<PAGE>   1
                                                                     EXHIBIT 4.1


                               DTE ENERGY COMPANY


                                       TO


                              THE BANK OF NEW YORK
                                     TRUSTEE


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


                              AMENDED AND RESTATED
                                    INDENTURE

                            DATED AS OF APRIL 9, 2001

                      (AMENDING AND RESTATING THE INDENTURE
                            DATED AS OF JUNE 15, 1998
                       BETWEEN DTE CAPITAL CORPORATION AND
                        THE BANK OF NEW YORK, AS TRUSTEE)


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


                                 DEBT SECURITIES

<PAGE>   2


                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture

<TABLE>
<CAPTION>
Trust Indenture
   Act Section                                                                                     Indenture Section
<S>                                                                                                <C>
ss.310(a)(1).......................................................................................       607
 (a)(2)............................................................................................       607
 (b)...............................................................................................   608,609
ss.312(a)..........................................................................................       701
 (b)...............................................................................................       702
 (c)...............................................................................................       702
ss.313(a)..........................................................................................       703
 (b)(2)............................................................................................       703
 (c)...............................................................................................       703
 (d)...............................................................................................       703
ss.314(a)..........................................................................................       704
 (c)(1)............................................................................................       102
 (c)(2)............................................................................................       102
 (e)...............................................................................................       102
 (f)...............................................................................................       102
ss.316(a) (last sentence)..........................................................................       101
 (a)(1)(A) ........................................................................................   502,512
 (a)(1)(B).........................................................................................       513
 (b)...............................................................................................       508
ss.317(a)(1).......................................................................................       503
 (a)(2)............................................................................................       504
 (b)...............................................................................................      1003
ss.318(a)..........................................................................................       108
</TABLE>


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

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.

         Attention should also be directed to Section 318(c) of the Trust
         Indenture Act, which provides that the provisions of Sections 310 to
         and including 317 are a part of and govern every qualified indenture,
         whether or not physically contained herein.






<PAGE>   3

                                Table of Contents
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                        <C>                                                                                 <C>
                                                    ARTICLE ONE
                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.               Definitions............................................................................1
SECTION 102.               Compliance Certificates and Opinions..................................................10
SECTION 103.               Form of Documents Delivered to Trustee................................................11
SECTION 104.               Acts of Holders.......................................................................12
SECTION 105.               Notices, Etc., to Trustee and Company.................................................14
SECTION 106.               Notice to Holders of Securities; Waiver...............................................14
SECTION 107.               Language of Notice, Etc...............................................................15
SECTION 108.               Trust Indenture Act...................................................................15
SECTION 109.               Effect of Headings and Table of Contents..............................................15
SECTION 110.               Successors and Assigns................................................................15
SECTION 111.               Separability Clause...................................................................15
SECTION 112.               Benefits of Indenture.................................................................16
SECTION 113.               Governing Law.........................................................................16
SECTION 114.               Legal Holidays........................................................................16
SECTION 115.               Corporate Obligation..................................................................16
SECTION 116.               Judgment Currency.....................................................................16

                                                    ARTICLE TWO
                                                  SECURITY FORMS

SECTION 201.               Forms Generally.......................................................................17
SECTION 202.               Form of Trustee's Certificate of Authentication.......................................17
SECTION 203.               Securities in Global Form.............................................................18

                                                   ARTICLE THREE
                                                  THE SECURITIES

SECTION 301.               Amount Unlimited: Issuable in Series..................................................19
SECTION 302.               Currency; Denominations...............................................................25
SECTION 303.               Execution; Authentication; Delivery and Dating........................................25
SECTION 304.               Temporary Securities; Exchange of Temporary Securities................................27
SECTION 305.               Registration; Registration of Transfer and Exchange...................................27
SECTION 306.               Mutilated, Destroyed, Lost and Stolen Securities and Coupons..........................30
SECTION 307.               Payment of Interest and Certain Additional Amounts; Rights to
                           Interest and Certain Additional Amounts Preserved.....................................31
SECTION 308.               Persons Deemed Owners.................................................................33
SECTION 309.               Cancellation..........................................................................34
SECTION 310.               Computation of Interest...............................................................34
SECTION 311.               CUSIP Numbers.........................................................................34
</TABLE>




                                       i
<PAGE>   4

<TABLE>
<S>                        <C>                                                                                   <C>
                                                   ARTICLE FOUR
                                            SATISFACTION AND DISCHARGE

SECTION 401.               Satisfaction and Discharge of Indenture...............................................35
SECTION 402.               Application of Trust Money............................................................36
SECTION 403.               Defeasance and Covenant Defeasance....................................................36
SECTION 404.               Reinstatement.........................................................................40

                                                   ARTICLE FIVE
                                                     REMEDIES

SECTION 501.               Events of Default.....................................................................41
SECTION 502.               Acceleration of Maturity: Rescission and Annulment....................................42
SECTION 503.               Collection of Indebtedness and Suits for Enforcement by Trustee.......................44
SECTION 504.               Trustee May File Proofs of Claim......................................................44
SECTION 505.               Trustee May Enforce Claims Without Possession of Securities or
                           Coupons...............................................................................45
SECTION 506.               Application of Money Collected........................................................45
SECTION 507.               Limitation on Suits...................................................................46
SECTION 508.               Unconditional Right of Holders to Receive Principal, Premium,
                           Interest and Additional Amounts.......................................................46
SECTION 509.               Restoration of Rights and Remedies....................................................47
SECTION 510.               Rights and Remedies Cumulative........................................................47
SECTION 511.               Delay or Omission Not Waiver..........................................................47
SECTION 512.               Control by Holders of Securities......................................................47
SECTION 513.               Waiver of Past Defaults...............................................................48
SECTION 514.               Undertaking for Costs.................................................................48
SECTION 515.               Waiver of Stay or Extension Laws......................................................48

                                                    ARTICLE SIX
                                                    THE TRUSTEE

SECTION 601.               Notice of Defaults....................................................................49
SECTION 602.               Certain Rights of Trustee.............................................................49
SECTION 603.               Not Responsible for Recitals or Issuance of Securities................................50
SECTION 604.               May Hold Securities...................................................................51
SECTION 605.               Money Held in Trust...................................................................51
SECTION 606.               Compensation and Reimbursement........................................................51
SECTION 607.               Corporate Trustee Required; Eligibility...............................................52
SECTION 608.               Disqualification, Conflicting Interests...............................................52
SECTION 609.               Resignation and Removal; Appointment of Successor.....................................52
SECTION 610.               Acceptance of Appointment by Successor................................................54
SECTION 611.               Merger, Conversion, Consolidation or Succession to Business...........................55
SECTION 612.               Preferential Collection of Claims Against the Company.................................55
SECTION 613.               Appointment of Authenticating Agent...................................................55
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                       <C>                                                                                   <C>
                                                   ARTICLE SEVEN
                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.               Company to Furnish Trustee Names and Addresses of Holders.............................57
SECTION 702.               Preservation of Information; Communications to Holders................................57
SECTION 703.               Reports by Trustee....................................................................58
SECTION 704.               Reports by Company....................................................................58

                                                   ARTICLE EIGHT
                               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.               Company May Consolidate, Etc., Only on Certain Terms..................................59
SECTION 802.               Successor Person Substituted..........................................................60

                                                    ARTICLE NINE
                                              SUPPLEMENTAL INDENTURES

SECTION 901.               Supplemental Indentures Without Consent of Holders....................................60
SECTION 902.               Supplemental Indentures with Consent of Holders.......................................62
SECTION 903.               Execution of Supplemental Indentures..................................................63
SECTION 904.               Effect of Supplemental Indentures.....................................................64
SECTION 905.               Conformity with Trust Indenture Act...................................................64
SECTION 906.               Reference in Securities to Supplemental Indentures....................................64

                                                    ARTICLE TEN
                                                     COVENANTS

SECTION 1001.              Payment of Principal, Premium and Interest............................................64
SECTION 1002.              Maintenance of Office or Agency.......................................................64
SECTION 1003.              Money for Securities Payments to Be Held in Trust.....................................66
SECTION 1004.              Additional Amounts....................................................................67
SECTION 1005.              Existence.............................................................................68
SECTION 1006.              Payment of Taxes and Other Claims.....................................................68
SECTION 1007.              Change in Nature of Business..........................................................68
SECTION 1008.              Accounting Changes....................................................................68
SECTION 1009.              Limitation on Secured Debt............................................................68
SECTION 1010.              Statement by Officers as to Default...................................................70
SECTION 1011.              Waiver of Certain Covenants...........................................................70
SECTION 1012.              Calculation of Original Issue Discount................................................70

                                                  ARTICLE ELEVEN
                                             REDEMPTION OF SECURITIES

SECTION 1101.              Applicability of Article..............................................................71
SECTION 1102.              Election to Redeem; Notice to Trustee.................................................71
SECTION 1103.              Selection by Trustee of Securities to Be Redeemed.....................................71
SECTION 1104.              Notice of Redemption..................................................................72
SECTION 1105.              Deposit of Redemption Price...........................................................73
</TABLE>

                                      iii
<PAGE>   6

<TABLE>
<S>                        <C>                                                                                   <C>
SECTION 1106.              Securities Payable on Redemption Date.................................................73
SECTION 1107.              Securities Redeemed in Part...........................................................74

                                                  ARTICLE TWELVE
                                                   SINKING FUNDS

SECTION 1201.              Applicability of Article..............................................................74
SECTION 1202.              Satisfaction of Sinking Fund Payments with Securities.................................75
SECTION 1203.              Redemption of Securities for Sinking Fund.............................................75

                                                 ARTICLE THIRTEEN
                                         MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.              Purposes for Which Meetings May Be Called.............................................75
SECTION 1302.              Call, Notice and Place of Meetings....................................................76
SECTION 1303.              Persons Entitled to Vote at Meetings..................................................76
SECTION 1304.              Quorum; Action........................................................................76
SECTION 1305.              Determination of Voting Rights; Conduct and Adjournment of
                           Meetings..............................................................................77
SECTION 1306.              Counting Votes and Recording Action of Meetings.......................................78

                                                 ARTICLE FOURTEEN
                                        REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1401.              Applicability of Article..............................................................79

                                                  ARTICLE FIFTEEN
                                         SECURITIES IN FOREIGN CURRENCIES

SECTION 1501.              Applicability of Article..............................................................79

EXHIBIT A                  Form of Certificate To Be Given By Person Entitled To Receive
                           Bearer Security......................................................................A-1
</TABLE>



                                       iv
<PAGE>   7

         AMENDED AND RESTATED INDENTURE, dated as of April 9, 2001, between DTE
ENERGY COMPANY, a corporation duly organized and existing under the laws of the
State of Michigan (herein called the "Company"), having its principal office at
2000 2nd Avenue, Detroit, Michigan 48226, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee (herein called the "Trustee"), the office of the
Trustee at which at the date hereof its corporate trust business is principally
administered being 101 Barclay Street, Floor 21W, New York, New York 10286.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture (as hereinafter defined) to provide for the issuance from time to time
of its debt securities (herein called the "Securities"), to be issued in one or
more series as in this Indenture provided.

         The Company has duly authorized the amendment and restatement of the
Indenture dated as of June 15, 1998 between DTE Capital Corporation and The Bank
of New York, as trustee, as supplemented, and the assumption of obligations
thereunder.

         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 (hereinafter defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Securities, 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, except as
         otherwise herein expressly provided, the term "GAAP" with respect to
         any computation required or permitted hereunder shall mean such
         accounting principles as are generally accepted in the United States of
         America at the date of such computation; and



<PAGE>   8



              (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.

              (5) The word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both", not "either A or B but not
         both").

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

         "Accountant" means any Person engaged in the practice of accounting who
(except when this Indenture provides that an Accountant must be Independent) may
be employed by or affiliated with the Company or an Affiliate of the Company.

         "Act", when used with respect to any holder of a Security, has the
meaning specified in Section 104.

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

         "Affiliate" of any specified Person means any other person on 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 Stock, 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 613 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in which publication is required under
the terms hereof or under the terms of a Security or in the financial community
of such place. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day.

         "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Security in temporary or permanent global bearer form.

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


                                       2
<PAGE>   9


         "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.

         "Business Day", when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in that Place of Payment, the State of
Michigan or other location are authorized or obligated by or pursuant to law or
executive order to close.

         "Clearstream Banking Luxembourg" means Clearstream Banking, societe
anonyme (formerly Cedelbank), a corporation organized under the laws of the
Grand Duchy of Luxembourg or, if any time after the execution of this instrument
Clearstream Banking Luxembourg is not existing and performing the duties now
being performed by it, then the successor Person performing such duties.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of 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.

         "Common Stock" includes any capital stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.

         "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 President, a
Vice President, its Treasurer, an Assistant Treasurer, its Controller, an
Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

         "consolidated" refers to the consolidation of accounts in accordance
with GAAP.

         "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country or the confederation which issued such
Foreign Currency and for the settlement of transactions by a central bank or
other public institutions of or within the international banking community or
(ii) any Currency unit or composite Currency for the purposes for which it was
established.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business shall be principally administered, which office at the date hereof is
that indicated in the introductory paragraph of this Indenture.


