUAL TO ___% OF ITS PRINCIPAL AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON
THIS SECURITY IS ___% OF ITS PRINCIPAL AMOUNT, THE ISSUE DATE IS __________,
199_[,] [AND] THE YIELD TO MATURITY IS ___% [, THE METHOD USED TO DETERMINE THE
YIELD IS ________ [AND] THE AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE
SHORT ACCRUAL PERIOD OF __________, 19__ TO _______, 19_ IS __% OF THE PRINCIPAL
AMOUNT OF THIS SECURITY] [AND, FOR PURPOSES OF TREASURY REGULATIONS SECTION
1.1275-4, THE COMPARABLE YIELD OF THIS SECURITY IS _____________ AND THE
PROJECTED PAYMENT SCHEDULE OF THIS SECURITY IS ______________.]


                                     AMERCO

                          _______________________________

CUSIP No.__________
No. ___________                                                       $________

                  AMERCO, a corporation duly organized and existing under the
laws of Nevada (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________________________ or registered assigns, the
principal sum of ______________________ Dollars on
____________________________________________ [if the Security is to bear
interest prior to Maturity, insert--, and to pay interest thereon from
___________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, on ________ and _______ (each "an Interest
Payment Date"), commencing ___________, at the rate of _____% per annum, until
the principal hereof is paid or made available for payment [if applicable,
insert--, and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of __% per annum on any overdue principal and premium
and on any overdue installment of interest]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
___________________________ or ____________________________(whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor

                                       14
<PAGE>   24
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

                  [If the Security is not to bear interest prior to Maturity,
insert--The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of ______% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

                  Payment of the principal of (and premium, if any) and [if
applicable, insert--any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in __________, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts [if applicable,
insert--; provided, however, that at the option of the Company payment of
interest may be made by: (1) wire transfer on the date of payment in immediately
available federal funds or next day funds to an account specified by written
notice to the Trustee from any Holder of Securities; (2) any similar manner that
such Holder may designate in writing to the Trustee; or (3) by check mailed to
the address of the Holder].

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:

                                     AMERCO

                                       15
<PAGE>   25
                                                     By:________________________

ATTEST


By:  ________________________________

SECTION 203. Form of Reverse of Security.

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of March __, 1999, (herein called
the "Indenture"), between the Company and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof[, limited in aggregate principal amount to
$_________].

                  [If applicable, insert--The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert--(1) on ___________ in any year commencing with the year
_____ and ending with the year _____ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after _________, 19__], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before ____________,
____%, and if redeemed] during the 12-month period beginning _________ of the
years indicated,

<TABLE>
<CAPTION>
                                      Redemption                                  Redemption
                  Year                   Price                Year                   Price
                  ----                   -----                ----                   -----
<S>                                   <C>                     <C>                    <C>

</TABLE>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business as the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]


                                       16
<PAGE>   26
                  [If applicable, insert--The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, (1) on
___________ in any year commencing with the year ____ and ending with the year
____ through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after ___________], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during the 12-month period beginning
___________ of the years indicated,

<TABLE>
<CAPTION>
                           Redemption Price
                             For Redemption                     Redemption Price For
                           Through Operation                    Redemption Otherwise
                                of the                          Than Through Operation
         Year                  Sinking Fund                       of the Sinking Fund
         ----                  ------------                       -------------------
<S>                        <C>                                   <C>

</TABLE>


and thereafter at a Redemption Price equal to ____% of the principal
amount,together in the case of any such redemption (whether through operation of
the sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                  [Notwithstanding the foregoing, the Company may not, prior to
____________, redeem any Securities of this series as contemplated by [Clause
(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

                  [The sinking fund for this series provides for the redemption
on ______________ in each year beginning with the year ____ and ending with the
year ____ of [not less than $_______ ("mandatory sinking fund") and not more
than] $_______ aggregate principal amount of Securities of this series.

                  Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made [in
the inverse order in which they become due].]

                  [If the Security is subject to redemption, insert--In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the

                                       17
<PAGE>   27
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

                  [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

                  [If the Security is an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, an amount of principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority of aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

                  The payment of the Security will, to the extent set forth in 
the Indenture, be subordinated in right of payment to the prior payment, in 
full, in cash or cash equivalents, of all Senior Indebtedness. Subject to the 
foregoing, no reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in

                                       18
<PAGE>   28
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

                  The Securities of this series are issuable only in registered
form without coupons in denominations of $_______ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                                 TRANSFER NOTICE

                  FOR VALUE RECEIVED, the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

                  Insert Taxpayer Identification Number:



                  Please print or type name and address, including the zip code
                  of the assignee:



the attached Note and all rights thereunder, hereby irrevocably constituting and
appointing


as attorney to transfer said Note on the books of the Company with full power
and substitution in the premises.

Date:


                                       19
<PAGE>   29
                                                              NOTE: The
                                                              signature to this
                                                              assignment must
                                                              correspond with
                                                              the name as
                                                              written upon the
                                                              face of the
                                                              attached Note in
                                                              every particular,
                                                              without alteration
                                                              or change
                                                              whatsoever.


SECTION 204. Form of Legend for Book-Entry Securities.

                  Any Book-Entry Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

                           "This Security is a Book-Entry Security within the
                  meaning of the Indenture hereinafter referred to and is
                  registered in the name of a Depository or a nominee of a
                  Depository or a successor depository. This Security is not
                  exchangeable for Securities registered in the name of a Person
                  other than the Depository or its nominee except in the limited
                  circumstances described in the Indenture, and no transfer of
                  this Security (other than transfer of this Security as a whole
                  by the Depository to a nominee of the Depository or by a
                  nominee of the Depository to the Depository or another nominee
                  of the Depository) may be registered except in the limited
                  circumstances described in the Indenture."

SECTION 205. Form of Trustee's Certificate of Authentication.

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

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


                                                     The Bank of New York
                                                     As Trustee
                                                     Dated:_________________



                                                     By:____________________
                                                     Authorized Signatory




                                       20
<PAGE>   30
                                  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. All Securities 
of one series need not be issued at the same time and, unless otherwise 
provided, a series may be reopened, without the consent of any Holder, for 
issuances of additional Securities of such series.

                  The Securities may be issued in one or more series and each
series shall rank junior in right of payment, to the extent provided herein, to 
all Senior Indebtedness. There shall be established in or pursuant to a Board
Resolution and, subject to Section 303, set forth, or determined in the manner
provided, in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series,

                  (1) the title of the Securities (including CUSIP Numbers) of
the series (which shall distinguish the Securities of the series from Securities
of any other series);

                  (2) 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 and except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);

                  (3) the ranking of such Securities as subordinated securities;

                  (4) the Person to whom any interest on a 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 interest;

                  (5) the date or dates on which the principal of the Securities
of the series is payable;

                  (6) the rate or rates at which the Securities of the series
shall bear interest, or the method or methods by which such rate or rates shall
be determined, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any interest payable on any Interest Payment Date;

                  (7) the place or places where the principal of and any premium
and interest on Securities of the series shall be payable, where any Securities
of the series may be surrendered for registration or transfer, where any
Securities of the series may be surrendered

                                       21
<PAGE>   31
for exchange, and where notices or demands to or upon the Company in respect of
the Securities of the series and this Indenture may be delivered;

                  (8) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

                  (9) the mandatory or optional redemption provisions applicable
to the Securities;

                  (10) the obligation, if any, of the Company to redeem or
purchase 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 terms and conditions upon which
Securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;

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

                  (12) the application, if any, of Section 403 to the Securities
of the series;

                  (13) the application, if any, of Section 1005 to the
Securities of the series;

                  (14) the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any Securities of
the series shall be payable if other than the currency of the United States of
America and the manner of determining the equivalent thereof in the currency of
the United States of America for purposes of the definition of "Outstanding" in
Section 101;

                  (15) if the amount of payments of principal of or any premium
or interest on any Securities of the series may be determined with reference to
an index, the manner in which such amounts shall be determined;

                  (16) whether the Securities of the series shall be issued in
whole or in part in the form of one or more Book-Entry Securities and, in such
case, the Depository with respect to such Book-Entry Security or Securities and
the circumstances under which any such Book-Entry Security may be registered for
transfer or exchange, or authenticated and delivered, in the name of a Person
other than such Depository or its nominee, if other than as set forth in Section
305;

                  (17) if other than the principal of or any premium or interest
on any Securities of the series is to be payable, at the election of the Company
or a Holder thereof, in one or more currencies or currency units other than that
or those in which the Securities are

                                       22
<PAGE>   32
stated to be payable, the currency, currencies or currency units in which
payment of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be
made;

                  (18) 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
Section 502;

                  (19) any additional covenant with respect to the Securities,
if not otherwise set forth herein;

                  (20) any Event of Default with respect to the Securities of
the series, if not otherwise set forth herein; and

                  (21) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
303) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

SECTION 302. Denominations.

                  The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon 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
may be manual or facsimile.


                                       23
<PAGE>   33
                  Securities 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.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
pursuant to Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this Indenture;

                  (2) if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by Section 301, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (3) that such Securities, 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.

If such form or terms have been so established, 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 Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order 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 are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


                                       24
<PAGE>   34
         Each Security shall be dated the date of its authentication.

         No Security 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 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. 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, 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.

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 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 and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  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 Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, 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. 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.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee 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 Securities and of transfers of Securities. The

                                       25
<PAGE>   35
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of securities as herein provided.

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

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, 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 Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made 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, 906 or 1107 not involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

                  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 Depository for

                                       26
<PAGE>   36
such Book-Entry Security or its nominee until (i) the Depository with respect to
a Book-Entry Security notifies the Company that it is unwilling or unable to
continue as Depository for such Book-Entry Security or the Depository ceases to
be a clearing agency registered under the Exchange Act at a time when such
Depository is required to be so registered in order to act as Depository, (ii)
the Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so transferable and exchangeable or (iii) there
shall have occurred and be continuing an Event of Default with respect to the
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
(i), (ii) or (iii) of the preceding sentence or such other conditions as may be
specified as contemplated by Section 301 for such series, such Book-Entry
Security may be registered for transfer or exchange for Securities registered in
the names of, or authenticated and delivered to, such Persons as the Depository
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 204.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

                  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.

                                       27
<PAGE>   37
                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

                  Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any 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.

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
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 clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the 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 Securities of such series
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

                                       28
<PAGE>   38
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

                  (2) The Company may 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 to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such 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 307) any interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  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 a Depository or impair, as between a
Depository and holders of beneficial interests in any Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depository as Holder of such Book-Entry Security.

SECTION 309. Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities 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 so delivered shall be promptly cancelled by the Trustee. No

                                       29
<PAGE>   39
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in its customary manner.

SECTION 310. Computation of Interest.

                  Except as otherwise specified as contemplated by Section 301
for 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.

SECTION 311. Book-Entry System.

                  The Securities shall be represented by one or more permanent
global notes (each, a "Global Security") deposited with, or on behalf of, The
Depositary Trust Company, as Depository under the Indenture (the "Depository"),
and registered in the name of the Depository's nominee. Except as set forth in
the following paragraph, (1) owners of beneficial interests in a Global Security
shall not be entitled to have Securities represented by such Global Securities
registered in their names, will not receive or be entitled to receive physical
delivery of Securities in definitive form and shall not be considered the owners
or Holders thereof under the Indenture and (2) each Global Security may be
transferred, in whole and not in part, only to another nominee of the Depository
or to a successor of the Depository or its nominee. Accordingly, beneficial
interests in the Securities shall be shown on, and transfers thereof shall be
effected only through, records maintained by the Depository and its
participants.

                  Notwithstanding any provisions of Section 305 hereof, no
Security that is a Global Security shall be registered for transfer or exchange,
or be authenticated and delivered, and owners of beneficial interests in any
Global Security will not be entitled to receive Securities in definitive form
and will not be considered Holders of Securities unless (1) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for such Global Security or if at any time the Depository ceases to be a
clearing agency registered under the Exchange Act, (2) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable or (3) there shall have occurred and be continuing a Default or an
Event of Default. In such circumstances, upon surrender by the Depository or a
successor depository of any Global Security, Securities in definitive form will
be issued to each Person that the Depository or successor depository identifies
as the beneficial owner of the related Securities. Upon such issuance, the
Trustee is required to register such Securities in the name of, and cause such
Securities to be delivered to, such Person or Persons (or nominees thereof).
Such Securities would be issued in fully registered form without coupons, in
denominations of $1,000 and integral multiples thereof.