                                       3
<PAGE>   10


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

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

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

         "Debt" means (A) indebtedness for borrowed money evidenced by a bond,
debenture, note or other written instrument or agreement by which the Company is
obligated to repay such borrowed money and (B) any guaranty by the Company of
any such indebtedness of another Person.

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

         "Dollar" or "$" means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

         "Euroclear Operator" means Euroclear Bank, as operator of the Euroclear
System, or, if at any time after the execution of this instrument, Euroclear
Bank is not existing and performing the duties now being performed by it, then
the successor Person performing such duties.

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

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

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

         "GAAP" means generally accepted accounting principles, as in effect
from time to time, as used in the United States applied on a consistent basis.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other government
or



                                       4
<PAGE>   11

governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "Holder", when used with respect to any Security, means in the case of
a Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any Coupon, means the bearer thereof.

         "Indebtedness" of any Person at any date of determination means,
without duplication, (a) all indebtedness of such Person for borrowed money, (b)
all obligations of such Person for the deferred purchase price of property or
services (other than trade payables not overdue by more than 60 days incurred in
the ordinary course of such Person's business), (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (e) all obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as capital leases, (f) all
obligations, contingent or otherwise, of such Person in respect of acceptances,
letters of credit or similar extensions of credit, (g) all obligations of such
Person in respect of interest rate swap, cap or collar agreements, interest rate
future or option contracts, currency swap agreements, currency future or option
contracts and other similar agreements, (h) all Indebtedness of others referred
to in clauses (a) through (g) above or clause (i) below guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such person through an agreement (1) to pay or purchase such
Indebtedness or to advance or supply funds for the payment or purchase of such
Indebtedness, (2) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss, (3) to supply funds to or in any other manner invest
in the debtor (including any agreement to pay for property or services
irrespective of whether such property is received or such services are rendered)
or (4) otherwise to assure a creditor against loss, and (i) all Indebtedness
referred to in clauses (a) through (h) above secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness.

         "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.



                                       5
<PAGE>   12


         "Independent", when used with respect to any specified Person, means
such a Person who is in fact independent of the Company and any other obligor
upon the Securities, does not have any direct financial interest or any material
indirect financial interest in the Company or in any such other obligor or in an
Affiliate of the Company or such other obligor and is not connected with the
Company or any such other obligor as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions.
Whenever it is herein provided that an opinion or certificate of any Independent
Person shall be furnished to the Trustee, such Person shall be appointed by
Company Order and approved by the Trustee in the exercise of reasonable care and
such opinion or certificate shall state that the signer has read this definition
and that the signer is Independent within the meaning thereof.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity, and premium, if any,
interest, if any, or Additional Amounts thereon may be determined with reference
to an index, formula or other method or methods.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, with respect to any Security which provides for the
payment of Additional Amounts pursuant to Section 1004, includes such Additional
Amounts.

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

         "Judgment Currency" has the meaning specified in Section 116.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof or any agreement
to give any security interest).

         "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, by
declaration of acceleration, upon any redemption or otherwise.

         "New York Banking Day" has the meaning specified in Section 116.

         "Officers' Certificate" means a certificate signed by (i) the Chairman
of the Board, the President or a Vice President of the Company, and (ii) the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company that complies with the
requirements of Section 314(e) of the Trust Indenture Act, and is delivered to
the Trustee.

         "Opinion of Counsel" means a written opinion of counsel who shall be
acceptable to the Trustee and, where applicable, the Company, which counsel may
be counsel for or an employee of the Company, that, if required by the Trust
Indenture Act, complies with the requirements of Section 314(e) of the Trust
Indenture Act.


                                       6
<PAGE>   13



         "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 Security
              Registrar or Authenticating Agent or delivered to the Security
              Registrar or an Authenticating Agent for cancellation;

                    (ii) Securities for whose payment or redemption money in the
              necessary amount has been theretofore deposited pursuant hereto
              (other than pursuant to Section 403) with the Trustee or any
              Paying Agent (other than the Company) in trust or set aside and
              segregated in trust by the Company (if the Company shall act as
              its own Paying Agent) for the Holders of such Securities and any
              Coupons thereto appertaining; 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 with respect to which the Company has
              effected defeasance pursuant to the terms hereof, except to the
              extent provided in Section 403;

                    (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 or Authenticating Agent proof
              satisfactory to it that such Securities are held by a bona fide
              purchaser in whose hands such Securities are valid obligations of
              the Company; and

                    (v) Securities converted or exchanged as contemplated by
              this Indenture into Common Stock of the Company or other
              securities, if the terms of such Security provide for such
              conversion or exchange pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities (a) the principal amount
of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the principal amount thereof that would be due and payable as of the
date of such determination upon acceleration of the Maturity thereof pursuant to
Section 502, (b) the principal amount of any Indexed Security that may be
counted in making such determination and that shall be deemed Outstanding for
such purposes shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to this
Indenture, (c) the principal amount of a Security denominated in a Foreign
Currency shall be the U.S. dollar equivalent, determined on the date of original
issuance of such Security by the Company in good faith, of the principal amount
(or, in the case of an Original Issue Discount





                                       7
<PAGE>   14

Security, the U.S. dollar equivalent, determined on the date of original
issuance of such Security, of the amount determined as provided in (a) above),
of such Security, and (d) 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 or upon any
such determination as to the presence of a quorum, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         "Paying Agent" means any Person, including the Company, authorized by
the Company to pay the principal of (and premium, if any) or interest on, or any
Additional Amounts with respect to, any Securities on behalf of the Company.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the Corporate Trust Office of the Trustee or such place or places
specified in a supplemental indenture where, subject to the provisions of
Section 1002, the principal of (and premium, if any) and interest on, or any
Additional Amounts with respect to, the Securities of that series are payable as
specified in accordance with 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 or a Security to which a
mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen Coupon
appertains, as the case may be.

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

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

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

         "Required Currency" has the meaning specified in Section 116.




                                       8
<PAGE>   15

         "Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Division, Trustee Administration (or any
successor group of the Trustee), including any vice president, any assistant
vice president, the secretary, any assistant secretary, any trust officer or
assistant trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Secured Debt" means Debt created, issued, incurred or assumed by the
Company which is secured by a Lien upon any shares of stock (or equivalent
thereof) of any Significant Subsidiary of the Company, whether owned at the date
of the initial authentication and delivery of the Securities, or thereafter
acquired.

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

         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Register" has the meaning specified in Section 305.

         "Security Registrar" means the Person appointed by the Company to
register Registered Securities and transfers of Registered Securities as
provided in Section 305.

         "Significant Subsidiary" means any Subsidiary of the Company that is a
"significant subsidiary" as defined in Regulation S-X.

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means the date determined pursuant to
Section 307.

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

         "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest
in such trust or estate is at the time directly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's 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




                                       9
<PAGE>   16

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
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rule or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be except as provided in
Section 905.

         "United States" means the United States of America (including the
states thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction.

         "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depositary" or "Depositary" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depositary by the Company pursuant to Section 301, which must
be a clearing agency registered under the Exchange Act, and, if so provided
pursuant to Section 301 with respect to any Security, any successor to such
Person. If at any time there is more than one such Person, "U.S. Depositary" or
"Depositary" shall mean, with respect to any Securities, the qualifying entity
which has been appointed with respect to such Securities.

         "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".

         "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even if the right so
to vote has been suspended by the happening of such a contingency.

SECTION 102.      Compliance Certificates and Opinions.

         Except as otherwise expressly provided by this Indenture, upon any
application or request by the Company (i) to the Trustee to take any action
under any provision of this Indenture or (ii) to any Authenticating Agent to
authenticate Securities of any series upon original issuance, the Company shall
furnish to the Trustee or such Authenticating Agent (with a copy to the Trustee)
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, and, in the case of
conditions precedent compliance with which is subject to verification by
Accountants, engineers, appraisers or other experts, a certificate or opinion of
an Accountant, engineer, appraiser or other expert (which Accountant, engineer,
appraiser or other expert shall




                                       10
<PAGE>   17

be Independent if required by the Trust Indenture Act), except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by. any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         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 covenant or condition has been complied with.

SECTION 103.      Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company 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. Any Opinion of Counsel may be based on the written
opinion of other counsel, in which event such Opinion of Counsel shall be
accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Trustee may reasonably rely upon the opinion of such other counsel.

         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.




                                       11
<PAGE>   18


SECTION 104.      Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Holders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Holders in
         person or by an agent duly appointed in writing. If Securities of a
         series are issuable as Bearer Securities, any request, demand,
         authorization, direction, notice, consent, waiver or other action
         provided by this Indenture to be given or taken by Holders of such
         series may, alternatively, be embodied in and evidenced by the record
         of Holders of Securities of such series voting in favor thereof, either
         in person or by proxies duly appointed in writing, at any meeting of
         Holders of Securities of such series duly called and held in accordance
         with the provisions of Article Thirteen, or a combination of such
         instruments and any such record. Except as herein otherwise expressly
         provided, such action shall become effective when such instrument or
         instruments or record or both are delivered to the Trustee and, where
         it is hereby expressly required, to the Company. Such instrument or
         instruments and any such record (and the action embodied therein and
         evidenced thereby) are herein sometimes referred to as the "Act" of the
         Holders signing such instrument or instruments and so voting at any
         such meeting. Proof of execution of any such instrument or of a writing
         appointing any such agent, or of the holding by any Person of a
         Security, shall be sufficient for any purpose of this Indenture and
         conclusive in favor of the Trustee and the Company, if made in the
         manner provided in this Section. The record of any meeting of Holders
         of Securities shall be proved in the manner provided in Section 1306.

                  Without limiting the generality of this Section 104, unless
         otherwise established in or pursuant to a Board Resolution or set forth
         or determined in an Officers' Certificate, or established in one or
         more indentures supplemental hereto, pursuant to Section 301, a Holder,
         including a U.S. Depositary that is a Holder of a global Security, may
         make, give or take, by a proxy, or proxies, duly appointed in writing,
         any request, demand, authorization, direction, notice, consent, waiver
         or other action provided in this Indenture to be made, given or taken
         by Holders, and a U.S. Depositary that is a Holder of a global Security
         may provide its proxy or proxies to the beneficial owners of interests
         in any such global Security through such U.S. Depositary's standing
         instructions and customary practices.

                  The Trustee or the Company shall fix a record date, which
         shall be not more than 60 days prior to the first solicitation of such
         Holders, for the purpose of determining the Persons who are beneficial
         owners of interest in any permanent global Security held by a U.S.
         Depositary entitled under the procedures of such U.S. Depositary to
         make, give or take, by a proxy or proxies duly appointed in writing,
         any request, demand, authorization, direction, notice, consent, waiver
         or other action provided in this Indenture to be made, given or taken
         by Holders. If such a record date is fixed, the Holders on such record
         date or their duly appointed proxy or proxies, and only such Persons
         shall be entitled to make, give or take such request, demand,
         authorization, direction, notice, consent, waiver or other action,
         whether or not such Holders remain Holders after such record date. No
         such request, demand, authorization, direction, notice, consent, waiver
         or other action shall be valid or effective if made, given or taken
         more than 120 days after such record date.



                                       12
<PAGE>   19


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

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

                  (d) The ownership, principal amount and serial numbers of
         Bearer Securities held by any Person, and the date of holding the same,
         may be proved by the production of such Bearer Securities or by a
         certificate executed, as depositary, by any trust company, bank, banker
         or other depositary, wherever situated, if such certificate shall be
         deemed by the Trustee to be satisfactory, showing that at the date
         therein mentioned such Person had on deposit with such depositary, or
         exhibited to it, the Bearer Securities therein described; or such facts
         may be proved by the certificate or affidavit of the Person holding
         such Bearer Securities, if such certificate or affidavit is deemed by
         the Trustee to be satisfactory. The Trustee and the Company may assume
         that such ownership of any Bearer Security continues until (1) another
         certificate or affidavit bearing a later date issued in respect of the
         same Bearer Security is produced, or (2) such Bearer Security is
         produced to the Trustee by some other Person, or (3) such Bearer
         Security is surrendered in exchange for a Registered Security, or (4)
         such Bearer Security is no longer Outstanding. The ownership, principal
         amount and serial numbers of Bearer Securities held by any Person, and
         the date of holding the same, may also be proved in any other manner
         which the Trustee deems sufficient.

                  (e) If the Company shall solicit from the Holders of any
         Registered Securities any request, demand, authorization, direction,
         notice, consent, waiver or other Act, the Company may at its option, by
         a Board Resolution, fix in advance a record date, which shall be not
         more than 60 days prior to the first solicitation of such Holders, for
         the determination of Holders of Registered Securities entitled to give
         such request, demand, authorization, direction, notice, consent, waiver
         or other Act, but the Company shall have no obligation to do so. If
         such a record date is fixed, such request, demand, authorization,
         direction, notice, consent, waiver or other Act may be given before or
         after such record date, but only the Holders of Registered Securities
         of record at the close of business on such record date shall be deemed
         to be Holders for the purposes of determining whether Holders of the
         requisite proportion of Outstanding Securities have authorized or
         agreed or consented to such request, demand, authorization, direction,
         notice, consent, waiver or other Act, and for that purpose the
         Outstanding Securities shall be computed as of such record date;
         provided that no such authorization, agreement or consent by the
         Holders on such record date shall be deemed effective unless it shall
         become effective pursuant to the provisions of this Indenture not later
         than six months after the record date.