                  The Depository shall be permitted to take any action permitted
to be taken by an owner or Holder of Securities only at the direction of one or
more participants in the Depository, as it may from time to time determine.

                                       30
<PAGE>   40
                  Principal and interest payments on Securities registered in
the name of or held by the Depository or its nominee shall be made to the
Depository or its nominees, as the case may be, as the registered owner of the
Global Security representing such Securities. The Company and the Trustee shall
treat the Persons in whose name the Securities are registered as the Holders of
such Securities for the purpose of receiving payment of principal and interest
on such Securities and for all other purposes whatsoever. Therefore, none of the
Company, the Trustee or any Paying Agent has direct responsibility or liability
for the payment of principal and interest on the Securities to owners of
beneficial interests in any Global Security. Payments by direct and indirect
participants in the Depository shall be the responsibility of such participants.

                  The Securities shall trade in the Depository's Same-Day Funds
Settlement System until Maturity (or until they are subject to acceleration
pursuant to Article Five hereof), and secondary market trading activity in the
Securities may be required by the Depository to settle in immediately available
funds.

SECTION 312. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE


SECTION 401. Satisfaction and Discharge of Indenture.

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

                  (1)      either

                           (a) all Securities theretofore authenticated and
delivered (other than (i) Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 306 and (ii)
Securities for whose payment money has theretofore been

                                       31
<PAGE>   41
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

                           (b) all such Securities not theretofore delivered to
the Trustee for cancellation 

                                    (i) have become due and payable, or

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

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

in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607 and
to any Authenticating Agent under Section 614 and, if money or U.S. Government
Obligations shall have been deposited with the Trustee in accordance with
Section 403 or 1005, the obligations of the Company to the Trustee under Section
402(2), and, if money shall have been deposited with the Trustee pursuant to
subclause (b) of clause (1) of this Section the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.

SECTION 402. Application of Trust Money.

                  (1) Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations deposited with the Trustee pursuant to Section
403 or 1005 and all money received

                                       32
<PAGE>   42
by the Trustee in respect of U.S. Government Obligations deposited with the
Trustee pursuant to Section 403 or 1005, shall be held in trust and applied by
it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with or received by the Trustee or to make
mandatory sinking fund payments or analogous payments as contemplated by Section
403 or 1005.

                  (2) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 403 or 1005 or the interest
and principal received in respect of such obligations other than any payable by
or on behalf of Holders.

                  (3) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 403 or 1005 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such money or U.S. Government Obligations were deposited or received.

SECTION 403. Defeasance and Discharge of Securities of Any Series.

         If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Securities of any series, then notwithstanding Section 401, the
Company shall be deemed to have paid and discharged the entire indebtedness on
all the Outstanding Securities of that series, the provisions of this Indenture
as it relates to such Outstanding Securities (except as to the rights of Holders
of Securities to receive, from the trust funds described in subparagraph (1)
below, payment of the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest on such Securities on the Stated
Maturity of such principal or installment of principal or interest or any
mandatory sinking fund payments or analogous payments applicable to the
Securities of that series on the day on which such payments are due and payable
in accordance with the terms of the Indenture and of such Securities, the
Company's obligations with respect to such Securities under Sections 305, 306,
1002 and 1003 and the rights, powers, trusts, duties and immunities of the
Trustee hereunder) shall no longer be in effect, and the Trustee, at the expense
of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same, provided that the following conditions have been
satisfied:

                  (1) the Company has deposited or caused to be deposited with
the Trustee (or another trustee satisfying the requirements of Section 609),
irrevocably (irrespective of whether the conditions in subparagraphs (2), (3),
(4) and (5) below have been satisfied, but subject to the provisions of Section
402(3) and the last paragraph of Section 1003), as trust

                                       33
<PAGE>   43
funds in trust, specifically pledged as security for, and dedicated solely to,
the benefit of the Holders of the Securities of that series, with reference to
this Section 403, (A) money in an amount, or (B) U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide not later than the opening of business
on the due date of any payment referred to in clause (i) or (ii) of this
subparagraph (1) money in an amount, or (C) a combination thereof, sufficient,in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge (i) the principal of (and premium, if any) and each installment of
principal (and premium, if any) and interest on such Outstanding Securities on
the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments applicable to
Securities of such series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such Securities;

                  (2) such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

                  (3) no Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of Default with respect
to the Securities of that series shall have occurred and be continuing on the
date of such deposit and no Event of Default under Section 501(5) or Section
501(6) or event which with the giving of notice or lapse of time or both, would
become an Event of Default under Section 501(5) or Section 501(6) shall have
occurred and be continuing on the 91st day after such date;

                  (4) the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date first
set forth hereinabove, there has been a change in the applicable Federal Income
Tax law, in either case (A) or (B) to the effect that Holders of the Securities
of that series will not recognize income, gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred; and

                  (5) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance and discharge of the entire
indebtedness on all Outstanding Securities of any such series as contemplated by
this Section have been complied with.


                                  ARTICLE FIVE
                                    REMEDIES


                                       34
<PAGE>   44
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):

                  (1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; or

                  (2) default in the payment of the principal of (or premium, if
any, on) any Security of that series at its Maturity; or

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

                  (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
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

                  (5) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company 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 unstated and in effect for
a period of 60 consecutive days; or

                  (6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,

                                       35
<PAGE>   45
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to 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 the taking of corporate action by
the Company in furtherance of any such action; or

                  (7) default (including a default with respect to debt
securities of any series other than the Securities) under any Debt of the
Company or any Subsidiary thereof, which default shall have resulted (i) in a
failure to pay an aggregate principal amount exceeding $10,000,000 of such Debt
at the later of final maturity thereof or upon the expiration of any applicable
period of grace with respect to such principal amount or (ii) in such Debt in an
aggregate principal amount exceeding $10,000,000 becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable without such Debt having been discharged, or such acceleration having
been rescinded or annulled, within a period of 15 days after there shall have
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 Securities, a written notice specifying such default and requiring the
Company to cause such Debt to be discharged or to cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder; provided, however, that the Trustee shall not be deemed to have
knowledge of such default unless either (A) an officer in the Corporate Trust
Administration of the Trustee shall have actual knowledge of such default or (B)
the Trustee shall have received written notice thereof from the Company, from
any Holder, from the holder of any such Debt or from the trustee under any such
mortgage, indenture or other instrument; or

                  (8) any other Event of Default provided with respect to
Securities of that series.

                  Upon receipt by the Trustee of any Notice of Default pursuant
to this Section 501 with respect to Securities of a series all or part of which
is represented by a Book-Entry Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the day the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 10% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph

                                       36
<PAGE>   46
shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of
such 90-day period, a new Notice of Default which is identical to a Notice of
Default which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 501.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, 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) shall become immediately due and payable, except that no such
declaration shall be required upon the occurrence of an Event of Default
specified in Section 501(5) or 501(6).

                  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

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

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

                      (b) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,

                      (c) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

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

                  (2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal and premium, if any, of
Securities of that series which have

                                       37
<PAGE>   47
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.

                  Upon receipt by the Trustee of any written notice declaring
such an acceleration, or recision and annulment thereof, with respect to
Securities of a series all or part of which is represented by a Book-Entry
Security, a record date shall be established for determining Holders of
Outstanding Securities of such series entitled to join in such notice, which
record date shall be at the close of business on the day the Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided, that unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission or annulment thereof, as
the case may be, which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 502.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company covenants that if

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

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding

                                       38
<PAGE>   48
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 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, wherever situated.

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

SECTION 504. Trustee May File Proofs of Claim.

                  In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder 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 the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

                                       39
<PAGE>   49
SECTION 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

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

                  SECOND: To the payment of the amounts then due and unpaid for
principal of and any premium and interest on the Securities 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 for principal and any premium and interest, respectively; and

                  THIRD:  To the Company.

SECTION 507. Limitation on Suits.

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

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

                  (2) the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

                  (3) 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;

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

                  (5) 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 to affect,

                                       40
<PAGE>   50
disturb or prejudice the rights of any other of such Holders, or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all of such Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal,
             Premium and Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) any interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 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 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 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

                                       41
<PAGE>   51
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

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture, and

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

                  Upon receipt by the Trustee of any written notice directing
the time, method or place of conducting any such proceeding or exercising any
such trust or power, with respect to Securities of a series all or part of which
is represented by a Book-Entry Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that unless Holders of a majority in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new notice identical to a
notice which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 512.

SECTION 513. Waiver of Past Defaults.

                  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 waive any past default hereunder with respect to such
series and its consequences, except a default

                  (1) in the payment of the principal of or any premium or
interest on any Security of such series, or


                                       42
<PAGE>   52
                  (2) 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.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to waive any past
default hereunder. 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
waive any default hereunder, whether or not such Holders remain Holders after
such record date; provided, that unless such majority in principal amount shall
have been obtained prior to the date which is 90 days after such record date,
any such waiver previously given shall automatically and without further action
by any Holder be canceled and of no further effect.

                  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.

                  In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs (including reasonable attorneys' fees and expenses) against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act.

SECTION 515. Waiver of 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
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 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.


                                       43
<PAGE>   53
                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act and this Indenture. Notwithstanding the
foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 602. Notice of Defaults.

                  If a default occurs hereunder with respect to Securities of
any series, the Trustee, upon receipt by a Responsible Officer of such notice of
default, shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 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 Securities of such series.

SECTION 603. Certain Rights of Trustee.

                  Subject to the provisions of Section 601:

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

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

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

                  (4) the Trustee may consult with counsel of its own selection
and the advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and

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<PAGE>   54
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

                  (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the expense of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation of
Trustee;

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

                  (8) the rights, privileges and benefits (including right to
indemnity) of trustee are extended to and shall be enforceable by the trustee in
each of its capacities hereunder and each agent employed to act hereunder.

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, shall be taken as the statements
of the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the process thereof.

SECTION 605. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may

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<PAGE>   55
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 agent.

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

                  (1) to pay to the Trustee from time to time such compensation
as shall be agreed upon from time to time in writing 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);

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

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

SECTION 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

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<PAGE>   56
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 said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

                  (1) 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.

                  (2) 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 petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

                  (3) 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.

                  (4) If at any time:

                      (a) the Trustee shall fail to comply with Section 608
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six months, or

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

                      (c) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent

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<PAGE>   57
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

                  (5) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 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 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.

                  (6) 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 shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

                  (1) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

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<PAGE>   58
                  (2) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (a) 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, (b) 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 (c) 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.

                  (3) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (2) and (3) of this Section, as the case may be.

                  (4) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 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

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<PAGE>   59
the parties hereto. In case any Securities shall have been authenticated, but
not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 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
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. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $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.

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<PAGE>   60
                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

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


                                                         The Bank of New York
                                                         As Trustee




By:___________________________________
                                                         As Authenticating Agent




By:____________________________________
                                                        Authorized Officer


SECTION 615. Trustee's Application for Instructions from the Company.


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<PAGE>   61
                  Any application by the Trustee for written instructions from
the Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application
(which date shall not be less than three Business Days after the date any
officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to
taking any such action (or the effective date in the case of an omission), the
Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.


                                  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

                  (1) semi-annually, not later than 15 days after each Regular
Record Date for each series of Securities at the time Outstanding, a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the Holders as of such Regular Record Date (or a date to be determined pursuant
to Section 301 for Original Issue Discount Securities) and

                  (2) 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; excluding from any such list names and addresses
received by the Trustee in its capacity as Security Registrar.

SECTION 702. Preservation of Information; Communications to Holders.

                  (1) 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.

                  (2) 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.

                  (3) Every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of

                                       52
<PAGE>   62
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.

SECTION 703. Reports by Trustee.