                                       13
<PAGE>   20

                  (f) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Security shall bind
         every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Trustee 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 made,
         given, furnished or filed in writing to or with the Trustee at its
         Corporate Trust Office and unless otherwise herein expressly provided,
         any such document shall be deemed to be sufficiently made, given,
         furnished or filed upon its receipt by a Responsible Officer of 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 of Securities; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,

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

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities if published on a Business Day in an Authorized
         Newspaper in The City of New York and in such other city or cities as
         may be specified in such Securities, at least twice, each such
         publication to be not earlier than the earliest date, and not later
         than the latest date, prescribed for the giving of such notice.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered
Security, shall affect the




                                       14
<PAGE>   21


sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

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

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

SECTION 107.      Language of Notice, Etc.

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

SECTION 108.      Trust Indenture Act.

          The parties hereto agree that this Indenture shall be subject to the
provisions of the Trust Indenture Act that are required to be part of an
Indenture to be qualified under the Trust Indenture Act, and that all provisions
which the Trust Indenture Act provides as automatically deemed to be included in
an indenture to be qualified thereunder shall be included herein. In the event
of any conflict between the provisions hereof and the provisions of the Trust
Indenture Act, the provisions of the Trust Indenture Act shall control.

SECTION 109.      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 110.      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 111.      Separability Clause.

         In case any provision in this Indenture or the Securities or Coupons
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                       15
<PAGE>   22




SECTION 112.      Benefits of Indenture.

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

SECTION 113.      Governing Law.

         This Indenture and the Securities and Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in such
state.

SECTION 114.      Legal Holidays.

         Except as specified pursuant to Section 301, in any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security, or
the last date on which a Holder has the right to convert or exchange Securities
of a series that are convertible or exchangeable, shall not be a Business Day at
any Place of Payment, or where any date on which notice is required to be mailed
or published shall not be a Business Day at the Corporate Trust Office, then
(notwithstanding any other provision of this Indenture or of the Securities or
Coupons other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, if any), or conversion or
exchange of Securities of a series that are convertible or exchangeable or
mailing or publication of such notice need not be made at such Place of Payment
or at such Corporate Trust Office on such date, but may be made, converted or
exchanged, mailed or published on the next succeeding Business Day at such Place
of Payment or at such Corporate Trust Office with the same force and effect as
if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity or on such last day for conversion or exchange, or other required date
for the mailing or publication of such notice, as the case may be, and in the
case of payment to be made on any such Security, no interest shall accrue or be
payable as a result of the making of such payment after any such nominal date,
provided such payment is made in full on such next succeeding Business Day.

SECTION 115.      Corporate Obligation.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith except as otherwise expressly provided in any such certificate or
other writing.

SECTION 116.      Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of, or
premium or interest, if any, or Additional Amounts on the Securities of any
series (the "Required Currency") into a Currency in which a judgment will



                                       16
<PAGE>   23

be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the requisite amount of the Required Currency
with the Judgment Currency on the New York Banking Day preceding the day on
which a final unappealable judgment is given and (b) its obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with clause (a)), in any Currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or executive
order to be closed.

                                  ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      Forms Generally.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related Coupons shall be in such form
(including temporary or permanent global form) as shall be authorized by 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 or Coupons, as evidenced by their execution of the Securities or
Coupons.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

         Unless otherwise specified as contemplated by Section 301, Bearer
Securities other than Bearer Securities in global form shall have interest
Coupons attached.

         The definitive Securities and Coupons, if any, shall be printed,
typewritten, 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 or Coupons.

SECTION 202.      Form of Trustee's Certificate of Authentication.

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

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

                                                  The Bank of New York
                                                    as Trustee


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



                                       17
<PAGE>   24


SECTION 203.      Securities in Global Form.

         If Securities of a series are issuable in global form, then any such
Security shall represent such of the Outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
outstanding Securities represented thereby shall be made by the Security
Registrar in such manner and upon instructions given by such Person or Persons
as shall be specified in such Security or in a Company Order delivered to the
Security Registrar with such Security. Subject to the provisions of Section 303
and, if applicable, Section 304, the Trustee or Authenticating Agent shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified in such Security or
in a Company Order delivered pursuant to Section 303 or Section 304, as
applicable. If a Company Order pursuant to Section 303 or Section 304 has been,
or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel.

         The provisions of the last sentence of Section 303 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Security Registrar the Security in
global form together with written instructions (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) (a copy of
which instructions shall be delivered to the Trustee) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303.

         Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of (and premium,
if any) and interest on, and any Additional Amounts in respect of, any Security
in permanent global form shall be made to the Holder thereof.

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or of the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
permanent global Security in registered form, the Holder of such permanent
global Security in registered form, or (ii) in the case of a permanent global
Security in Bearer form, the Person or Persons as may be specified pursuant to
Section 301.




                                       18
<PAGE>   25

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      Amount Unlimited: Issuable in Series.

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

         The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto:

                  (1) the title of the Securities, which may include medium-term
         notes, of the series in which such Securities shall be included;

                  (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, upon repayment in part of any Registered Security of the series
         pursuant to Article Fourteen, upon surrender in part of any Registered
         Security for conversion into Common Stock of the Company or exchange
         for other securities pursuant to its terms, or pursuant to or as
         contemplated by the terms of such Securities and except for any
         Securities which, pursuant to Section 303, are deemed never to have
         been authenticated and delivered hereunder);

                  (3) whether Securities of the series are to represent senior
         or subordinated indebtedness of the Company and, if subordinated
         Securities, the specific subordination provisions applicable thereto;

                  (4) in the case of subordinated Securities, the relative
         degree, if any, to which such subordinated Securities of the series
         will be senior to or be subordinated to other series of subordinated
         Securities or other Indebtedness of the Company in right of payment,
         whether such other series of subordinated Securities or other
         Indebtedness is outstanding or not;

                  (5) whether Securities of the series are to be issuable as
         Registered Securities, Bearer Securities or both, whether Securities of
         the series are to be issuable with or without Coupons or both, whether
         any Securities of the series are to be issuable initially in temporary
         global form and whether any Securities of the series are to be issuable
         in permanent global form and, if so, whether beneficial owners of
         interests in any such permanent global Security may exchange such
         interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur, if other than in the manner provided in
         Section 305, the name of the Depositary or the U.S. Depositary, as the
         case may be, with respect to such global Security;




                                       19
<PAGE>   26

                  (6) (i) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name that Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, (ii) the manner in which, or the Person to whom, any interest
         on any Bearer Security of the series shall be payable, if otherwise
         than upon presentation and surrender of the Coupons appertaining
         thereto as they severally mature, and (iii) the extent to which, or the
         manner in which, any interest payable on a temporary global Security on
         an Interest Payment Date will be paid if other than in the manner
         provided in Section 304;

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

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

                  (9) the place or places where, subject to the provisions of
         Section 1002, the principal of (and premium, if any) and interest
         (including Additional Amounts) on Securities of the series shall be
         payable, any Registered Securities of the series may be surrendered for
         registration of transfer, Securities of the series may be surrendered
         for conversion or exchange, notices and demands to or upon the Company
         in respect of the Securities of the series and this Indenture may be
         served and where notice to Holders pursuant to Section 106 will be
         published;

                  (10) whether the Securities of a series or any of them are to
         be redeemable at the option of the Company and, if so, the date or
         dates on which, 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;

                  (11) whether the Company is obligated 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 date or dates
         on which, the period or period within which, the price or prices at
         which and the terms and condition upon which Securities of the series
         shall be redeemed or purchased, in whole or in part, pursuant to such
         obligation and any provision for the remarketing of the Securities of
         the series so redeemed or purchased;

                  (12) the authorized denominations in which any Registered
         Securities of the series shall be issuable, if other than the
         denominations provided in Section 302, and the




                                       20
<PAGE>   27

         denomination or denominations in which any Bearer Securities of the
         series shall be issuable, if other than the denominations provided in
         Section 302;

                  (13) whether the Securities of the series will be convertible
         into shares of Common Stock of the Company and/or exchangeable for
         other securities, whether or not issued by the Company, and, if so, the
         terms and conditions upon which such Securities will be so convertible
         or exchangeable, and any deletions from or modifications or additions
         to this Indenture to permit or to facilitate the issuance of such
         convertible or exchangeable Securities or the administration thereof;

                  (14) if other than the principal amount thereof, the portion
         of the principal amount of the Securities of the series or any of them
         which shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502 or the method by which such portion is
         to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
         payment of the principal of (and premium, if any) or interest, if any,
         on or any Additional Amounts in respect of the Securities of the series
         or any of them shall be payable;

                  (16) if the principal of (and premium, if any) or interest on
         or any Additional Amounts with respect to the Securities of the series
         are to be payable, at the election of the Company or a Holder thereof
         or otherwise, in Dollars or in a Foreign Currency other than that in
         which the Securities are stated to be payable, the Currency in which
         payment of the principal of (and premium, if any) and interest on or
         any Additional Amounts with respect to 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, and the time and manner of determining the exchange rate between
         the Currency in which such Securities are stated to be payable and the
         Currency in which such Securities or any of them are to be paid
         pursuant to such election, and any deletion from or modifications of or
         additions to the terms of this Indenture to provide for or to
         facilitate the issuance of Securities denominated or payable, at the
         election of the Company or a Holder thereof or otherwise, in a Foreign
         Currency;

                  (17) whether the amount of payments of principal of (and
         premium, if any) or interest (including Additional Amounts), if any, on
         the Securities of the series may be determined with reference to an
         index, formula or other method or methods (which index, formula or
         method or methods may be based, without limitation, on Dollars, one or
         more Foreign Currencies, commodities, equity securities, equity indices
         or other indices), and, if so, the terms and conditions upon which and
         the manner in which such amounts shall be determined and paid or
         payable;

                  (18) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to the
         Securities of the series or any of them, whether or not such Events of
         Default or covenants are consistent with the Events of Default or
         covenants set forth herein, and whether Section 1009 shall be
         applicable to the Securities of the series or any of them;



                                       21
<PAGE>   28


                  (19) whether either or both of Section 403(2) relating to
         defeasance or Section 403(3) relating to covenant defeasance shall be
         applicable to the Securities of the series, or any covenants in
         addition to those specified in Section 403(3) relating to the
         Securities of such series shall be subject to covenant defeasance, and
         any deletions from, or modifications or additions to, the provisions of
         Article Four in respect of the Securities of such series;

                  (20) whether any of such Securities are to be issuable upon
         the exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

                  (21) if the Securities of the series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and terms of such certificates, documents or conditions;

                  (22) with respect to any Securities that may be issued in a
         private offering, the restrictions on transfer and legends relating to
         such Securities of the series and whether Securities of the series are
         entitled to registration or exchange rights;

                  (23) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent and/or Authenticating Agent with respect to the
         Securities of the series;

                  (24) whether any of the Securities of a series shall be issued
         as Original Issue Discount Securities;

                  (25) whether a credit facility or other form of credit support
         will apply to Securities of such series, which may be different from
         any credit facility for any other series; and

                  (26) any other terms of the Securities of the series or any of
         them (which terms shall not be inconsistent with the provisions of this
         Indenture).

         All Securities of any one series, and the Coupons appertaining to any
Bearer Securities of such series, shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided by the Company in or pursuant to one or more Board Resolutions and set
forth in such Officers' Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Securities. All Securities of
any one series need not be issued at the same time and, unless otherwise so
provided by the Company, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         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
(including but not limited to such Board Resolution) shall be certified by the
Secretary or an Assistant Secretary of the Company



                                       22
<PAGE>   29

or certified by Company Order and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate or Company Order setting forth the terms
of the series.