                  (1) The Trustee shall transmit to the Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

                  In the case of any reports pursuant to Section 313(a) of the
Trust Indenture Act, such reports shall be transmitted within 60 days after
April 15 of each year commencing with the year 1997 and shall be dated as of
April 15.

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

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. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).


                                  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 into any other
Person where the Company is not the surviving corporation, or convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
unless:


                                       53
<PAGE>   63
                  (1) the corporation formed by such consolidation or into which
the Company is merged or which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety
shall be a corporation, partnership or trust, shall be organized and validly
existing under the laws of the United States of America, any State thereof or
the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium
and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

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

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

SECTION 802. Successor Substituted.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.


                                  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, 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:


                                       54
<PAGE>   64
                  (1) 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; or

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

                  (3) to add any additional Events of Default; or

                  (4) 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 interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form or to facilitate the issuance of
Securities in global form; or

                  (5) 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; or

                  (6) to establish the form or terms of Securities of any series
as permitted by Sections 201 and 301; or

                  (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611;
or

                  (8) 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 (8) shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect; or

                  (9) to secure the Securities.


                                       55
<PAGE>   65
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 a Board Resolution, 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 Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or

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

                  (3) modify any of the provisions of this Section, Section 513
or Section 1007, 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,
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1007, or the deletion of this
proviso, in accordance with the requirements of Sections 611(2) and 901(8), or

                   (4) adversely affect the rights of such Holder under any
mandatory redemption or repurchase provision or any right of redemption or
repurchase at the option of such Holder, or

                   (5) modify the provisions of Article Thirteen with respect to
subordination in a manner adverse to the Holder of any of the Securities.


                                       56
<PAGE>   66
                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                  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 supplemental 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.

                  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.

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 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.

SECTION 906. Reference in Securities to Supplemental Indentures.


                                       57
<PAGE>   67
                  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 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.


                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities of that series and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

                  The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

                  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.

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


                                       58
<PAGE>   68
                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

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

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) 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.

                  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 any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in the Borough of Manhattan, The City of New York, notice that such
money

                                       59
<PAGE>   69
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

SECTION 1004. Corporate Existence.

                  The Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and
material rights (charter and statutory) and material franchises of the Company;
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 of such rights and franchises is no longer desirable in the
conduct of the business of the Company and its Consolidated Subsidiaries
considered as a whole, and that the loss thereof is not disadvantageous in any
material respect to the Holders of the Securities.

SECTION 1005. Defeasance of Certain Obligations.

                  If this Section 1005 is specified, as contemplated by Section
301, to be applicable to Securities of any series, (i) the Company may omit to
comply with any term, provision or condition of those certain covenants
established pursuant to Sections 301 and 1004 hereof and to which this Section
1005 is to be made applicable, and (ii) Section 501(4) with respect to such
covenants to which this Section 1005 is to be made applicable shall be deemed
not to be an Event of Default, in each case with respect to the Securities of
that series, provided that the following conditions have been satisfied:

                  (1) With reference to this Section 1005, the Company has
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) irrevocably (irrespective of whether
the conditions in subparagraphs (2), (3), (4), (5) and (6) below have been
satisfied, but subject to the provisions of Section 402(3) and the last
paragraph of Section 1003), as trust funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (A) money in an amount, or (B) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than the opening
of business on the due date of any payment referred to in clause (i) or (ii) of
this subparagraph (1) money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal (and premium,
if any) and each installment of principal (and premium, if any) and interest on
the Outstanding Securities of that series on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to Securities of such series on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities;


                                       60
<PAGE>   70
                  (2) Such deposit shall not cause the Trustee with respect to
the Securities of that series to have a conflicting interest for purposes of the
Trust Indenture Act with respect to the Securities of any series;

                  (3) Such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

                  (4) No Event of Default or event which with the giving of
notice or lapse of time, or both, would become an Event of Default with respect
to the Securities of that series shall have occurred and be continuing on the
date of such deposit and no Event of Default under Section 501(5) or Section
501(6) or event which with the giving of notice or lapse of time, or both, would
become an Event of Default under Section 501(5) or Section 501(6) shall have
occurred and be continuing on the 91st day after such date;

                  (5) The Company has delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit and defeasance had not
occurred; and

                  (6) 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 defeasance contemplated by this
Section have been complied with.

SECTION 1006. Statement by Officers as to Default.
 
                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

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

SECTION 1007. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition of those certain covenants contained herein or
established pursuant to Section 301 hereof to which this Section 1007 is said to
be applicable, with respect to the Securities of any series if before the time
for such compliance the Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by Act of such Holders, 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

                                       61
<PAGE>   71
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.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to waive any such term,
provision or condition. 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 waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, that unless the Holders
of at least a majority in principal amount of the Outstanding Securities of such
series shall have waived such term, provision or condition prior to the date
which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be canceled and of not
further effect.

SECTION 1008. Calculation of Original Issue Discount.

                  The Company shall file with the Trustee promptly at the end of
each calendar year (I) a written notice specifying the amount of the original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.


                                 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 and (except
as otherwise specified as contemplated by Section 301 for Securities of any
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 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities of such series to be redeemed and, if applicable,
of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or

                                       62
<PAGE>   72
elsewhere in this Indenture, the Company shall 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, 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 (but subject to compliance with
the rules of any Securities Exchange on which the Securities of such series may
be listed) 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; provided that if less than all the Securities of a
series having different tenor are to be redeemed, the specific Securities to be
redeemed shall be selected by the Company. If less than all of the Securities of
such series and of a specified tenor 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
and specified tenor not previously called for redemption in accordance with the
preceding sentence.

                  The Trustee shall promptly notify the Company (or, in the case
of a selection by the Company, the Company shall promptly notify the Trustee) 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.

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, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,


                                       63
<PAGE>   73
                  (3) 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,

                  (4) 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,

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price,

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

                  (7) the CUSIP numbers, if any, of the Securities to be
redeemed.

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

SECTION 1105. Deposit of Redemption Price.

                  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 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) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 301, installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


                                       64
<PAGE>   74
                  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.

SECTION 1107. Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of 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. If a Book-Entry Security is so
surrendered, such new Security so issued shall be a new Book-Entry Security.


                                 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.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

                  The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms

                                       65
<PAGE>   75
of such Securities as provided for by the terms of such series; provided that
such Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 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 and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202 and will also deliver to the Trustee any
Securities to be so delivered. 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 1106 and 1107.

                  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.


                                ARTICLE THIRTEEN
                                  SUBORDINATION

SECTION 1301. Securities Subordinated to Senior Indebtedness.

                  The Company, for itself and its successors, and each Holder,
by his or her acceptance of Securities, agrees that the payment of the principal
of or any premium and interest on the Securities is subordinated, to the extent
and in the manner provided in this Article Thirteen, to the right of payment in
full to all present and future Senior Indebtedness, and that these subordination
provisions are for the benefit of the holders of Senior Indebtedness.

                  The provisions of this Article Thirteen are for the benefit of
the holders of the Senior Indebtedness from time to time (and their successors
and assigns) and shall be enforceable directly by them and their respective
representatives directly against the Company, the Trustee and the Holders (and
their successors and assigns). The provisions of this Article Thirteen shall be
a continuing agreement and shall be irrevocable and shall remain in full force

                                       66
<PAGE>   76
and effect until payment in the full of the Senior Indebtedness in cash or cash
equivalents, and shall constitute a continuing and irrevocable offer to all
Persons who become holders of, or continue to hold, Senior Indebtedness (whether
such Senior Indebtedness was created or acquired before or after the issuance of
the Securities), each of which holders shall be deemed for the purposes hereof
to have acquired Senior Indebtedness in reliance upon the provisions of this
Article Thirteen. The provision of this Article Thirteen shall survive the
commencement of any reorganization or other proceedings with respect to the
Company or any other Person and the discharge of any claim in connection with
such reorganization or other proceedings, including, without limitation, the
discharge of any Senior Indebtedness.

                  The holders of the Senior Indebtedness and their respective
representatives are hereby authorized to demand specific performance of the
provisions of this Article Thirteen at any time when the Company or any Holder
shall have failed to comply with any provision of this Article Thirteen
applicable to it, and the Company and each Holder hereby irrevocably waives any
defense based on the adequacy of a remedy at law that might be asserted as a bar
to the remedy of specific performance hereof in any action brought therefor by
the holders of the Senior Indebtedness and their respective representatives.

SECTION 1302. No Payment on Securities in Certain Circumstances

                  (a) No payment shall be made by or on behalf of the Company on
account of any obligation or, to the extent the subordination thereof is
permitted by applicable law, claim in respect of the Securities, including the
principal of or any premium or interest on the Securities, or to redeem (or make
a deposit in redemption of), defease (other than payments made by the Trustee
pursuant to Article 4 with respect to a defeasance permitted by this Indenture,
including the subordination provisions herein) or acquire any of the Securities
for cash, property or securities, (i) upon the maturity of the Designated Senior
Indebtedness or any other Senior Indebtedness with an aggregate principal amount
in excess of $1,000,000 by lapse of time, acceleration or otherwise, unless and
until all principal of or any premium and interest on such Senior Indebtedness
and all other obligations in respect thereof shall first be paid in full in cash
or cash equivalents or such payment is duly provided for, or unless and until
any such maturity by acceleration has been rescinded or waived or (ii) in the
event of default in payment of any principal of or any premium or interest on or
any other amount payable in respect of the Designated Senior Indebtedness or any
other Senior Indebtedness with an aggregate principal amount in excess of
$1,000,000 when it becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise, unless and until such
payment default has been cured or waived or has otherwise ceased to exist.

                  (b) Upon the happening of a default (any event that, after
notice or passage of time would be an event of default) or an event of default
(any event that permits the holders of Senior Indebtedness or their
representative or representatives immediately to accelerate its maturity) with
respect to any Senior Indebtedness, other than a default in payment of the
principal of or any premium or interest on such Senior Indebtedness, upon
written notice of

                                       67
<PAGE>   77
such default or event of default given to the Company and the Trustee by the
holders of a majority of the principal amount outstanding of such Designated
Senior Indebtedness or their representative or at such time as there is no
Designated Senior Indebtedness by the holders of a majority of the principal
amount outstanding of all Senior Indebtedness or their representative or
representatives, or if such default or event of default results from the
acceleration of the Securities, immediately upon such acceleration, then, unless
and until such default or event of default has been cured or waived or otherwise
has ceased to exist, no payment may be made by or on behalf of the Company with
respect to any obligation or claim in respect of the Securities, including the
principal of or any premium or interest on the Securities or to redeem (or make
a deposit in redemption of), defease or acquire any of the Securities for cash,
property or securities. Notwithstanding the foregoing, unless the Senior
Indebtedness in respect of which such default or event of default exists has
been declared due and payable in its entirety within 180 days after the date
written notice of such default or event of default is delivered as set forth
above or the date of such acceleration, as the case may be (the "Payment
Blockage Period"), and such declaration or acceleration has not been rescinded,
the Company shall be required then to pay all sums not paid to the Holders of
the Securities during the Payment Blockage Period due to the foregoing
prohibitions and to resume all other payments as and when due on the Securities.
Any number of such notices may be given; provided, however, that (i) during any
360 consecutive days, only one Payment Blockage Period shall commence and (ii)
any such default or event of default that existed upon the commencement of a
Payment Blockage Period may not be the basis for the commencement of any other
Payment Blockage Period, unless such default or event of default shall have been
cured or waived for a period of not less than 90 consecutive days.

                  (c) In the event that, notwithstanding the foregoing
provisions of this Section 1302, any payment or distribution of assets of the
Company from any source whether in cash, property or securities, shall be
received by the Trustee or the Holders on account of any obligation or claim in
respect of the Securities at a time when such payment or distribution is
prohibited by the foregoing provisions, such payment or distribution shall be
held in trust for the benefit of the holders of Senior Indebtedness, and shall
be paid or delivered by the Trustee or such Holders, as the case may be, to the
holders of the Senior Indebtedness remaining unpaid or unprovided for or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the Senior Indebtedness held or represented by
each, for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay or to provide for the payment in full in
cash or cash equivalents of all such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

                   The Company shall give prompt written notice to the Trustee
of any default or event of default, and any cure or waiver thereof, or any
acceleration under any Senior

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Indebtedness or under any agreement pursuant to which Senior Indebtedness may
have been issued.