         The Trustee shall be entitled to receive the following only at or
before the issuance of the first Security of each series issued under this
Indenture:

                  (a) Opinion(s) of Counsel. Opinion(s) of Counsel (such counsel
         being entitled to rely upon certificates, opinions or representations
         as to matters of fact to the extent permitted by Section 103 and, as to
         matters involving the laws of any state other than the state in which
         such counsel is admitted to practice, upon an Opinion of Counsel who
         shall be satisfactory to the Trustee) complying with the requirement of
         Section 102, if applicable, containing such qualifications and
         assumptions as may be appropriate in the circumstances, and addressed
         to the Trustee substantially to the effect that:

                           (i) the Company is a corporation duly organized and
                  validly existing in good standing under the laws of the State
                  of Michigan, with corporate power and authority to own its
                  properties and conduct its business as currently conducted;

                           (ii) the Indenture and, if applicable, any
                  supplemental indenture that is permitted by Sections 201 and
                  301 and which relates to the series of Securities to which
                  such opinion relates, have been duly authorized, executed and
                  delivered by the Company and constitute the legal, valid and
                  binding obligations of the Company, enforceable (except for
                  Section 111 of the Indenture as to which no opinion need be
                  expressed) in accordance with their terms (assuming the due
                  authorization, execution and delivery thereof by the Trustee),
                  except as such enforceability is subject to the effect of any
                  applicable bankruptcy, insolvency, reorganization or other law
                  relating to or affecting creditors' rights generally and to
                  general principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law);

                           (iii) the execution and delivery of the Indenture
                  and, if applicable, any supplemental indenture that is
                  permitted by Sections 201 and 301 and which relates to the
                  series of Securities to which such opinion relates, do not
                  and, assuming no change in the facts existing on the date such
                  opinion is rendered, the performance of and compliance with
                  the terms and provisions of the Indenture and, if applicable,
                  any such supplemental indenture, will not result in a breach
                  or violation of any of the terms and provisions of, or
                  constitute a default under, any existing statute, rule,
                  regulation or order of any governmental agency or body or any
                  court having jurisdiction over the Company or any of its
                  properties or, to the best of the knowledge of such counsel,
                  any existing agreement or instrument to which the Company is a
                  party or by which the Company is bound or to which any of the
                  properties of the Company is subject, or the existing charter
                  or bylaws of the Company;

                           (iv) if applicable, the Indenture has been duly
                  qualified under the Trust Indenture Act;


                                       23
<PAGE>   30


                           (v) the series of Securities to which such opinion
                  relates, together with any Coupons appertaining thereto, have
                  been duly and validly authorized by all necessary corporate
                  action on the part of the Company, and any such Security, when
                  the terms thereof have been established in accordance with the
                  terms of the Indenture and when such Security has been
                  executed and authenticated in accordance with the terms of the
                  Indenture (assuming the due authentication, execution and
                  delivery thereof by the Trustee or any Authenticating Agent,
                  which fact counsel need not verify by an inspection of such
                  Securities) and delivered and paid for in accordance with the
                  terms of any underwriting agreement, agency agreement or other
                  agreement providing for the sale thereof, will constitute
                  (assuming no change in the facts or in the law and
                  governmental rules and regulations, in either case in
                  existence on the date such Opinion of Counsel is rendered) the
                  legal, valid and binding obligation of the Company,
                  enforceable in accordance with its terms, except as such
                  enforceability is subject to the effect of any applicable
                  bankruptcy, insolvency, reorganization or other law relating
                  to or affecting creditors' rights generally and general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding in equity or at
                  law);

                           (vi) the forms and terms of the series of Securities
                  to which such opinion relates and any Coupons related thereto
                  have been established in conformity with the provisions of
                  this Indenture or, if such forms and terms are being
                  established pursuant to one or more instruments being
                  furnished to the Trustee concurrently with the delivery of
                  such opinion, such instruments conform to the requirements of
                  this Indenture;

                           (vii) all instruments furnished to the Trustee in
                  connection with the first issuance of Securities of the series
                  to which such opinion relates (which instrument shall be
                  listed in such opinion) conform to the requirements of this
                  Indenture and, except for (a) Securities of such series,
                  together with any Coupons appertaining thereto, to be
                  delivered for authentication subsequent to the date of such
                  opinion pursuant to Section 303, (b) the Company Order(s) to
                  be delivered subsequent to the date of such opinion pursuant
                  to Sections 201, 301 or 303 and (c) any certificate required
                  to be delivered subsequent to the date of such opinion
                  pursuant to paragraph (b) of this Section 301 and (d) any
                  other documents or items required to be delivered subsequent
                  to the date of such opinion pursuant to such instruments, such
                  instruments constitute all the documents required by this
                  Indenture to be delivered hereunder at or before the first
                  issuance of Securities of the series to which the opinion
                  relates;

                           (viii) the Company has good and marketable title to
                  all properties standing of record in its name and improvements
                  thereon, subject to minor exceptions and minor defects,
                  irregularities and deficiencies which, in the opinion of the
                  Company, do not materially impair the use of such property for
                  the purpose for which it is held by the Company; and

                           (ix) if applicable, a registration statement relating
                  to the series of Securities to which such opinion relates has
                  become effective under the Securities

                                       24
<PAGE>   31


                  Act, and, to the best of the knowledge of such counsel, no
                  stop order suspending the effectiveness of such registration
                  statement or of any part thereof has been issued and no
                  proceedings for that purpose have been instituted or are
                  pending or contemplated under the Securities Act.

                  (b) Officers' Certificate. An Officers' Certificate stating
         that no Event of Default has occurred and is continuing, and the
         execution and delivery of the Indenture will not result in a breach or
         violation of any of the terms and provisions of, or constitute a
         default under, the articles of incorporation or bylaws of the Company,
         or any order of any court or administrative agency entered in any
         proceeding to which the Company is a party or by which it is bound or
         to which it is subject; and

                  (c) Board Resolution. A Board Resolution authorizing this
         Indenture and, if applicable, any supplemental indenture that is
         permitted by Sections 201 and 301 and that relates to such series of
         Securities.

SECTION 302.      Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, any
Registered Securities of a series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series denominated in Dollars shall be issuable in the
denomination of $5,000. Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, any Securities of a series denominated
in a currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in
The City of New York for cable transfers for such currency, as such rate is
reported or otherwise made available by the Federal Reserve Bank of New York, on
the applicable trade date for such Securities, of $100,000 (rounded down to an
integral multiple of 10,000 units of such currency), and any larger amount that
is, as nearly as is practicable, an integral multiple of $1,000.

SECTION 303.      Execution; Authentication; Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer, any Assistant Treasurer or
one of its Vice Presidents attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Coupons shall bear the facsimile signature of the Chairman
of the Board of the Company, its President, its Treasurer, any Assistant
Treasurer or one of its Vice Presidents, attested by its Secretary or one of its
Assistant Secretaries.

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

                                       25
<PAGE>   32

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any Coupons appertaining thereto, executed by the Company to the Trustee or
Authenticating Agent for authentication, together with a Company Order for the
authentication and delivery of such Securities and the Trustee or such
Authenticating Agent in accordance with the Company Order shall authenticate and
deliver such Securities; provided, however, that, in connection with its
original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided further, that a Bearer Security
other than a temporary global Bearer Security may be delivered in connection
with its original issuance only if Clearstream Banking Luxembourg or the
Euroclear Operator, as the case may be, shall have furnished to the Security
Registrar a certificate substantially to the effect that the Person entitled to
receive such Bearer Security shall have furnished to Clearstream Banking
Luxembourg or the Euroclear Operator, as the case may be, a certificate
substantially in the form set forth in Exhibit A to this Indenture or in such
other form of certificate as shall contain information then required by federal
income tax laws, dated no earlier than 15 days prior to the earlier of (i) the
date on which such Bearer Security is delivered and (ii) the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. A
confirmation shall be sent by the Company or an agent thereof to each purchaser
of a Bearer Security. If any Security shall be represented by a permanent global
Bearer Security, then, for purposes of this Section 303 and Section 304, the
notation of a beneficial owner's interest therein upon original issuance of such
Security or upon exchange of a portion of a temporary global Security shall be
deemed to be delivery in connection with its original issuance of such
beneficial owner's interest in such permanent global Bearer Security. Except as
permitted by Section 306, the Trustee or Authenticating Agent shall not
authenticate and deliver any Bearer Security unless all appurtenant Coupons for
interest then matured have been detached and cancelled.

         The Trustee or any Authenticating Agent shall have the right to decline
to authenticate and deliver such Securities if the Trustee or such
Authenticating Agent, being advised by counsel, determines that such action may
not lawfully be taken or if the Trustee or such Authenticating Agent, in good
faith by its board of directors or trustees, executive committee or a trust
committee of directors or trustees and/or vice presidents, shall determine that
such action would expose the Trustee or such Authenticating Agent to personal
liability to existing Holders.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any temporary Bearer Security in global form shall be
dated as of the date specified as contemplated by Section 301. Each Security
will also bear an original issue date (the "Issue Date") which, with respect to
any Security (or portion thereof), shall mean the date of its original issuance
and shall be specified therein. The Issue Date shall remain the same for all
Securities subsequently issued upon transfer, exchange or substitution of
Securities, regardless of their dates of authentication.

         No Security or Coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee or any Authenticating Agent by manual signature,
and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered
hereunder.



                                       26
<PAGE>   33

Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Security Registrar for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) (a copy of which statement shall be delivered to the Trustee) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304.      Temporary Securities; Exchange of Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and, upon Company Order, the Trustee or an Authenticating
Agent, as the case may be, 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, in registered form or,
if authorized, in bearer form with one or more Coupons or without Coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of any series issuable as Bearer
Securities, such temporary Securities may be in global form.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions thereof), if temporary Securities
of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
maintained pursuant to Section 1002 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured Coupons appertaining thereto) the
Company shall execute and the Trustee or any Authenticating Agent shall
authenticate and deliver in exchange therefor a like aggregate principal amount
of definitive Securities of authorized denominations of the same series
containing identical terms and provisions; provided, however, that no definitive
Bearer Security, except as provided pursuant to Section 301, shall be delivered
in exchange for a temporary Registered Security; and provided further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Unless
otherwise specified as contemplated by Section 301 with respect to a temporary
global Security, until so exchanged the temporary Security of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

SECTION 305.      Registration; Registration of Transfer and Exchange.

         The Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 1002 a register (each
such register being referred to herein as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and the



                                       27
<PAGE>   34

registration of transfers of Registered Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers and exchanges of Registered Securities as herein
provided; provided, that the Company may, from time to time, designate (or
change any designation of) any other Person or Persons to act as Security
Registrar or co-Security Registrars with respect to the Securities of one or
more series, with notice to the Trustee and as provided in Section 106 to the
Holders. At all reasonable times the Security Register shall be open for
inspection by the Company. In the event that the Trustee shall not be the
Security Registrar, it shall have the right to examine the Security Register at
all reasonable times.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
Section 1002 for such purpose in a Place of Payment for such series, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series and of like tenor of any authorized
denominations and of a like aggregate principal amount and Stated Maturity.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and Stated Maturity, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         If specified as contemplated by Section 301 with respect to Securities
of any series, at the option of the Holder, Bearer Securities of any series may
be exchanged for Registered Securities of the same series and of like tenor, of
any authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Bearer Securities to be exchanged at any such
office or agency, with all unmatured Coupons and all matured Coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee or an Authenticating Agent
if there is furnished to them such Security or indemnity as they may require to
save each of them and any Paying Agent harmless. If thereafter the Holder of
such Security shall surrender to any Paying Agent any such missing Coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except
as otherwise provided in Section 1002, interest represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an office or
agency located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and of like tenor after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of



                                       28
<PAGE>   35


Defaulted Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or an Authenticating Agent shall authenticate and
deliver, the Securities which the holder making the exchange is entitled to
receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interests for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee or
Authenticating Agent definitive Securities in aggregate principal amount equal
to the principal amount of such permanent global Security, executed by the
Company. On or after the earliest date on which such interests may be so
exchanged, such permanent global Security shall be surrendered by the U.S.
Depositary or such other Depositary as shall be specified in the Company Order
with respect thereto, to the Trustee or an Authenticating Agent, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee or
Authenticating Agent shall authenticate and deliver, in exchange for each
portion of such permanent global Security, an equal aggregate principal amount
of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such permanent global Security to be exchanged
which, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated by Section
301, shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of that
series to be redeemed and ending on the relevant Redemption Date; and provided
further, that (unless otherwise specified as contemplated by Section 301) no
Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States. If a Registered Security is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency
where such exchange occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, interest
or Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is payable
in accordance with the provisions of this Indenture.




                                       29
<PAGE>   36

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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Security
Registrar or any transfer agent) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar or any transfer agent 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.

         Except as otherwise specified as contemplated by Section 301, the
Company shall not be required to (i) issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and ending
at the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption, or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) register the transfer of or exchange any Registered Security
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part, (iii) exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of the same series and of like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption or (iv)
issue, register the transfer of or exchange any Security which, in accordance
with its terms specified as contemplated by Section 301, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not repaid.

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

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee or an Authenticating Agent, the
Company shall execute and the Trustee or such Authenticating Agent 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, with Coupons corresponding to the Coupons, if
any, appertaining to the surrendered Security.

         If there shall be delivered to the Company and the Trustee or an
Authenticating Agent (i) evidence to their satisfaction of the destruction, loss
or theft of any Security or Coupon and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
then, in the absence of notice to the Company or the Trustee or such
Authenticating Agent that such Security or Coupon has been acquired by a bona
fide purchaser,



                                       30
<PAGE>   37

the Company shall execute and upon its request the Trustee or such
Authenticating Agent shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen Coupon appertains (with all appurtenant Coupons not
destroyed, lost or stolen), a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with Coupons corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

         In case any such mutilated, destroyed, lost or stolen Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or Coupon;
provided, however, that principal of (and premium, if any) and interest on or
any Additional Amounts with respect to Bearer Securities shall, except as
otherwise provided in Section 1002, be payable only at an office or agency
located outside the United States and unless otherwise specified as contemplated
by Section 301, any interest on or any Additional Amounts with respect to Bearer
Securities shall be payable only upon presentation and surrender of the Coupons
appertaining thereto.

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

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

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

SECTION 307.      Payment of Interest and Certain Additional Amounts; Rights to
                  Interest and Certain Additional Amounts Preserved.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on and any Additional Amounts with respect
to any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest. In case a Bearer
Security of any series is surrendered in exchange for a Registered Security of
such series after the close of business (at an office or agency in a Place of
Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the Coupon



                                       31
<PAGE>   38

relating to such Interest Payment Date and interest will not be payable on such
Interest Payment Date in respect of the Registered Security issued in exchange
of such Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the provisions of this Indenture.