SECTION 1303.     Securities Subordinated to Prior Payment of All Senior
                  Indebtedness on Dissolution, Liquidation or Reorganization of
                  Company.

                  Upon any distribution of assets of the Company upon any
dissolution, winding up, total or partial liquidation or reorganization or
readjustment of the Company, whether voluntary or involuntary, in bankruptcy,
insolvency, receivership or similar proceeding or upon assignment for the
benefit of creditors, or any other marshalling of the assets and liabilities of
the Company or otherwise:

                  (a) the holders of all Senior Indebtedness would first be
         entitled to receive payment in full in cash or cash equivalents (or
         have such payment duly provided for) of the principal, premium and
         interest payable in respect thereof before the Holders would be
         entitled to receive any payment on account of the principal of or any
         premium and interest on the Securities;

                  (b) any payment or distribution of assets of the Company of
         any kind or character, from any source, whether in cash, property or
         securities to which the Holders or the Trustee on behalf of the Holders
         would be entitled, except for the subordination provisions of this
         Article Thirteen, would be paid by the liquidating trustee or agent or
         other person making such a payment or distribution directly to the
         holders of Senior Indebtedness remaining unpaid or unprovided for or
         their representative or representatives, or to the trustee or trustees
         under any indenture pursuant to which any instruments evidencing any of
         such Senior Indebtedness may have been issued, ratably according to the
         aggregate amounts remaining unpaid on account of the Senior
         Indebtedness held or represented by each, for application to the
         payment of all Senior Indebtedness remaining unpaid, to the extent
         necessary to pay or provide for the payment in full in cash or cash
         equivalents of all such Senior Indebtedness, after giving effect to any
         concurrent payment or distribution to the holders of such Senior
         Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company from any source,
         whether in cash, property or securities, shall be received by the
         Trustee or the Holders on account of principal of or interest on the
         Securities before all Senior Indebtedness is paid in full in cash or
         cash equivalents (or such payment is duly provided for), such payment
         or distribution (subject to the provision of Sections 1306 and 1307)
         shall be held in trust by the Trustee or such Holders for the benefit
         of the holders of the Senior Indebtedness, or their representative,
         ratably according to the respective amounts of Senior Indebtedness held
         or represented by each, to the extent necessary to make payment in full
         (except as such payment otherwise shall have been provided for) of all
         Senior Indebtedness remaining unpaid after giving effect to all
         concurrent payments and distributions and all provisions

                                       69
<PAGE>   79
         therefor to the holders of such Senior Indebtedness, but only to the
         extent that as to any holder of Senior Indebtedness, as promptly as
         practicable following notice from the Trustee to the holders of Senior
         Indebtedness that such prohibited payment has been received by the
         Trustee or Holder(s), such holder (or a representative therefor)
         notifies the Trustee in writing of the amounts then due and owing on
         the Senior Indebtedness held by such holder and only the amounts
         specified in such notices to the Trustee shall be paid to the holders
         of Senior Indebtedness.

                  The Company shall give prompt written notice to the Trustee of
any dissolution, winding up, liquidation or reorganization of the Company or
assignment for the benefit of creditors by the Company.

SECTION 1304. Securityholders to Be Subrogated to Rights of Senior Indebtedness.

                  Subject to the payment in full in cash or cash equivalents of
all Senior Indebtedness (or provision made for its payment), the Holders of
Securities shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until all amounts owing on the Securities
shall be paid in full, in cash or cash equivalents and for the purpose of such
subrogation no such payments or distributions to the holders of Senior
Indebtedness by or on behalf of the Company, or by or on behalf of the Holders
by virtue of this Article Thirteen, which otherwise would have been made to the
Holders shall, as between the Company and the Holders, be deemed to be payment
by the Company to or on account of the Senior Indebtedness, it being understood
that the provisions of this Article Thirteen are and are intended solely for the
purpose of defining the relative rights of the Holders, on the one hand, and the
holders of Senior Indebtedness, on the other hand.

                  If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article Thirteen
shall have been applied, pursuant to the provisions of this Article Thirteen, to
the payment of amounts payable under Senior Indebtedness, then the Holders shall
be entitled to receive from the holders of such Senior Indebtedness any payments
or distributions received by such holders of Senior Indebtedness in excess of
the amount sufficient to pay all amounts payable under or in respect of the
Senior Indebtedness in full in cash or cash equivalents.

SECTION 1305. Obligations of the Company Unconditional.

                  Nothing contained in this Article Thirteen or elsewhere in
this Indenture or in the Securities is intended to or shall impair, as between
the Company and the Holders, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders the principal of or any premium and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
any Holder from

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<PAGE>   80
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Thirteen, of
the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy. Notwithstanding
anything to the contrary in this Article Thirteen or elsewhere in this Indenture
or in the Securities, upon any distribution of assets of the Company referred to
in this Article Thirteen, the Trustee and the Holders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding up, liquidation or reorganization proceeding is
pending, or a certificate of the liquidating trustee or agent or other person
making any distribution to the Trustee or to the Holders for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Thirteen.
Except as otherwise provided in this Section 1305, in the event of any
inconsistency between the provisions of this Article Thirteen, on the one part,
and any other provision of this Indenture or any provision of the Securities, on
the other part, the provisions of this Article Thirteen shall govern.

SECTION 1306.  Trustee Entitled to Assume Payments Not Prohibited in Absence of
               Notice.

                  The Trustee shall not at any time be charged with knowledge of
the existence of any facts which would prohibit the making of any payment to or
by the Trustee unless and until the Trustee shall have received, no later than
three Business Days prior to such payment, written notice thereof from the
Company or from one or more holders of Senior Indebtedness or from any
representative therefor and, prior to the receipt of any such written notice,
the Trustee shall be entitled in all respects conclusively to assume that no
such fact exists.

SECTION 1307. Application by Trustee of Assets Deposited with It.