         Unless otherwise provided in or pursuant to this Indenture any interest
on and any Additional Amounts with respect to any Registered 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 Registered 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. The Company shall, no less than 15 calendar
         days prior to the date of the Special Record Date (fixed as set forth
         below), notify the Trustee and the Paying Agent in writing of the
         amount of Defaulted Interest proposed to be paid on each Registered
         Security of such series and the date of the proposed payment, and at
         the same time the Company shall deposit with the Paying Agent 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 Paying Agent for such deposit prior to the date of the proposed
         payment, such money when deposited to be held in trust for the benefit
         of the Persons entitled to such Defaulted Interest as in this Clause
         provided. Thereupon the Special Record Date for the payment of such
         Defaulted Interest shall be the close of business on the tenth calendar
         day prior to the date of the proposed payment. The Trustee shall in the
         name and at the expense of the Company, 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 Registered
         Securities of such series at the address of such Holder as it appears
         in the Security Register, not less than 10 calendar days prior to such
         Special Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the Persons in whose names the
         Registered 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). In case a Bearer Security of any series is surrendered at
         the office or agency in a Place of Payment for such series in exchange
         for a Registered Security of such series after the close of business at
         such office or agency on any Special Record Date and before the opening
         of business at such office or agency an the related proposed date for
         payment of Defaulted Interest, such Bearer Security shall be
         surrendered with the Coupon relating to such proposed date of payment
         and Defaulted Interest will not be payable on such proposed date of
         payment in respect of the Registered Security issued in exchange for
         such Bearer Security, but will be payable only to the Holder of such
         Coupon when due in accordance with the provisions of this Indenture.





                                       32
<PAGE>   39
                  (2) The Company may make payment of any Defaulted Interest on
         the Registered 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
         and the Paying Agent of the proposed payment pursuant to this Clause,
         such manner of payment shall be deemed practicable by the Paying Agent.

         At the option of the Company, interest on the Registered Securities of
any series that bears interest may be paid by mailing a check to the address of
any Holder as such address shall appear in the Securities Register.

         Subject to the foregoing provisions of this Section 307 and Section
305, 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.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock of the Company or exchangeable for other
securities, which Registered Security is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Registered Security with respect to which the Stated Maturity is
prior to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Registered Security (or one or more predecessor
Registered Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Registered Security which is converted or
exchanged, interest with respect to which the Stated Maturity is after the date
of conversion or exchange of such Registered Security shall not be payable.

SECTION 308.      Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307) any
interest on and any Additional Amounts with respect to such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none of
the Company, the Trustee or any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         Title to any Bearer Security and any Coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or Coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.



                                       33
<PAGE>   40


         No owner of any beneficial interest in any global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such global Security, and such Depositary may be treated by the Company, the
trustee, and any agent of the Company or the trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

SECTION 309.      Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer or exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Security
Registrar, be delivered to the Security Registrar. All Registered Securities and
matured Coupons so delivered shall be promptly cancelled by the Security
Registrar. All Bearer Securities and unmatured Coupons so delivered shall be
held by the Security Registrar and, upon instruction of the Company, shall be
cancelled or held for reissuance. Bearer Securities and unmatured Coupons held
for reissuance may be reissued only in replacement of mutilated, lost, stolen or
destroyed Bearer Securities of the same series and of like tenor or the related
Coupons pursuant to Section 306. All Bearer Securities and unmatured Coupons
held by the Security Registrar pending such cancellation or reissuance shall be
deemed to be delivered for cancellation for all purposes of this Indenture and
the Securities. The Company may at any time deliver to the Security Registrar
for cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever and may deliver to
the Security Registrar (or to any Person f or delivery to the Security
Registrar) 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 Security Registrar. No 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 and Coupons held by the Security Registrar shall be disposed of as
directed by the Company.

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.      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.




                                       34
<PAGE>   41

                                  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 any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, at the expense of the
Company, when

                  (1) either

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

                           (B) all such Securities and, in the case of (i) or
                  (ii) below, any Coupons appertaining thereto not theretofore
                  delivered to the Security Registrar for cancellation

                               (i) have become due and payable; or

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

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

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
money in the Currency in which such Securities are payable in an amount
sufficient to pay and discharge the entire indebtedness on such Securities and
Coupons not theretofore delivered to the Security Registrar for cancellation,
for principal (and premium, if any) and interest, and any Additional Amounts, to
the date of such




                                       35
<PAGE>   42

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
rights, privileges and immunities of the Trustee under Article Seven, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any Authenticating Agent under Section 613, 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, and obligations of the Company and the Trustee with respect to
the Securities of such series under Sections 305, 306, 402, 1002 and 1003, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 1004 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(1)(B)),
and with respect to any rights to convert or exchange such Securities into
Common Stock or other securities shall survive.

SECTION 402.      Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 401 or 403 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities, and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto of all sums
due and to become due on such Securities and any Coupons appertaining thereto in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any.

SECTION 403.      Defeasance and Covenant Defeasance.

                  (1) If pursuant to Section 301, either or both of (i)
         defeasance of the Securities of or within a series under clause (2) of
         this Section 403 shall be applicable with respect to the Securities of
         such series or (ii) covenant defeasance of the Securities of or within
         a series under clause (3) of this Section 403 shall be applicable with
         respect to the Securities of such series, then such provisions,
         together with the other provisions of this Section 403 (with such
         modifications thereto as may be specified pursuant to Section 301 with
         respect to any Securities), shall be applicable to such Securities and
         any Coupons appertaining thereto, and the Company may at its option by
         Board Resolution, at any time, with respect to such Securities and any
         Coupons appertaining thereto, elect to have





                                       36
<PAGE>   43

         Section 403(2) or Section 403(3) be applied to such Outstanding
         Securities and any Coupons appertaining thereto upon compliance with
         the conditions set forth below in this Section 403.

                  (2) Upon the Company's exercise of the above option applicable
         to this Section 403(2) with respect to any Securities of or within a
         series, the Company shall be deemed to have been discharged from its
         obligations with respect to such Outstanding Securities and any Coupons
         appertaining thereto on the date the conditions set forth in clause (4)
         of this Section 403 are satisfied (hereinafter, "defeasance"). For this
         purpose, such defeasance means that the Company shall be deemed to have
         paid and discharged the entire indebtedness represented by such
         Outstanding Securities and any Coupons appertaining thereto, which
         shall thereafter be deemed to be "Outstanding" only for the purposes of
         clause (5) of this Section 403 and the other Sections of this Indenture
         referred to in clauses (i) and (ii) below, and to have satisfied all of
         its other obligations under such Securities and any Coupons
         appertaining thereto and this Indenture insofar as such Securities and
         any Coupons appertaining thereto are concerned (and the Trustee, at the
         expense of the Company, shall execute proper instruments acknowledging
         the same), except for the following which shall survive until otherwise
         terminated or discharged hereunder: (i) the rights of Holders of such
         Outstanding Securities and any Coupons appertaining thereto to receive,
         solely from the trust fund described in clause (4) of this Section 403
         and as more fully set forth in such clause, payments in respect of the
         principal of (and premium, if any) and interest, if any, on, and
         Additional Amounts, if any, with respect to, such Securities and any
         Coupons appertaining thereto when such payments are due, and any rights
         of such Holder to convert such Securities into Common Stock or exchange
         such Securities for other securities, (ii) the obligations of the
         Company and the Trustee with respect to such Securities under Sections
         305, 306, 1002 and 1003 and with respect to the payment of Additional
         Amounts, if any, on such Securities as contemplated by Section 1004
         (but only to the extent that the Additional Amounts payable with
         respect to such Securities exceed the amount deposited in respect of
         such Additional Amounts pursuant to Section 403(4)(a) below), and with
         respect to any rights to convert such Securities into Common Stock or
         exchange such Securities for other securities, (iii) the rights,
         powers, trusts, duties and immunities of the Trustee hereunder and (iv)
         this Section 403. The Company may exercise its option under this
         Section 403(2) notwithstanding the prior exercise of its option under
         clause (3) of this Section 403 with respect to such Securities and any
         Coupons appertaining thereto.

                  (3) Upon the Company's exercise of the option to have this
         Section 403(3) apply with respect to any Securities of or within a
         series, the Company shall be released from its obligations under
         Sections 1005, 1006, 1007, 1008 and 1009 (if applicable) and any
         covenant specified pursuant to Section 301(18) applicable to such
         Securities, with respect to such Outstanding Securities and any Coupons
         appertaining thereto on and after the date the conditions set forth in
         clause (4) of this Section 403 are satisfied (hereinafter, "covenant
         defeasance"), and such Securities and any Coupons appertaining thereto
         shall thereafter be deemed to be not "Outstanding" for the purposes of
         any direction, waiver, consent or declaration or Act of Holders (and
         the consequences of any thereof) in connection with any such covenant,
         but shall continue to be deemed "Outstanding" for all other purposes
         hereunder. For this purpose, such covenant defeasance means that, with




                                       37
<PAGE>   44

         respect to such Outstanding Securities and any Coupons appertaining
         thereto, the Company may omit to comply with, and shall have no
         liability in respect of, any term, condition or limitation set forth in
         any such Section or such other covenant, whether directly or
         indirectly, by reason of any reference elsewhere herein to any such
         Section or such other covenant or by reason of reference in any such
         Section or such other covenant to any other provision herein or in any
         other document and such omission to comply shall not constitute a
         default or an Event of Default under Section 501(4) or otherwise, as
         the case may be, but, except as specified above, the remainder of this
         Indenture and such Securities and Coupons appertaining thereto shall be
         unaffected thereby.

                  (4) The following shall be the conditions to application of
         clause (2) or (3) of this Section 403 to any Outstanding Securities of
         or within a series and any Coupons appertaining thereto:

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Section 403 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto, (1) an
         amount in Dollars or in such Foreign Currency in which such Securities
         and any Coupons appertaining thereto are then specified as payable at
         Stated Maturity, or (2) Government Obligations applicable to such
         Securities and Coupons appertaining thereto (determined on the basis of
         the Currency in which such Securities and Coupons appertaining thereto
         are then specified as payable at Stated Maturity) which through the
         scheduled payment of principal and interest in respect thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and premium, if any) and
         interest, if any, on such Securities and any Coupons appertaining
         thereto, money in an amount, or (3) a combination thereof, in any case,
         in an amount, sufficient, without consideration of any reinvestment of
         such principal and interest, 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,
         and which shall be applied by the Trustee (or other qualifying trustee)
         to pay and discharge, (y) the principal of (and premium, if any) and
         interest, if any, on such Outstanding Securities and any Coupons
         appertaining thereto at the Stated Maturity of such principal or
         installment of principal or premium or interest and (z) any mandatory
         sinking fund payments or analogous payments applicable to such
         Outstanding Securities and any Coupons appertaining thereto on the days
         on which such payments are due and payable in accordance with the terms
         of this Indenture and of such Securities and any Coupons appertaining
         thereto.

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

                  (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit




                                       38
<PAGE>   45
         and, with respect to defeasance only, at any time during the period
         ending on the 123rd day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period).

                  (d) In the case of an election under clause (2) of this
         Section 403, the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a Revenue Ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such
         Outstanding Securities and any Coupons appertaining thereto will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such defeasance had not occurred.

                  (e) In the case of an election under clause (3) of this
         Section 403, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders of such Outstanding
         Securities and any Coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such covenant defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred.

                  (f) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, after the 123rd day after the date of
         deposit, all money and Government Obligations (or other property as may
         be provided pursuant to Section 301) (including the proceeds thereof)
         deposited or caused to be deposited with the Trustee (or other
         qualifying trustee) pursuant to this clause (4) to be held in trust
         will not be subject to any case or proceeding (whether voluntary or
         involuntary) in respect of the Company under any Federal or State
         bankruptcy, insolvency, reorganization or other similar law, or any
         decree or order for relief in respect of the Company issued in
         connection therewith.

                  (g) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 403 (as the case may be) have been
         complied with.

                  (h) Notwithstanding any other provisions of this Section
         403(4), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  (5) Unless otherwise specified in or pursuant to this
         Indenture or any Security, if, after a deposit referred to in Section
         403(4)(a) has been made, (a) the Holder of a Security in respect of
         which such deposit was made is entitled to, and does, elect pursuant to
         Section 301 or the terms of such Security to receive payment in a
         Currency other than




                                       39
<PAGE>   46

         that in which the deposit pursuant to Section 403(4)(a) has been made
         in respect of such Security, or (b) a Conversion Event occurs in
         respect of the Foreign Currency in which the deposit pursuant to
         Section 403(4)(a) has been made, the indebtedness represented by such
         Security and any Coupons appertaining thereto shall be deemed to have
         been, and will be, fully discharged and satisfied through the payment
         of the principal of (and premium, if any), and interest, if any, on,
         and Additional Amounts, if any, with respect to, such Security as the
         same becomes due out of the proceeds yielded by converting (from time
         to time as specified below in the case of any such election) the amount
         or other property deposited in respect of such Security into the
         Currency in which such Security becomes payable as a result of such
         election or Conversion Event based on (x) in the case of payments made
         pursuant to clause (a) above, the applicable market exchange rate for
         such Currency in effect on the second Business Day prior to each
         payment date, or (y) with respect to a Conversion Event, the applicable
         market exchange rate for such Foreign Currency in effect (as nearly as
         feasible) at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 403(5) and Section 402, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 403 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

         Anything in this Section 403 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 403 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 403.

SECTION 404.      Reinstatement.

         If the Trustee is unable to apply any money in accordance with Section
40l or Section 403 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities and Coupons, if any, of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section 401
or Section 403 until such time as the Trustee is permitted to apply all such
money in accordance with Section 401 or Section 403; provided, however, that if
the Company has made any payment of interest on or principal of (and premium, if
any, on) any Securities and Coupons, if any, of such series because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such series of Securities and Coupons, if any, to receive such
payment from the money held by the Trustee.



                                       40
<PAGE>   47


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) unless
it is either inapplicable to a particular series (to the extent expressly
provided in the form of Security for such series) or it is specifically deleted
or modified in the Board Resolution (or action pursuant thereto), Officers'
Certificate or supplemental indenture under which such series of Securities is
issued or has been deleted or modified in an indenture supplemental hereto:

                  (1) default in the payment of any interest upon any Security
         of such series, or any Additional Amounts payable with respect thereto,
         when such interest or Additional Amounts become 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 such series or any Additional Amounts payable
         with respect thereto at its Maturity; or

                  (3) default in the payment of any sinking fund installment, or
         analogous 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 or obligation 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 501 specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of any
         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 aggregate
         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) default occurs under any bond, note, debenture or other
         instrument evidencing any indebtedness for money borrowed by the
         Company (including a default with respect to any other series of
         Securities issued under this Indenture), or under any mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any indebtedness for money
         borrowed by the Company (or the payment of which is guaranteed by the
         Company), whether such indebtedness or guarantee exists on the date of
         this Indenture or is issued or entered into following the date of this
         Indenture, if:




                                       41
<PAGE>   48


                       (i)    either (A) such default results from the failure
                              to pay any such indebtedness when due and such
                              defaulted payment shall not have been made, waived
                              or extended within 30 days of such payment
                              default; or (B) as a result of such default the
                              maturity of such indebtedness has been accelerated
                              prior to its expressed maturity and such
                              indebtedness shall not have been discharged in
                              full or such acceleration shall not have been
                              rescinded or annulled within 30 days of such
                              acceleration; and

                       (ii)   the principal amount of such indebtedness,
                              together with the principal amount of any other
                              such indebtedness in default for failure to pay
                              any such indebtedness when due or the maturity of
                              which has been so accelerated, aggregates at least
                              $40 million; or

                  (6) 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 or other similar law or (B) a decree or order
         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 unstayed and in
         effect for a period of 60 consecutive days; or

                  (7) the commencement by the Company of a voluntary case or
         proceeding under any applicable Federal or State bankruptcy, insolvency
         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 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 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
         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 taking of corporate action by the Company in
         furtherance of any such action; or

                  (8) any other Event of Default provided in or pursuant to this
         Indenture with respect to Securities of such series.

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 either the
Trustee or the Holders of not less than 25% in aggregate 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



                                       42
<PAGE>   49

terms of that series) 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.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made, but before a judgment or decree for
payment of money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the 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 and any Additional
                  Amounts payable in respect of all Securities of that series,

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series which has become due otherwise than
                  by such declaration of acceleration and any interest thereon
                  and any Additional Amounts with respect thereto at the rate or
                  rates prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest or
                  Additional Amounts is lawful, interest upon overdue interest
                  and Additional Amounts 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 of, any premium and
         interest on, and any Additional Amounts with respect to Securities
         which has 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.

         An Event of Default described in paragraph (6) or (7) of Section 501
shall cause the principal amount and accrued interest (or such lessor amount as
provided for in the Securities of such series) and any related Additional
Amounts to become immediately due and payable without any declaration or other
act by the Trustee or any Holder.

                                       43
<PAGE>   50


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

         The Company covenants that if

                  (1) default is made in payment of any interest on or any
         Additional Amounts payable in respect of any Security when such
         interest or Additional Amounts become 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 and Coupons, the whole amount then due and payable on
such Securities and Coupons for principal (and premium, if any) and interest or
Additional Amounts, if any, and, to the extent that payment of such interest
shall be legally enforceable, interest on any overdue principal (and premium, if
any) and on any overdue interest or any Additional Amounts, 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 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 occurs and is continuing with respect to
Securities of any series, the Trustee may in its discretion proceed to protect
and enforce its rights, including the rights of the Holders of Securities of
such series and any related Coupons, 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 including, without limitation, instituting a proceeding
prior to any declaration of acceleration of the Maturity of the Securities for
the collection of all amounts then due and unpaid on the Securities, prosecuting
such proceeding to final judgment or decree and collecting out of the property,
wherever situated, of the Company the moneys adjudged or decreed to be payable
in the manner provided by law.

SECTION 504.      Trustee May File Proofs of Claim.

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




                                       44
<PAGE>   51

overdue principal, interest or Additional Amounts) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest and any Additional Amounts
         owing and unpaid in respect of the Securities and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders of Securities and Coupons
         allowed in such judicial proceeding, and

                  (2) 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 of Securities and Coupons 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 of Securities and Coupons, 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 606.

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

SECTION 505.      Trustee May Enforce Claims Without Possession of Securities or
                  Coupons.

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

SECTION 506.      Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article 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 premium,
if any) or interest or any Additional Amounts, upon presentation of the
Securities or Coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

         FIRST:  To the payment of all amounts due the Trustee under Section
606;

                                       45
<PAGE>   52

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

         THIRD:  The balance, if any, to the Person or Persons entitled thereto.

SECTION 507.      Limitation on Suits.

         No Holder of any Security of any series or any related Coupons 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 a written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         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 (including, without limitation, the provisions of Section 512)
to affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all such Holders.

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Sections 305 and 307) any interest on or any Additional Amounts in
respect of such Security or payment of such Coupon on the Stated Maturity or
Maturities expressed in such Security or Coupon (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.



                                       46
<PAGE>   53


SECTION 509.      Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security or Coupon 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 of Securities and Coupons 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 or Coupons in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders of Securities or Coupons 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 Security or
Coupon 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 of Securities or Coupons may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities or Coupons, as the case may be.

SECTION 512.      Control by Holders of Securities.

         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 and any Coupons appertaining thereto; provided that

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

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

                  (3) the Trustee shall have the right to decline to follow any
         such direction if the Trustee in good faith shall, by a Responsible
         Officer or officers of the Trustee, determine that the action so
         directed would involve the Trustee in personal liability.


                                       47
<PAGE>   54


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 and any related Coupons waive any past default
hereunder with respect to the Securities of such series and its consequences,
except a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest on or Additional Amounts payable in respect of any Security of
         such series or Coupons appertaining thereto, or

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

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

SECTION 514.      Undertaking for Costs.

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

SECTION 515.      Waiver of 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




                                       48
<PAGE>   55

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.      Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest or
any Additional Amounts or in the payment of any sinking fund installment with
respect to, any Security of such series, the Trustee shall be protected in
withholding such notice of and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
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 602.      Certain Rights of Trustee.

         The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not herein
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. Subject to the provisions of Sections
315(a) through 315(d) of the Trust Indenture Act:

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

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



                                       49
<PAGE>   56

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

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

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

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

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

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

                  (i) the Trustee shall not be required to expend or risk its
         own funds or otherwise incur any financial liability in the performance
         of any of its duties hereunder or in the exercise of 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.

SECTION 603.      Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any Coupons shall be taken as
the statements of the Company, and 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 or Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this




                                       50
<PAGE>   57

Indenture, authenticate the Securities and perform its obligations hereunder
and, if applicable, that the statements made by it in a Statement of Eligibility
on Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein. The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.

SECTION 604.      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 Coupons and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or other agent.

SECTION 605.      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 in writing with the Company.

SECTION 606.      Compensation and Reimbursement.

         The Company agrees

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

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

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

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of (premium, if any) or interest, if any,
on or any Additional Amounts with respect to particular Securities.

         The obligations of the Company under this Section to compensate and
indemnify the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness under



                                       51
<PAGE>   58

this Indenture and shall survive the resignation or removal of the Trustee, the
satisfaction and discharge of this Indenture and any rejection or termination of
this Indenture under any applicable bankruptcy law.

         If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 501(6) or (7) has occurred, those expenses
(including the reasonable charges and expenses of its agents and attorneys) and
its compensation for services shall be preferred over the status of the Holders
in any reorganization or similar proceeding and the parties hereto, and the
Holders, by their acceptance of the Securities, hereby agree that such expenses,
compensation and indemnity are intended to constitute expenses of administration
under any applicable bankruptcy law.

SECTION 607.      Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a corporation
permitted by Section 310(a)(1) and (5) of the Trust Indenture Act to act as
trustee under the Trust Indenture Act, and that has a combined capital, and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000. 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 608.      Disqualification, Conflicting Interests.

         If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the Trust Indenture Act, with respect to the
Securities of any series, the Trustee shall either eliminate such conflicting
interest or resign, to the extent and in the manner provided by, and subject to,
Section 310 of the Trust Indenture Act and this Indenture.

SECTION 609.      Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 610.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 610 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Securities
         of such series.

                  (c) The 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.


                                       52
<PAGE>   59


                  (d) If at any time:

                      (1) the Trustee shall fail to comply with the obligations
                  imposed on it under Section 310(b) of the Trust Indenture Act
                  after written request therefor by the Company or by any Holder
                  of a Security who has been a bona fide Holder of a Security
                  for at least six months, or

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

                      (3) 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 Company Order may remove the Trustee
with respect to all Securities, or (ii) subject to Section 514, any Holder of a
Security 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 (including those who
have been Holders for less than six months), petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee 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 such successor
         Trustee or Trustees shall comply with the applicable requirements of
         Section 610. 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 610, 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 of Securities and accepted
         appointment in the manner required by Section 610, any Holder of a
         Security 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 (including those who have been Holders for less than
         six months), petition any court of competent jurisdiction for the
         appointment of a successor Trustee with respect to the Securities of
         such series.


                                       53
<PAGE>   60


                  (f) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a successor Trustee with respect to the Securities
         of any series by mailing written notice of such event by first class
         mail, postage prepaid, to the Holders of Registered Securities, if any,
         of such series as their names and addresses appear in the Security
         Register and, if Securities of such series are issued as Bearer
         Securities, by publishing notice of such event once in an Authorized
         Newspaper in each Place of Payment located outside the United States.
         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 610.      Acceptance of Appointment by Successor.

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

                  (b) In case of the appointment hereunder of a successor
         Trustee with respect to the Securities of one or more (but not all)
         series, the Company, the retiring Trustee and each successor Trustee
         with respect to the Securities of one or more series shall execute and
         deliver an indenture supplemental hereto wherein each successor Trustee
         shall accept such appointment and which (1) shall contain such
         provisions as shall be necessary or desirable to transfer and confirm
         to, and to vest in, each successor Trustee all the rights, powers,
         trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates, (2) if the retiring Trustee is not retiring
         with respect to all Securities, shall contain such provisions as shall
         be deemed necessary or desirable to confirm that all the rights,
         powers, trusts and duties of the retiring Trustee with respect to the
         Securities of that or those series as to which the retiring Trustee is
         not retiring shall continue to be vested in the retiring Trustee, and
         (3) shall add to or change any of the provisions of this Indenture as
         shall be necessary to provide for or facilitate the administration of
         the trusts hereunder by more than one Trustee, it being understood that
         nothing herein or in such supplemental indenture shall constitute such
         Trustees as 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



                                       54
<PAGE>   61

         Company or any successor Trustee, such retiring Trustee shall duly
         assign, transfer and deliver to such successor Trustee all property and
         money held by such retiring Trustee hereunder with respect to the
         Securities of that or those series to which the appointment of such
         successor Trustee relates.

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

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

SECTION 611.      Merger, Conversion, Consolidation or Succession to Business.

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

SECTION 612.      Preferential Collection of Claims Against the 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 Section 311 of the Trust Indenture Act regarding the collection of
claims against the Company (or any such other obligor).

SECTION 613.      Appointment of Authenticating Agent.

         The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Authenticating 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 or upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and if the Trustee is required to appoint one or more
Authenticating Agents with respect to any series of Securities, to authenticate
Securities of such series upon original issuance and to take such other actions
as are specified in Sections 303, 304 and 309, 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. Notwithstanding
anything to the




                                       55
<PAGE>   62

contrary in this Section 613 or in any other Section of this Indenture, an
Authenticating Agent shall not be authorized to authenticate Securities
constituting the first issuance of Securities of any series until and unless the
requirements of Section 301 hereof have been, or are concurrently therewith
being, complied with.

         Each Authenticating Agent shall be acceptable to the Company, and
except as specified by Section 301, each Authenticating Agent shall at all times
be a corporation that would be permitted by Section 310(a) (1) and (5) of the
Trust Indenture Act to be able to act as a trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its
charter to act as such and that has a combined capital and surplus (computed in
accordance with Section 310(a) (2) of the Trust Indenture Act) of not less than
$50,000,000. 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. If the Authenticating Agent has or shall acquire any conflicting,
interest, as defined in Section 310(b) of the Trust Indenture Act, with respect
to Securities of any series, the Authenticating Agent shall take action as is
required pursuant to said Section 310(b).

         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 such Authenticating Agent, shall continue to be an
Authenticating Agent; provided, that 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 such Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written of such
appointment by first class mail, postage prepaid, to all Holders of Registered
Securities, if any, of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
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 the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 606.

         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:




                                       56
<PAGE>   63

         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


                                                 -------------------------------
                                                      As Authenticating Agent

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

         If all of the Securities of a series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an opinion of
Counsel), shall appoint in, accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company will furnish or cause to be furnished to the Trustee:

                  (a) semiannually, on dates mutually acceptable to the Trustee
         and the Company, a list, in such form as the Trustee may reasonably
         require, the names and addresses of the Holders of Securities as of a
         date mutually acceptable to the Trustee and the Company, and

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

notwithstanding the foregoing, so long as the Trustee is the Security Registrar
with respect to a particular series of Securities, no such list shall be
required to be furnished in respect of such series.

SECTION 702.      Preservation of Information; Communications to Holders.

         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



                                       57
<PAGE>   64

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.

         The rights of 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.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

SECTION 703.      Reports by Trustee.

                  (a) Within 60 days after June 15 of each year commencing with
         the year following the first issuance of Securities pursuant to Section
         301, if required by Section 313(a) of the Trust Indenture Act, the
         Trustee shall transmit pursuant to Section 313(c) of the Trust
         Indenture Act, a brief report dated as of such June 15 with respect to
         any of the events specified in said Section 313(a) which may have
         occurred since the later of the immediately preceding June 15 and the
         date of this Indenture.

                  (b) The Trustee shall transmit the reports required by Section
         313(a) of the Trust Indenture Act at the times specified therein.

                  (c) Reports pursuant to this Section shall be transmitted in
         the manner and to the Persons required by Sections 313(c) and (d) of
         the Trust Indenture Act.

SECTION 704.      Reports by Company.

                  (a) The Company, pursuant to Section 314(a) of the Trust
         Indenture Act, shall:

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



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<PAGE>   65

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

                      (3) transmit within 30 days after the filing thereof with
                  the Trustee, in the manner and to the extent provided in
                  Section 313(c) of the Trust Indenture Act, such summaries of
                  any information, documents and reports required to be filed by
                  the Company pursuant to paragraphs (1) and (2) of this Section
                  as may be required by rules and regulations prescribed from
                  time to time by the Commission; and

                      (4) transmit within 30 days after June 15 of each year to
                  the Trustee, a brief certificate from the principal executive
                  officer, principal financial officer or principal accounting
                  officer of the Company as to his or her knowledge of such
                  obligor's compliance with all conditions and covenants under
                  the Indenture as determined without regard to any period of
                  grace or requirement of notice provided under the Indenture.

                  In addition, the Company shall furnish, or cause to be
                  furnished, to the Trustee:

                      (5) as soon as possible, and in any event within five days
                  after the occurrence of each Event of Default (or an event
                  that, with the passage of time or the giving of notice, or
                  both, would become an Event of Default) continuing on the date
                  of such statement, a statement of the chief financial officer
                  of the Company setting forth details of such Event of Default
                  or event and the action that the Company has taken and
                  proposes to take with respect thereto.

                  (b) 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 merge or consolidate with or into any other
Person or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person, and the Company
shall not permit any Person to consolidate with or merge into the Company or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets to the
Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         as an entirety or substantially as an



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<PAGE>   66

         entirety to any Person, the Person formed by such consolidation or into
         which the Company is merged or the Person which acquires by conveyance
         or transfer, or which leases, the properties and assets of the Company
         as an entirety or 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, the due and punctual
         payment of the principal of (and premium, if any) and interest
         (including all Additional Amounts, if any, payable pursuant to Section
         1004) on all the Securities and the performance of every covenant of
         this Indenture on the part of the Company to be performed or observed
         and shall provide for conversion or exchange rights in accordance with
         the provisions of the Securities of any series that are convertible or
         exchangeable into Common Stock or other securities;

                  (2) at the time of such proposed transaction and immediately
         after giving effect to such transaction and treating any indebtedness
         which becomes an obligation of the Company as a result of such
         transaction as having been incurred by the Company at the time of 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; and

                  (3) the Company or the successor Person shall have 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
         Article Nine and that all conditions precedent herein provided for
         relating to such transaction have been complied with.

SECTION 802.      Successor Person 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 as an entity or 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 and Coupons.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      Supplemental Indentures Without Consent of Holders.

         Without the consent of any Holders of Securities or Coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to




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<PAGE>   67

time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

                  (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 with respect to all or any series of the
         Securities; or

                  (3) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if such Event of Default is
         applicable to less than all series of Securities, specifying the series
         to which such Event of Default is applicable); or

                  (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of (or premium, if any) or interest on or any Additional
         Amounts with respect to Bearer Securities, to permit Bearer Securities
         to be issued in exchange for Registered Securities, to permit Bearer
         Securities to be issued in exchange for Bearer Securities of other
         authorized denominations or to permit or facilitate the issuance of
         Securities in uncertificated form; provided, that any such action shall
         not adversely affect the interests of the Holders of Securities of any
         series or any related Coupons in any material respect; or

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

                  (6) 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 610(b); or

                  (7) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make or amend any other provisions with respect
         to matters or questions arising under this Indenture; provided, that
         such other provisions as may be made shall not adversely affect the
         interests of the Holders of Securities of any series or any related
         Coupons in any material respect; or

                  (8) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary or helpful to effect the
         qualification of the Indenture under the Trust Indenture Act and to
         modify, eliminate or add to the provisions of this Indenture to such
         extent as shall be necessary or helpful to conform to any mandatory or
         optional provisions of the Trust Indenture Act as the same may from
         time to time be amended; or



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<PAGE>   68

                  (9) to add to, delete from or revise the conditions,
         limitations and restrictions on the authorized amount, terms or
         purposes of issue, authentication and delivery of Securities, as herein
         set forth; or

                  (10) to modify, eliminate or add to the provisions of any
         Security to allow for such Security to be held in certificated form by
         the Holder thereof; or

                  (11) to secure the Securities of the applicable series; or

                  (12) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series;

                  (13) to amend or supplement any provision contained herein or
         in any supplemental indenture, provided that no such amendment or
         supplement shall adversely affect the interests of the Holders of any
         Securities then Outstanding in any material respect; or

                  (14) to modify, delete or add to any of the provisions of this
         Indenture other than as contemplated by clauses (1) through (13) of
         this Section, provided that any such modification, deletion or addition
         shall become effective only with respect to series of Securities
         established pursuant to Section 301 after the effective date of such
         modification, deletion or addition.

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 and any related Coupons under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,

                  (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 change any obligation of the
         Company to pay Additional Amounts pursuant to Section 1004 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), 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
         the Place of Payment, coin or currency in which any Security or any
         premium or any interest thereon, or any Additional Amounts with respect
         thereto, 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



                                       62
<PAGE>   69

                  (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 reduce the
         requirements of Section 1304 for quorum or voting; or

                  (3) change any obligation of the Company to maintain an office
         or agency in the places and for the purposes specified in Section
         1002(2); or

                  (4) modify any of the provisions of this Section, Section 513
         or Section 1011, 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; or

                  (5) make any change that adversely affects the right to
         convert or exchange any Security into or for Common Stock of the
         Company or other securities (whether or not issued by the Company),
         cash or property in accordance with its terms; or

                  (6) in the case of a subordinated Security, modify any of the
         subordination provisions in a manner adverse to holders of that
         Security; or

                  (7) impair the right to institute suit for the enforcement of
         any payment on or after the stated maturity of any debt securities
         issued under this Indenture or, in the case of redemption, exchange or
         conversion, if applicable, on or after the redemption, exchange or
         conversion date or, in the case of repayment at the option of any
         holder, if applicable, on or after the date for repayment; or

                  (8) modify any of the above provisions.

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

         It shall not be necessary for any Act of Holders of Securities 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 315 of the Trust Indenture Act) 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



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not be obligated to, enter into any such supplemental indenture which affects
the Trustee's own rights, duties, immunities or liabilities under this Indenture
or otherwise.

SECTION 904.      Effect of Supplemental Indentures.

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

SECTION 905.      Conformity with Trust Indenture Act.

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

SECTION 906.      Reference in Securities to Supplemental Indentures.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Company, 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 delivered by the
Trustee or an Authenticating Agent 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 premium,
if any) and interest on or any Additional Amounts payable in respect of the
Securities of that series in accordance with the terms of the Securities, any
Coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities; any
interest due on and any Additional Amounts payable in respect of Bearer
Securities other than Additional Amounts, if any, payable as provided in Section
1004 in respect of principal of (or premium, if any, on) such Security shall be
payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature.

SECTION 1002.     Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series (but
not Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) an office or agency where
Securities of such series may be presented or surrendered for payments, where
Securities of such series may be surrendered for registration of transfer or
exchange, where Securities of such series that are convertible or exchangeable
may be



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surrendered for conversion or exchange, and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto, in
a Place of Payment for that series located outside the United States, an office
or agency where Securities of that series and related Coupons may be presented
and surrendered for payment (including payment of any Additional Amounts payable
on Securities of that series pursuant to Section 1004); provided, however, that
if the Securities of that series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange. The Company will give prompt written notice to the
Trustee and the Holders of such series of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof, such
presentations and surrenders of Securities of that series may be made and
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related Coupons
may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of that series pursuant to
Section 1004) at the place specified for that purpose pursuant to Section 301,
and the Company hereby appoints the same as its agent to receive such respective
presentations, surrenders, notices and demands.

         Except as otherwise specified or contemplated by Section 301, no
payment of principal, premium or interest on or Additional Amounts with respect
to Bearer Securities shall be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States;
provided, however, that, if the Securities of a series are denominated and
payable in Dollars, payment of principal of (and premium, if any) and interest
on any Bearer Security (including any Additional Amounts payable on Securities
of such series pursuant to Section 1004) shall be made at the office of the
Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium,
interest or Additional Amounts, as the case may be, at all offices or agencies
outside the United States maintained for that purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee and the Holders of such series of any such designation or rescission and
of any change in the location of any such other office or agency. Unless
otherwise specified as contemplated by Section 301, the Company hereby
designates as the Place of Payment for each series the Corporate Trust Office.



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         Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

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

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

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on or Additional Amounts with respect to any
Securities of that series, deposit with a Paying Agent a sum (in Dollars or the
Foreign Currency described in the preceding paragraph) sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest or Additional Amounts, 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:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on or any Additional Amounts with
         respect to Securities of that series in trust for the benefit of the
         Persons entitled thereto until such sums shall be paid to such Persons
         or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of that series) in the making of
         any payment of principal of (and premium, if any) or interest on or any
         Additional Amounts with respect to the Securities of that series and,
         if so, the amount of such defaulted payment; and

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

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent,



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<PAGE>   73

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.

         Except as otherwise provided hereby or pursuant hereto, 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 (and premium, if any) or interest or
Additional Amounts on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest or Additional
Amounts has become due and payable shall be paid to the Company, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto 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 and at the direction of the
Company cause to be published once, in an Authorized Newspaper in each Place of
Payment, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004.     Additional Amounts.

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

         Except as otherwise provided herein or pursuant hereto, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related Coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such




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withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities or Coupons and the Company will pay to such Paying Agent
the Additional Amounts required by this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

SECTION 1005.     Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Company and the
Holders.

SECTION 1006.     Payment of Taxes and Other Claims.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1007.     Change in Nature of Business.

         The Company will not make any material change in the nature of its
business as carried on at the date of the issuance of the Securities of the
applicable series.

SECTION 1008.     Accounting Changes.

         The Company will not make or permit, or permit any of its Subsidiaries
to make or permit, any change in accounting policies or reporting practices,
except as required or permitted by GAAP.

SECTION 1009.     Limitation on Secured Debt.

         If, as contemplated by Section 301(18), this covenant is made
applicable to the Securities of a particular series, as long as any of the
Securities of that series shall remain Outstanding, the Company shall not
create, issue, incur or assume any Secured Debt without the consent of the
Holders of a majority in principal amount of the Outstanding Securities of all
series for which this covenant is specified to be applicable, considered as one
class (all such Securities being hereinafter called the "Designated
Securities").



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<PAGE>   75

         The provisions of the first paragraph of this Section shall not
prohibit the creation, issuance, incurrence or assumption of any Secured Debt if
either:

         (1) the Company shall make effective provision whereby all Designated
         Securities then Outstanding shall be secured equally and ratably with
         such Secured Debt; or

         (2) the Company shall deliver to the Trustee bonds, notes or other
         evidences of indebtedness secured by the Lien which secures such
         Secured Debt, such obligations and all payments thereon to be held in
         trust by the Trustee for the benefit of the Designated Securities
         (hereafter called "Secured Obligations") (a) in an aggregate principal
         amount equal to the aggregate principal amount of the Designated
         Securities then Outstanding, (b) maturing (or being subject to
         mandatory redemption) on such dates and in such principal amounts that,
         at each Stated Maturity of the Outstanding Designated Securities, there
         shall mature (or be redeemed) Secured Obligations equal in principal
         amount to the Designated Securities then to mature and (c) containing,
         in addition to any mandatory redemption provisions contained therein
         pursuant to clause (b) above, mandatory redemption provisions
         correlative to the provisions, if any, for the mandatory redemption
         (pursuant to a sinking fund or otherwise) of the Designated Securities
         or for the redemption thereof at the option of the Holder, as well as a
         provision for mandatory redemption upon an acceleration of the maturity
         of all Outstanding Designated Securities following an Event of Default
         (such mandatory redemption to be rescinded upon the rescission of such
         acceleration); it being expressly understood that such Secured
         Obligations (x) may, but need not, bear interest, (y) may, but need
         not, contain provisions for the redemption thereof at the option of the
         issuer, any such redemption to be made at a redemption price or prices
         not less than the principal amount thereof and (z) shall be held by the
         Trustee for the benefit of the Holders of all Designated Securities
         from time to time Outstanding subject to such terms and conditions
         relating to surrender to the Company, transfer restrictions, voting,
         application of payments of principal and interest and other matters as
         shall be set forth in an indenture supplemental hereto specifically
         providing for the delivery to the Trustee of such Secured Obligations.

         If the Company shall elect either of the alternatives described in
clauses (1) and (2) above, the Company shall deliver to the Trustee:

                  (i) an indenture supplemental hereto (A) together with
         appropriate inter-creditor arrangements, if any, whereby all Designated
         Securities then Outstanding shall be secured by the Lien referred to in
         the preceding paragraph equally and ratably with all other Indebtedness
         secured by such Lien or (B) providing for the delivery to the Trustee
         of Secured Obligations;

                  (ii) an Officers' Certificate (A) stating that, to the
         knowledge of the signers, (I) no Event of Default has occurred and is
         continuing and (II) no event has occurred and is continuing which
         entitles the secured party under such Lien to accelerate the maturity
         of the Indebtedness outstanding thereunder and (B) stating the
         aggregate principal amount of Indebtedness issuable, and then proposed
         to be issued, under and secured by such Lien;



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<PAGE>   76

                  (iii) an Opinion of Counsel (A) if the Designated Securities
         then Outstanding are to be secured by such Lien, to the effect that all
         such Securities then Outstanding are entitled to the benefit of such
         Lien equally and ratably with all other Indebtedness outstanding under
         such Lien or (B) if Secured Obligations are to be delivered to the
         Trustee, to the effect that such Secured Obligations have been duly
         issued under such Lien and constitute valid obligations, entitled to
         the benefit of such Lien equally and ratably with all other
         Indebtedness then outstanding under such Lien.

SECTION 1010.     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 (which as of the date hereof ends on December
31 of each year) ending after the date hereof so long as any Security is
outstanding hereunder, an Officers' Certificate, stating that in the course of
the performance by the signers of their duties as such officers of the Company
or Company agent(s) they would normally obtain knowledge of any default by the
Company in the performance or fulfillment of any covenant, agreement or
condition contained in this Indenture, and stating whether or not they have
obtained knowledge of any such default existing on the date of such statement
and, if so, specifying each such default of which the signers have knowledge and
the nature thereof.

SECTION 1011.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 to 1009, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66-2/3% in principal amount of the outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

SECTION 1012.     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 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.



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<PAGE>   77

                                 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 provided herein or therein pursuant hereto) 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 either a Board Resolution or an Officers' Certificate. In the 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 and of the principal amount
of Securities of such series to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

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

         If less than all the Securities of any series with identical terms and
conditions 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 lot or by such other method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Registered Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series. Notwithstanding the preceding sentence, if the list
of Holders of Securities of any series to be redeemed is maintained by computer
or other data processing equipment by a Security Registrar, a Paying Agent or
another Person authorized to maintain such a list under this Indenture, the
Trustee may, and if reasonably requested by the Company shall, utilize the
computer or data processing equipment of such Security Registrar, Paying Agent
or other authorized Person for the purpose of determining by lot or by such
other method as the Trustee shall deem fair and appropriate the Securities to be
redeemed. No partial redemption shall reduce the portion of the principal amount
of a Registered Security of a series not redeemed to less than the minimum
denominations for a Security of such series established herein pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) 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.




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<PAGE>   78

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

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

SECTION 1104.     Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 to the Holders of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date unless a shorter period is specified
pursuant to Section 301 with respect to the Securities to be redeemed.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all the Outstanding Securities of any series
         are to be redeemed, the identification (and, in the case of partial
         redemption, 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 and Additional Amounts, if any, will
         cease to accrue on and after said date,

                  (5) the place or places where such Securities, together in the
         case of Bearer Securities with all Coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price,

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

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

                  (8) the CUSIP numbers of the Securities to be so redeemed.



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<PAGE>   79


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

         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company, in which event the
Company shall provide the Trustee with the information required by Clauses (1)
through (8) above.

         If at the time notice of redemption shall be given the Company shall
not have deposited with a Paying Agent and/or irrevocably directed the Trustee
or a Paying Agent to apply, from money held by it available to be used for the
redemption of Securities which are to be redeemed, an amount in cash sufficient
to redeem all of the Securities called for redemption, including accrued
interest and Additional Amounts to the Redemption Date, such notice shall state
that it is subject to the receipt of the redemption monies by the Trustee or a
Paying Agent on or before the Redemption Date and such notice shall be of no
effect unless such monies are so received before such date.

SECTION 1105.     Deposit of Redemption Price.

         On or before any Redemption Date, the Company shall deposit with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
applicable Currency sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date, unless otherwise
specified pursuant to Section 301) accrued interest on and any Additional
Amounts with respect thereto, all the Securities which are to be redeemed on
that date The Paying Agent shall provide notice to the Trustee of such deposit.

SECTION 1106.     Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid if required
pursuant to the terms of the Securities being redeemed, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest and the Coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest (and
any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of Coupons for such interest; and provided, further,
that, unless otherwise specified as contemplated by Section 301, installments of
interest on Registered Securities 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.



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<PAGE>   80

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee or Authenticating
Agent if there be furnished to them such Security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to the Trustee or Authenticating Agent
or any paying Agent any such missing Coupon in respect of which a deduction
shall have been made from the Redemption Price, such Holder shall be entitled to
receive the amount so deducted; provided, however, that interest or Additional
Amounts represented by Coupons shall be payable only at an office or agency
located outside the United states (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Coupons.

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

SECTION 1107.     Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Security
Registrar so requires, due endorsement by, or 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), and the Company
shall execute, and the Trustee or Authenticating Agent shall authenticate and
deliver to the Holder of such Security without service charge, a new Registered
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 Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
Unredeemed portion of the principal of the Security in global form so
surrendered.

                                 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.


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<PAGE>   81


         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), together in the case of any Bearer
Securities of such series with all unmatured Coupons appertaining thereto, 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 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
Security Registrar 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
Securities of any series, the Company will deliver to the Trustee a Company
Order specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, 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 Security Registrar
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in or permitted by
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.

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.     Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any or all series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization,




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<PAGE>   82

direction, notice, consent, waiver or other action provided by this Indenture to
be made, given or taken by Holders of Securities of such series.

SECTION 1302.     Call, Notice and Place of Meetings.

                  (a) The Trustee may at any time call a meeting of Holders of
         Securities of any series for any purpose specified in Section 1301, to
         be held at such time and at such place in the Borough of Manhattan, The
         City of New York, or if the Securities of such series are issued as
         Bearer Securities, in London as the Trustee shall determine. Notice of
         every meeting of Holders of Securities of any series, setting forth the
         time and the place of such meeting and in general terms the action
         proposed to be taken at such meeting, shall be given, in the manner
         provided in Section 106, not less than 20 nor more than 180 days prior
         to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in aggregate principal
         amount of the outstanding Securities of any series shall have requested
         the Trustee to call a meeting of the Holders of Securities of such
         series for any purpose specified in Section 1301, by written request
         setting forth in reasonable detail the action proposed to be taken at
         the meeting, and the Trustee shall not have made the first publication
         of the notice of such meeting within 20 days after receipt of such
         request or shall not thereafter proceed to cause the meeting to be held
         as provided herein, then the Company or the Holders of Securities of
         such series in the amount above specified, as the case may be, may
         determine the time and the place in the Borough of Manhattan, The City
         of New York, or in London, as the case may be, for such meeting and may
         call such meeting for such purposes by giving notice thereof as
         provided in subsection (a) of this Section.

SECTION 1303.     Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 1304.     Quorum; Action.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which
this Indenture expressly provides may be given by the Holders of not less than
66-2/3% in aggregate principal amount of the Outstanding Securities of a series,
the Persons entitled to vote 66-2/3% in aggregate principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of


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<PAGE>   83


Securities of such series, be dissolved. In any other case, the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the aggregate principal amount of the outstanding Securities
of such series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than 66-2/3% in
aggregate principal amount of the outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly convened and at which a quorum
is present as aforesaid only by the affirmative vote of the Holders of 66-2/3%
in aggregate principal amount of the outstanding Securities of that series; and
provided, further, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote
of the Holders of such specified percentage in aggregate principal amount of the
Outstanding Securities of that series.

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

SECTION 1305.     Determination of Voting Rights; Conduct and Adjournment
                  of Meetings.

                  (a) Notwithstanding any other provisions of this Indenture,
         the Trustee may make such reasonable regulations as it may deem
         advisable for any meeting of Holders of Securities of a series in
         regard to proof of the holding of Securities of such series and of the
         appointment of proxies and in regard to the appointment and duties of
         inspectors of votes, the submission and examination of proxies,
         certificates and other evidence of the right to vote, and such other
         matters concerning the conduct of the meeting as it shall deem
         appropriate. Except as otherwise permitted or required by any such
         regulations, the holding of Securities shall be proved in the manner
         specified in Section 104 and the appointment of any proxy shall be
         proved in the manner specified in Section 104 or by having the
         signature of the person executing the proxy witnessed or guaranteed by
         any trust company, bank or banker authorized by Section 104 to certify
         to the holding of Bearer Securities. Such regulations may provide that
         written instruments appointing



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<PAGE>   84

         proxies, regular on their face, may be presumed valid and genuine
         without the proof specified in Section 104 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
         temporary chairman of the meeting, unless the meeting shall have been
         called by the Company or by Holders of Securities as provided in
         Section 1302(b), in which case the Company or the Holders of Securities
         of the series calling the meeting, as the case may be, shall appoint a
         temporary chairman. A permanent chairman and a permanent secretary of
         the meeting shall be elected by vote of the Persons entitled to vote a
         majority in aggregate principal amount of the Outstanding Securities of
         such series represented at the meeting.

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

                  (d) Any meeting of Holders of Securities of any series duly
         called pursuant to Section 1302 at which a quorum is present may be
         adjourned from time to time by Persons entitled to vote a majority in
         aggregate principal amount of the Outstanding Securities of such series
         represented at the meeting; and the meeting may be held as so adjourned
         without further notice.

SECTION 1306.     Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such a notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.



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                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1401.     Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1401, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                ARTICLE FIFTEEN

                        SECURITIES IN FOREIGN CURRENCIES

SECTION 1501.     Applicability of Article.

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

                                    * * * * *

         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.



                                       79
<PAGE>   86


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, all as of the day and year first above written, with
effect from June 15, 1998.

                                        DTE ENERGY COMPANY


                                        By:  /s/ N.A. Khouri
                                             ---------------------------------
                                        Name:    N.A. Khouri
                                        Title:   Vice President and Treasurer
Attest:  /s/ Jack L. Somers





                                        THE BANK OF NEW YORK


                                        By:  /s/ Terence Rawlins
                                             ----------------------------------
                                        Name:    Terence Rawlins
                                        Title:   Assistant Vice President

Attest:  /s/ Stacey Poindexter




                                       80
<PAGE>   87
                                                                       EXHIBIT A

               [FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                           TO RECEIVE BEARER SECURITY]

                                   CERTIFICATE

                               DTE ENERGY COMPANY

                     [Insert title or sufficient description
                         of Securities to be delivered]


         This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States person or for offer to resell or for
resale to a United States person or any person inside the United States or, if a
beneficial interest in the Securities is being acquired by or on behalf of a
United States person or any person inside the United States, that such United
States person is a financial institution within the meaning of Section
1.165-12(c)(1)(v) of the United States Treasury regulations which agrees to
comply with the requirements of Section 165 (j) (3) (A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder and
which is not purchasing for offer to resell or for resale inside the United
States.

         As used herein, "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate the income of
which is subject to United States Federal income taxation regardless of its
source or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States persons have authority to control all substantial decisions of the trust,
and "United States" means the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.

         This certificate excepts and does not relate to U.S. $ principal amount
of the above-captioned Securities appearing in your books as being held for our
account as to which we are not able to certify as to the matters set forth
herein and as to which we understand exchange and delivery of definitive
Securities cannot be made until we are able so to certify.


                                      A-1
<PAGE>   88


         We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:                       , 20

[To be dated on or after
               , 20     (the date
determined as provided in Section
303 of the Indenture)]

                                                 [Name of Person Entitled to
                                                 Receive Bearer Security]


                                                 -------------------------------
                                                 (Authorized Signatory]
                                                 Name:
                                                 Title:











                                      A-2