                  Money or U.S. Government Obligations deposited in trust with
the Trustee pursuant to and in accordance with Section 401 shall be for the sole
benefit of Holders and, to the extent (i) the making of such deposit by the
Company shall not have been in contravention of any term or provision of any
agreement creating or evidencing Senior Indebtedness and (ii) allocated for the
payment of Securities, shall not be subject to the subordination provisions of
this Article Thirteen. Otherwise, any deposit of assets by the Company with the
Trustee or any Paying Agent (whether or not in trust) for the payment of
principal of or interest on any Securities shall be subject to the provisions of
Sections 1301, 1302, 1303 and 1304; provided that, if prior to the second
Business Day preceding the date on which by the terms of this Indenture any such
assets may become distributable for any purpose (including without limitation,
the payment of either principal of or interest on any Securities) the Trustee or
such Paying Agent shall not have received with respect to such assets the
written notice provided for in Section 1306, then the Trustee or such Paying
Agent shall have full power and authority to receive such assets and to apply
the same to the purpose for which they were received, and

                                       71
<PAGE>   81
shall not be affected by any notice to the contrary which may be received by it
on or after such date.

SECTION 1308.  Subordination Rights Not Impaired by Acts or Omissions of the
               Company, the Trustee or Holders of Senior Indebtedness.

                  No act, or failure to act, of any holder of the Senior
Indebtedness or their respective representatives (including without limitation,
any action referred to in this Section 1308), the Company, the Trustee, any
Holder or any other Person with the terms, covenants or the provisions of this
Article Thirteen (regardless of any knowledge thereof which any such holder of
the Senior Indebtedness may have or otherwise be charged with) or any
reorganization or similar proceeding with respect to the Company shall affect
the provisions of this Article Thirteen, the obligations owed by the Company,
the Trustee or any Holder to the holders of the Senior Indebtedness under this
Article Thirteen or the rights of any holder of Senior Indebtedness under this
Article Thirteen.

                  The Company, the Trustee and each Holder each hereby agree
that the taking of any of the following actions, with or without notice, by the
holders of the Senior Indebtedness and their respective representatives, will
not in any way affect the provisions of this Article 13: (i) changing the
manner, place or terms of payment or extending the time of payment of, or
renewing or altering, any agreement or instrument creating, evidencing or
governing any Senior Indebtedness, or consenting to any amendment or change of
any terms of any such agreement or instrument, each as amended from time to
time; (ii) granting extensions or renewals of any such agreement or instrument
and any other indulgence with respect thereto, or effecting any release,
compromise or settlement with respect thereto; (iii) releasing any Person liable
in any manner for the payment or collection of any Senior Indebtedness; (iv)
substituting, exchanging or releasing or otherwise disposing of any item of
security at any time securing any Senior Indebtedness, whether or not the
collateral, if any, received upon the exercise of such power shall be of a
character or value the same as or different from the character or value of the
item of security released; (v) exercising or refraining from exercising any
rights or remedies against the Company or any other Person; and (vi) taking any
other action, or refraining from taking any action, that, in the absence of
authority granted hereby, could have the effect of impairing, invalidating or
rendering unenforceable, in whole or in part, or otherwise affecting, any of the
provisions of this Article Thirteen.

SECTION 1309.  Holders Authorize Trustee to Effectuate Subordination of
               Securities.

                  Each Holder of the Securities by his or her acceptance thereof
authorizes and expressly directs the Trustee on his or her behalf to take such
action in accordance with the terms of this Indenture as may be necessary or
appropriate to effectuate the subordination provisions contained in this Article
Thirteen and to protect the rights of the Holders pursuant to this Indenture,
and appoints the Trustee his or her attorney-in-fact for such purpose,
including, in the event of any dissolution, winding up, liquidation or any
reorganization or

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<PAGE>   82
similar proceeding with respect to the Company (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company)
tending towards liquidation of the business and assets of the Company, the
immediate filing of a claim for the unpaid balance of his or her Securities in
the form required in said proceedings and cause said claim to be approved. If
the Trustee does not file a proper claim or proof of debt in the form required
in such proceeding prior to 30 days before the expiration of the time to file
such claim or claims, then the holders of the Senior Indebtedness or their
respective representatives are hereby authorized to have the right to file and
are hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Indebtedness or their respective
representatives 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 or the holders of Senior Indebtedness or their respective
representatives to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 1310. Right of Trustee to Hold Senior Indebtedness.

                  The Trustee shall be entitled to all of the rights set forth
in this Article Thirteen in respect of any Senior Indebtedness at any time held
by it to the same extent as any other holder of Senior Indebtedness, and nothing
in this Indenture shall be construed to deprive the Trustee of any of its rights
as such holder.

SECTION 1311. Article Thirteen Not to Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Securities by reason of any provision of this Article Thirteen
shall not be construed as preventing the occurrence of a Default or an Event of
Default under Section 501 or in any way prevent the Holders from exercising any
right hereunder other than the right to receive payment on the Securities.

SECTION 1312. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness, and shall not be liable to any such holders
(other than for its willful misconduct, bad faith or negligence) if it shall in
good faith mistakenly pay over or distribute to the Holders of Securities or the
Company or any other person, cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article Thirteen or
otherwise. Nothing in this Section 1312 shall affect the obligation of any other
such person to hold such payment for the benefit of, and to pay such payment
over to, the holders of Senior Indebtedness or their representative.


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<PAGE>   83
                  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.

                                    AMERCO,
                                    a Nevada corporation



                                    By:__________________________________
                                       Gary V. Klinefelter
                                       Secretary and General Counsel
Attest:


_________________________________
John A. Lorentz
Assistant Secretary


                                   THE Bank of New York,
                                   as Trustee



                                   By:__________________________________

                                   Its:__________________________________








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STATE OF ARIZONA           )
                           )   ss.:
COUNTY OF MARICOPA         )


         On the __th day of March, 1999, before me personally came Gary V.
Klinefelter, to me known, who, being by me duly sworn, did depose and say that
he is Secretary and General Counsel of AMERCO, one of the corporations described
in and which executed the foregoing instrument; that he 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 he signed his name thereto by like authority.


                                          _______________________________
                                          Notary Public
                                          State of Arizona
                                          My Commission expires: