<PAGE>   1
                                                                     EXHIBIT 4.4









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                         YORK INTERNATIONAL CORPORATION

                                       AND

                              THE BANK OF NEW YORK,

                                   AS TRUSTEE





                             SUBORDINATED INDENTURE

                         DATED AS OF _____________, 200_




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<PAGE>   2


                             CROSS REFERENCE SHEET*

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

        Provision of Trust Indenture Act of 1939 and Indenture to be dated as of
_____________, 200_ between YORK INTERNATIONAL CORPORATION and THE BANK OF NEW
YORK, as Trustee:

<TABLE>
<CAPTION>
Section of the Act                            Section of Indenture
------------------                            --------------------

<S>                                           <C>
310(a)(1), (2) and (5)...................     6.9
310(a)(3) and (4)........................     Inapplicable
310(b)...................................     6.8 and 6.10(a), (b) and (d)
310(c)...................................     Inapplicable
311(a)...................................     6.13
311(b)...................................     6.13
311(c)...................................     Inapplicable
312(a)...................................     4.1 and 4.2(a)
312(b)...................................     4.2(a) and (b)(i) and (ii)
312(c)...................................     4.2(c)
313(a)...................................     4.4(a)(i), (ii), (iii), (iv), (v), (vi) and (vii)
313(a)(5)................................     Inapplicable
313(b)(1)................................     Inapplicable
313(b)(2)................................     4.4(b)
313(c)...................................     4.4(c)
313(d)...................................     4.4(d)
314(a)...................................     4.3
314(b)...................................     Inapplicable
314(c)(1) and (2)........................     11.5
314(c)(3)................................     Inapplicable
314(d)...................................     Inapplicable
314(e)...................................     11.5
314(f)...................................     Inapplicable
315(a), (c) and (d)......................     6.1
315(b)...................................     5.8
315(e)...................................     5.9
316(a)(1)................................     5.7
316(a)(2)................................     Not required
316(a) (last sentence)...................     7.4
316(b)...................................     5.4
317(a)...................................     5.2
317(b)...................................     3.5(a)
318(a)...................................     11.7
</TABLE>


-------------------------------
* This Cross Reference Sheet is not part of the Indenture.

<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                          ARTICLE ONE
                                          DEFINITIONS

<S>                                                                                       <C>
SECTION 1.1       Definitions................................................................1
Affiliate....................................................................................2
Authenticating Agent.........................................................................2
Bankruptcy Law...............................................................................2
Board of Directors...........................................................................2
Board Resolution.............................................................................2
Business Day.................................................................................2
Commission...................................................................................2
Corporate Trust Office.......................................................................2
Debt.........................................................................................2
Default......................................................................................2
Depositary...................................................................................2
Dollars......................................................................................3
$............................................................................................3
Exchange Act.................................................................................3
Event of Default.............................................................................3
GAAP.........................................................................................3
Global Security..............................................................................3
Holder.......................................................................................3
Holder of Securities.........................................................................3
Securityholder...............................................................................3
Indenture....................................................................................3
interest.....................................................................................3
Issuer.......................................................................................3
Issuer Order.................................................................................3
Lien.........................................................................................4
Officers' Certificate........................................................................4
Opinion of Counsel...........................................................................4
original issue date..........................................................................4
original issue discount......................................................................4
Original Issue Discount Security.............................................................4
Outstanding..................................................................................4
Payment Blockage Period......................................................................5
Payment Notice...............................................................................5
Periodic Offering............................................................................5
Person.......................................................................................5
Place of Payment.............................................................................5
principal....................................................................................5
principal amount.............................................................................5
</TABLE>


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<TABLE>
<CAPTION>
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<S>                                                                                       <C>
record date..................................................................................5
Responsible Officer..........................................................................5
Restricted Subsidiary........................................................................6
Securities Act...............................................................................6
Security.....................................................................................6
Securities...................................................................................6
Senior Indebtedness..........................................................................6
Senior Nonmonetary Default...................................................................6
Stated Maturity..............................................................................6
Subsidiary...................................................................................6
Trust Indenture Act of 1939..................................................................6
Trustee......................................................................................6
U.S. Government Obligations..................................................................6
vice president...............................................................................6
Yield to Maturity............................................................................7

                                          ARTICLE TWO
                                          SECURITIES

SECTION 2.1       Forms Generally............................................................7
SECTION 2.2       Form of Trustee's Certificate of Authentication............................7
SECTION 2.3       Amount Unlimited, Issuable in Series.......................................8
SECTION 2.4       Authentication and Delivery of Securities.................................10
SECTION 2.5       Execution of Securities...................................................13
SECTION 2.6       Certificate of Authentication.............................................13
SECTION 2.7       Denomination and Date of Securities; Payments of Interest.................14
SECTION 2.8       Registration, Transfer and Exchange.......................................14
SECTION 2.9       Mutilated, Defaced, Destroyed, Lost and Stolen Securities.................16
SECTION 2.10      Cancellation of Securities; Disposition Thereof...........................17
SECTION 2.11      Temporary Securities......................................................18
SECTION 2.12      CUSIP Numbers.............................................................18

                                         ARTICLE THREE
                                    COVENANTS OF THE ISSUER

SECTION 3.1       Payment of Principal and Interest.........................................18
SECTION 3.2       Maintenance of Office or Agency for Notices and Demands...................18
SECTION 3.3       Officers' Annual Compliance Certificate Filed with the Trustee............19
SECTION 3.4       Corporate Existence.......................................................19
SECTION 3.5       Payment of Taxes and Other Claims.........................................19

                                         ARTICLE FOUR
                           SECURITYHOLDERS LISTS AND REPORTS BY THE
                                    ISSUER AND THE TRUSTEE

SECTION 4.1       Issuer to Furnish Trustee Information as to Names and Addresses of
                      Securityholders.......................................................19
</TABLE>


                                      -ii-

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<TABLE>
<CAPTION>
                                                                                          Page
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<S>                                                                                       <C>
SECTION 4.2       Preservation and Disclosure of Securityholders Lists......................20
SECTION 4.3       Reports by the Issuer.....................................................21
SECTION 4.4       Reports by the Trustee....................................................21

                                         ARTICLE FIVE
                          REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                      ON EVENT OF DEFAULT

SECTION 5.1       Events of Default.........................................................23
SECTION 5.2       Payment of Securities on Default; Suit Therefor...........................25
SECTION 5.3       Application of Moneys Collected by Trustee................................26
SECTION 5.4       Proceedings by Securityholders............................................27
SECTION 5.5       Proceedings by Trustee....................................................28
SECTION 5.6       Remedies Cumulative and Continuing........................................28
SECTION 5.7       Direction of Proceedings; Waiver of Defaults by Majority of
                      Securityholders.......................................................28
SECTION 5.8       Notice of Defaults........................................................29
SECTION 5.9       Undertaking to Pay Costs..................................................29

                                          ARTICLE SIX
                                    CONCERNING THE TRUSTEE

SECTION 6.1       Duties and Responsibilities of the Trustee; During Default; Prior to
                      Default...............................................................29
SECTION 6.2       Certain Rights of the Trustee.............................................30
SECTION 6.3       Trustee Not Responsible for Recitals, Disposition of Securities or
                      Application of Proceeds Thereof.......................................32
SECTION 6.4       Trustee and Agents May Hold Securities; Collections, etc..................32
SECTION 6.5       Moneys Held by Trustee....................................................32
SECTION 6.6       Compensation and Indemnification of Trustee and Its Prior Claim...........32
SECTION 6.7       Right of Trustee to Rely on Officers' Certificate, etc....................33
SECTION 6.8       Qualification of Trustee; Conflicting Interests...........................33
SECTION 6.9       Persons Eligible for Appointment as Trustee; Different Trustees for
                      Different Series......................................................33
SECTION 6.10      Resignation and Removal; Appointment of Successor Trustee.................34
SECTION 6.11      Acceptance of Appointment by Successor Trustee............................35
SECTION 6.12      Merger, Conversion, Consolidation or Succession to Business of Trustee....36
SECTION 6.13      Preferential Collection of Claims Against the Issuer......................36
SECTION 6.14      Appointment of Authenticating Agent.......................................36

                                         ARTICLE SEVEN
                                CONCERNING THE SECURITYHOLDERS

SECTION 7.1       Evidence of Action Taken by Securityholders...............................37
SECTION 7.2       Proof of Execution of Instruments and of Holding of Securities............38
SECTION 7.3       Holders to be Treated as Owners...........................................38
SECTION 7.4       Securities Owned by Issuer Deemed Not Outstanding.........................38
</TABLE>



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<TABLE>
<CAPTION>
                                                                                          Page
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<S>                                                                                       <C>
SECTION 7.5       Right of Revocation of Action Taken.......................................39
SECTION 7.6       Record Date for Consents and Waivers......................................39

                                         ARTICLE EIGHT
                                    SUPPLEMENTAL INDENTURES

SECTION 8.1       Supplemental Indentures Without Consent of Securityholders................39
SECTION 8.2       Supplemental Indentures with Consent of Securityholders...................41
SECTION 8.3       Effect of Supplemental Indenture..........................................42
SECTION 8.4       Documents to Be Given to Trustee..........................................43
SECTION 8.5       Notation on Securities in Respect of Supplemental Indentures..............43

                                         ARTICLE NINE
                                          SUCCESSORS

SECTION 9.1       When Issuer May Merge, etc................................................43
SECTION 9.2       Successor Corporation Substituted.........................................43

                                          ARTICLE TEN
                           SATISFACTION AND DISCHARGE OF INDENTURE;
                            COVENANT DEFEASANCE; UNCLAIMED MONEYS

SECTION 10.1      Satisfaction and Discharge of Indenture; Covenant Defeasance..............44
SECTION 10.2      Application by Trustee of Funds Deposited for Payment of Securities.......46
SECTION 10.3      Repayment of Moneys Held by Paying Agent..................................46
SECTION 10.4      Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
                      Years.................................................................46
SECTION 10.5      Indemnity for U.S. Government Obligations.................................47

                                        ARTICLE ELEVEN
                                   MISCELLANEOUS PROVISIONS

SECTION 11.1      Partners, Incorporators, Stockholders, Officers and Directors of Issuer
                      Exempt from Individual Liability......................................47
SECTION 11.2      Provisions of Indenture for the Sole Benefit of Parties and Holders of
                      Securities............................................................47
SECTION 11.3      Successors and Assigns of Issuer Bound by Indenture.......................47
SECTION 11.4      Notices and Demands on Issuer, Trustee and Holders of Securities..........47
SECTION 11.5      Officers' Certificates and Opinions of Counsel; Statements to Be
                      Contained Therein.....................................................48
SECTION 11.6      Payments Due on Saturdays, Sundays and Holidays...........................49
SECTION 11.7      Conflict of Any Provision of Indenture with Trust Indenture Act of 1939...49
SECTION 11.8      GOVERNING LAW.............................................................49
SECTION 11.9      Counterparts..............................................................49
SECTION 11.10     Effect of Headings........................................................49
</TABLE>


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<TABLE>
<CAPTION>
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<S>                                                                                       <C>
                                        ARTICLE TWELVE
                          REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1      Applicability of Article..................................................50
SECTION 12.2      Notice of Redemption; Partial Redemptions.................................50
SECTION 12.3      Payment of Securities Called for Redemption...............................51
SECTION 12.4      Exclusion of Certain Securities from Eligibility for Selection for
                      Redemption............................................................52
SECTION 12.5      Mandatory and Optional Sinking Funds......................................52

                                       ARTICLE THIRTEEN
                                         SUBORDINATION

SECTION 13.1      Securities Subordinated to Senior Indebtedness............................54
SECTION 13.2      Reliance on Certificate of Liquidating Agent; Further Evidence as to
                      Ownership of Senior Indebtedness......................................57
SECTION 13.3      Payment Permitted If No Default...........................................57
SECTION 13.4      Disputes with Holders of Certain Senior Indebtedness......................57
SECTION 13.5      Trustee Not Charged with Knowledge of Prohibition.........................58
SECTION 13.6      Trustee to Effectuate Subordination.......................................58
SECTION 13.7      Rights of Trustee as Holder of Senior Indebtedness........................58
SECTION 13.8      Article Applicable to Paying Agents.......................................58
SECTION 13.9      Subordination Rights Not Impaired by Acts or Omissions of the Issuer or
                      Holders of Senior Indebtedness........................................59
SECTION 13.10     Trustee Not Fiduciary for Holders of Senior Indebtedness..................59
</TABLE>



                                       -v-
<PAGE>   8


        THIS SUBORDINATED INDENTURE, dated as of ____________ ___, 200_ between
YORK INTERNATIONAL CORPORATION, a Delaware corporation (the "Issuer"), and THE
BANK OF NEW YORK, a national banking association, as trustee (the "Trustee").

                              W I T N E S S E T H:

        WHEREAS, the Issuer has duly authorized the issuance from time to time
of its unsecured subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

        WHEREAS, the Issuer has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

        WHEREAS, all things necessary to make this Indenture a valid indenture
and agreement according to its terms have been undertaken and completed;

        NOW, THEREFORE:

        In consideration of the premises and the purchases of the Securities by
the Holders (as hereinafter defined) thereof, the Issuer and the Trustee
mutually covenant and agree for the equal and proportionate benefit of the
respective Holders from time to time of the Securities as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

        SECTION 1.1 Definitions. For all purposes of this Indenture and of any
indenture supplemental hereto the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
herein or in any indenture supplemental hereto or unless the context otherwise
clearly requires). All other terms used in this Indenture that are defined in
the Trust Indenture Act of 1939, including terms defined therein by reference to
the Securities Act (as hereinafter defined), shall have the meanings assigned to
such terms in said Trust Indenture Act of 1939 (as hereinafter defined) and in
said Securities Act as in force at the date of this Indenture (except as
otherwise expressly provided herein or in any indenture supplemental hereto or
unless the context otherwise clearly requires).

        All accounting terms used herein and not expressly defined shall have
the meanings assigned to such terms in accordance with GAAP (as hereinafter
defined).

        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. The expressions "date of this Indenture", "date
hereof", "date as of which this Indenture is dated" and "date of execution and
delivery of this Indenture" and other expressions of similar import refer to the
effective date of the original execution and delivery of this Indenture, viz.,
as of _____________ __, 200_.



<PAGE>   9

        The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

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

        "Authenticating Agent" shall have the meaning set forth in Section 6.14.

        "Bankruptcy Law" means Title 11, United States Code or any similar
Federal or state law for the relief of debtors.

        "Board of Directors" means the board of directors of the Issuer.

        "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect, and
delivered to the Trustee.

        "Business Day" means, with respect to any Security, unless otherwise
specified in a Board Resolution and an Officers' Certificate with respect to a
particular series of Securities, a day that (a) in the Place of Payment (or in
any of the Places of Payment, if more than one) in which amounts are payable, as
specified in the form of such Security, and (b) in the city in which the
Corporate Trust Office is located, is not a day on which banking institutions
are authorized or required by law or regulation to close.

        "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution and delivery of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act of 1939,
then the body performing such duties on such date.

        "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in New York, New York.

        "Debt" means indebtedness for borrowed money.

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

        "Depositary" means, with respect to the Securities of any series
issuable or issued in the form of one or more Global Securities, the Person
designated as Depositary by the Issuer pursuant to Section 2.3 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and, if at any time there is more than one such




                                      -2-
<PAGE>   10

Person, "Depositary" as used with respect to the Securities of any such series
shall mean the Depositary with respect to the Global Securities of such series.

        "Dollars" and the sign "$" means the coin and currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts.

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

        "Event of Default" means any event or condition specified as such in
Section 5.1.

        "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, consistently applied, which are applicable to the circumstances as
of the date of determination.

        "Global Security" means a Security evidencing all or a part of a series
of Securities issued to the Depositary for such series in accordance with
Section 2.3 and bearing the legend prescribed in Section 2.4.

        "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean, in the case of any Security, the Person in whose name such Security
is registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

        "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, including, for all purposes of this instrument and any such supplement,
the provisions of the Trust Indenture Act of 1939 that are deemed to be a part
of and govern this instrument and any such supplement, respectively, and shall
include the forms and terms of particular series of Securities established as
contemplated hereunder.

        "interest" means, when used with respect to non-interest bearing
Securities (including, without limitation, any Original Issue Discount Security
that by its terms bears interest only after maturity or upon default in any
other payment due on such Security), interest payable after maturity (whether at
stated maturity, upon acceleration or redemption or otherwise) or after the
date, if any, on which the Issuer becomes obligated to acquire a Security,
whether upon conversion, by purchase or otherwise.

        "Issuer" means York International Corporation, a Delaware corporation,
and, subject to Article Nine, its successors and assigns.

        "Issuer Order" means a written statement, request or order of the Issuer
which is signed in its name by the chairman of the Board of Directors, the
president or any vice president of the Issuer, and delivered to the Trustee.



                                      -3-
<PAGE>   11

        "Lien" means any mortgage, lien, pledge, security interest, conditional
sale or other title retention agreement or other security interest or
encumbrance of any kind (including any agreement to give any security interest).

        "Officers' Certificate", when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5 if and to the extent required by the provisions of such Section
11.5. One of the officers signing an Officers' Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

        "Opinion of Counsel" means an opinion in writing signed by the chief
counsel of the Issuer or by such other legal counsel who may be an employee of
or counsel to the Issuer and who shall be reasonably satisfactory to the
Trustee. Each such opinion shall include the statements provided for in Section
11.5, if and to the extent required by the provisions of such Section 11.5.

        "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

        "original issue discount" of any debt security, including any Original
Issue Discount Security, means the difference between the principal amount of
such debt security and the initial issue price of such debt security (as set
forth in the case of an Original Issue Discount Security on the face of such
Security).

        "Original Issue Discount Security" means any Security that 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 Article Five.

        "Outstanding", when used with reference to Securities, shall, subject to
the provisions of Section 7.4, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except:

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

                (b)     Securities (other than Securities of any series as to
        which the provisions of Article Ten hereof shall not be applicable), or
        portions thereof, for the payment or redemption of which moneys or U.S.
        Government Obligations (as provided for in Section 10.1) in the
        necessary amount shall have been deposited in trust with the Trustee or
        with any paying agent (other than the Issuer) or shall have been set
        aside, segregated and held in trust by the Issuer for the Holders of
        such Securities (if the Issuer shall act as its own paying agent),
        provided that, if such Securities, or portions thereof, are to be
        redeemed prior to the maturity thereof, notice of such redemption shall
        have been given as herein provided, or provision satisfactory to the
        Trustee shall have been made for giving such notice; and



                                      -4-
<PAGE>   12

                (c)     Securities which shall have been paid or in substitution
        for which other Securities shall have been authenticated and delivered
        pursuant to the terms of Section 2.9 (except with respect to any such
        Security as to which proof satisfactory to the Trustee is presented that
        such Security is held by a Person in whose hands such Security is a
        legal, valid and binding obligation of the Issuer).

        In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the portion of the principal amount
thereof that would be due and payable as of the date of such determination (as
certified by the Issuer to the Trustee) upon a declaration of acceleration of
the maturity thereof pursuant to Article Five.

        "Payment Blockage Period" shall have the meaning set forth in Section
13.1(c).

        "Payment Notice" shall have the meaning set forth in Section 13.1(c)

        "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Issuer or its agents upon the issuance of
such Securities.

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

        "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and interest, if any,
on the Securities of such series are payable as determined in accordance with
Section 2.3.

        "principal" of a debt security, including any Security, means the amount
(including, without limitation, if and to the extent applicable, any premium
and, in the case of an Original Issue Discount Security, any accrued original
issue discount, but excluding interest) that is payable with respect to such
debt security as of any date and for any purpose (including, without limitation,
in connection with any sinking fund, if any, upon any redemption at the option
of the Issuer, upon any purchase or exchange at the option of the Issuer or the
holder of such debt security and upon any acceleration of the maturity of such
debt security).

        "principal amount" of a debt security, including any Security, means the
principal amount as set forth on the face of such debt security.

        "record date" shall have the meaning set forth in Section 2.7.

        "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of this
Indenture.



                                      -5-
<PAGE>   13

        "Restricted Subsidiary" means any Subsidiary organized and existing
under the laws of the United States of America or Canada, including any branch
of any such Subsidiary whether such branch is located in the United States of
America, Canada or any other country.

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

        "Security" or "Securities" has the meaning stated in the first recital
of this Indenture or, as the case may be, Securities that have been
authenticated and delivered pursuant to this Indenture.

        "Senior Indebtedness" means Debt of the Issuer outstanding at any time
(other than the Debt evidenced by the Securities of any series), except (a) any
Debt as to which, by the terms of the instrument creating or evidencing such
Debt or pursuant to which the same is outstanding, it is provided that such Debt
is not senior or prior in right of payment to the Securities or is pari passu or
subordinate by its terms in right of payment to the Securities, (b) any Debt of
the Issuer to a wholly-owned Subsidiary of the Issuer, (c) interest accruing
after the filing of a petition initiating any proceeding referred to in Sections
5.1(d) and 5.1(e) unless such interest is an allowed claim enforceable against
the Issuer in a proceeding under federal or state bankruptcy laws and (d) trade
payables.

        "Senior Nonmonetary Default" shall have the meaning set forth in Section
13.1(c).

        "Stated Maturity", when used with respect to any Security or any
installment of interest thereon, shall mean the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
interest is due and payable.

        "Subsidiary" means, with respect to any Person, any corporation or other
entity of which a majority of the total voting power of the voting stock
outstanding is, or other ownership interests having voting power under ordinary
circumstances with the power to elect a majority of the board of directors or
other Persons performing similar functions are, at the time directly or
indirectly owned by such Person. Unless otherwise indicated, "Subsidiary" shall
refer only to Subsidiaries of the Issuer.

        "Trust Indenture Act of 1939" (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939, as amended, as in force at
the date as of which this Indenture is originally executed.

        "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee. "Trustee" shall also mean or include each Person
who is then a trustee hereunder and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

        "U.S. Government Obligations" shall have the meaning set forth in
Section 10.1(B).

        "vice president", when used with respect to the Issuer or the Trustee,
means any vice president, regardless of whether designated by a number or a word
or words added before or after the title "vice president".



                                      -6-
<PAGE>   14

        "Yield to Maturity" means the yield to maturity on a series of
Securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with generally accepted financial practice or as
otherwise provided in the terms of such series of Securities.

                                  ARTICLE TWO
                                  SECURITIES

        SECTION 2.1 Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such establishment) 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 imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

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

        SECTION 2.2 Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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

                                    THE BANK OF NEW YORK, as Trustee


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

        If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
Certificate of Authentication which shall be substantially as follows:


                                      -7-
<PAGE>   15

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

                                    THE BANK OF NEW YORK, as Trustee



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


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

        SECTION 2.3 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 and the Securities of
each such series shall rank equally and pari passu with the Securities of each
other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
Thirteen, to all Senior Indebtedness. There shall be established in or pursuant
to one or more Board Resolutions (and, to the extent established pursuant to
rather than set forth in a Board Resolution, in an Officers' Certificate
detailing such establishment) or established in one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any series:

                (1)     the designation of the Securities of the series, which
        shall distinguish the Securities of such series from the Securities of
        all other series;

                (2)     any limit upon the aggregate principal amount of the
        Securities of the series that 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 2.8, 2.9, 2.11, 8.5 or
        12.3);

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

                (4)     the rate or rates at which the Securities of the series
        shall bear interest, if any, the date or dates from which any such
        interest shall accrue, on which any such interest shall be payable and
        on which a record shall be taken for the determination of Holders to
        whom any such interest is payable or the method by which such rate or
        rates or date or dates shall be determined or both;

                (5)     the place or places where and the manner in which the
        principal of, premium, if any, and interest, if any, on Securities of
        the series shall be payable (if other than as provided in Section 3.2)
        and the office or agency for the Securities of the series maintained by
        the Issuer pursuant to Section 3.2;



                                      -8-
<PAGE>   16

                (6)     the right, if any, of the Issuer to redeem, purchase or
        repay Securities of the series, in whole or in part, at its option and
        the period or periods within which, the price or prices (or the method
        by which such price or prices shall be determined or both) at which, the
        form or method of payment therefor if other than in cash and any terms
        and conditions upon which, and the manner in which (if different from
        the provisions of Article Twelve), Securities of the series may be so
        redeemed, purchased or repaid, in whole or in part, pursuant to any
        sinking fund or otherwise;

                (7)     the obligation, if any, of the Issuer to redeem,
        purchase or repay Securities of the series in whole or in part pursuant
        to any mandatory redemption, sinking fund or analogous provisions or at
        the option of a Holder thereof and the period or periods within which
        the price or prices (or the method by which such price or prices shall
        be determined or both) at which, the form or method of payment therefor
        if other than in cash and any terms and conditions upon which, and the
        manner in which (if different from the provisions of Article Twelve),
        Securities of the series shall be redeemed, purchased or repaid, in
        whole or in part, pursuant to such obligation;

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

                (9)     if other than the principal amount thereof, the portion
        of the principal amount of Securities of the series which shall be
        payable upon acceleration of the maturity thereof;

                (10)    whether Securities of the series will be issuable as
        Global Securities;

                (11)    the Securities of such 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, the
        form and terms of such certificates, documents or conditions;

                (12)    any trustees, depositaries, authenticating or paying
        agents, transfer agents or registrars or any other agents with respect
        to the Securities of such series;

                (13)    any deleted, modified or additional events of default or
        remedies or any additional covenants with respect to the Securities of
        such series;

                (14)    whether the provisions of Section 10.1(C) will be
        applicable to Securities of such series;

                (15)    any provision relating to the issuance of Securities of
        such series at an original issue discount (including, without
        limitation, the issue price thereof, the rate or rates at which such
        original issue discount shall accrete, if any, and the date or dates
        from or to which or period or periods during which such original issue
        discount shall accrete at such rate or rates);



                                      -9-
<PAGE>   17

                (16)    if other than Dollars, the foreign currency in which
        payment of the principal of, premium, if any, and interest, if any, on
        the Securities of such series shall be payable;

                (17)    if any entity other than The Bank of New York is to act
        as Trustee for the Securities of such series, the name and Corporate
        Trust Office of such Trustee;

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

                (19)    any other terms of the series (which terms shall not be
        inconsistent with the provisions of this Indenture).

        All Securities of any one series shall be substantially identical,
except as to denomination and except as may otherwise be provided by or pursuant
to the Board Resolution or Officers' Certificate referred to above or as set
forth in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and may be issued from time to time,
consistent with the terms of this Indenture, if so provided by or pursuant to
such Board Resolution, such Officers' Certificate or in any such indenture
supplemental hereto.

        Any such Board Resolution or Officers' Certificate referred to above
with respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of the Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officers' Certificate were
set forth herein in full.

        SECTION 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to, or upon the order of, the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the Trustee and to such recipients as may be specified from time to time by
an Issuer Order. The maturity date, original issue date, interest rate, if any,
and any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such procedures
and agreed to by the Trustee, such Issuer Order may authorize authentication and
delivery pursuant to oral instructions from the Issuer or its duly authorized
agent, which instructions shall be promptly confirmed in writing. In
authenticating the Securities of such series and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs (2), (3) and
(4) below only at or before the time of the first request of the Issuer to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
shall be fully protected in relying upon, unless and until such documents have
been superseded or revoked:

                (1)     an Issuer Order requesting such authentication and
        setting forth delivery instructions if the Securities of such series are
        not to be delivered to the Issuer, provided



                                      -10-
<PAGE>   18

        that, with respect to Securities of a series subject to a Periodic
        Offering, (a) such Issuer Order may be delivered by the Issuer to the
        Trustee prior to the delivery to the Trustee of such Securities for
        authentication and delivery, (b) the Trustee shall authenticate and
        deliver Securities of such series for original issue from time to time,
        in an aggregate principal amount not exceeding the aggregate principal
        amount established for such series, pursuant to an Issuer Order or
        pursuant to procedures acceptable to the Trustee as may be specified
        from time to time by an Issuer Order, (c) the maturity date or dates,
        original issue date or dates, interest rate or rates, if any, and any
        other terms of Securities of such series shall be determined by an
        Issuer Order or pursuant to such procedures, (d) if provided for in such
        procedures, such Issuer Order may authorize authentication and delivery
        pursuant to oral or electronic instructions from the Issuer or its duly
        authorized agent or agents, which oral instructions shall be promptly
        confirmed in writing and (e) after the original issuance of the first
        Security of such series to be issued, any separate request by the Issuer
        that the Trustee authenticate Securities of such series for original
        issuance will be deemed to be a certification by the Issuer that it is
        in compliance with all conditions precedent provided for in this
        Indenture relating to the authentication and delivery of such
        Securities;

                (2)     the Board Resolution, Officers' Certificate or executed
        supplemental indenture referred to in Sections 2.1 and 2.3 by or
        pursuant to which the forms and terms of the Securities of such series
        were established;

                (3)     an Officers' Certificate setting forth the form or forms
        and terms of the Securities, stating that the form or forms and terms of
        the Securities have been established pursuant to Sections 2.1 and 2.3
        and comply with this Indenture and covering such other matters as the
        Trustee may reasonably request; and

                (4)     at the option of the Issuer, either an Opinion of
        Counsel, or a letter from legal counsel addressed to the Trustee
        permitting it to rely on an Opinion of Counsel, substantially to the
        effect that:

                        (a)     the form or forms of the Securities of such
                series have been duly authorized and established in conformity
                with the provisions of this Indenture;

                        (b)     in the case of an underwritten offering, the
                terms of the Securities of such series have been duly authorized
                and established in conformity with the provisions of this
                Indenture, and, in the case of an offering that is not
                underwritten, certain terms of the Securities of such series
                have been established pursuant to a Board Resolution, an
                Officers' Certificate or a supplemental indenture in accordance
                with this Indenture, and when such other terms as are to be
                established pursuant to procedures set forth in an Issuer Order
                shall have been established, all such terms will have been duly
                authorized by the Issuer and will have been established in
                conformity with the provisions of this Indenture;

                        (c)     when the Securities of such series have been
                executed by the Issuer and authenticated by the Trustee in
                accordance with the provisions of this Indenture and delivered
                to and duly paid for by the purchasers thereof, they will



                                      -11-
<PAGE>   19

                have been duly issued under this Indenture and will be valid and
                legally binding obligations of the Issuer, enforceable in
                accordance with their respective terms, and will be entitled to
                the benefits of this Indenture; and

                        (d)     the execution and delivery by the Issuer of, and
                the performance by the Issuer of its obligations under, the
                Securities of such series will not contravene any provision of
                applicable law or the articles of incorporation or bylaws of the
                Issuer or any agreement or other instrument binding upon the
                Issuer or any of its Subsidiaries that is material to the Issuer
                and its Subsidiaries, considered as one enterprise, or, to such
                counsel's knowledge after the inquiry indicated therein, any
                judgment, order or decree of any governmental agency or any
                court having jurisdiction over the Issuer or any Subsidiary, and
                no consent, approval or authorization of any governmental body
                or agency is required for the performance by the Issuer of its
                obligations under the Securities, except such as are specified
                and have been obtained and such as may be required by the
                securities or blue sky laws of the various states in connection
                with the offer and sale of the Securities.

        In addition, if the authentication and delivery relates to a new series
of Securities created by an indenture supplemental hereto, such Opinion of
Counsel shall also state that all laws and requirements with respect to the form
and execution by the Issuer of the supplemental indenture with respect to the
series of Securities have been complied with, the Issuer has corporate power to
execute and deliver any such supplemental indenture and has taken all necessary
corporate action for those purposes and any such supplemental indenture has been
executed and delivered and constitutes the legal, valid and binding obligation
of the Issuer enforceable in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium or other laws and legal principles affecting creditors' rights
generally from time to time in effect and to general equitable principles
whether applied in an action at law or in equity).

        In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Delaware and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

        The Trustee shall have the right to decline to authenticate and deliver
any Securities of any series under this Section 2.4 if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Issuer or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal



                                      -12-
<PAGE>   20

liability to existing Holders or would adversely affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or otherwise.

        If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section 2.4 and the Issuer Order with respect to such series,
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series to be issued in the form of Global
Securities and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions, and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive registered form, this Security may
not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

        Each Depositary designated pursuant to Section 2.3 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and any
other applicable statute or regulation.

        SECTION 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of the Board of Directors, the president,
any vice president or the treasurer of the Issuer, under its corporate seal
which may, but need not, be attested by its secretary or one of its assistant
secretaries. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Issuer may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

        In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

        SECTION 2.6 Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories, or its Authenticating Agent, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee or its Authenticating Agent upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been



                                      -13-
<PAGE>   21

duly authenticated and delivered hereunder and that the Holder is entitled to
the benefits of this Indenture. Each reference in this Indenture to
authentication by the Trustee includes authentication by an agent appointed
pursuant to Section 6.14.

        SECTION 2.7 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable in registered form in
denominations established as contemplated by Section 2.3 or, with respect to the
Securities of any series, if not so established, in denominations of $1,000 and
any integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Issuer executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

        Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date of its
authentication, and such interest, if any, shall be payable on the dates,
established as contemplated by Section 2.3.

        The Person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered (a) at the close of business on a subsequent record date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date or (b) as determined by such other procedure as is
mutually acceptable to the Issuer and the Trustee. The term "record date" as
used with respect to any interest payment date (except a date for payment of
defaulted interest) for the Securities of any series shall mean the date
specified as such in the terms of the Securities of such series established as
contemplated by Section 2.3, or, if no such date is so established, if such
interest payment date is the first day of a calendar month, the fifteenth day of
the next preceding calendar month or, if such interest payment date is the
fifteenth day of a calendar month, the first day of such calendar month, whether
or not such record date is a Business Day.

        SECTION 2.8 Registration, Transfer and Exchange. The Issuer will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 for each series of Securities a register or registers in which, subject to
such reasonable regulations as it may prescribe, it will provide for the
registration of Securities of each series and the registration of transfer of
Securities of such series. Each such register shall be in written form in the
English language or in any other form capable of being converted into such form
within a reasonable time. At all reasonable times such register or registers
shall be open for inspection and available for copying by the Trustee.

        Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees



                                      -14-
<PAGE>   22

a new Security or Securities of the same series, maturity date, interest rate,
if any, and original issue date in authorized denominations for a like aggregate
principal amount.

        All Securities presented for registration of transfer shall (if so
required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing.

        At the option of the Holder thereof, Securities of any series (other
than a Global Security, except as set forth below) may be exchanged for a
Security or Securities of such series having authorized denominations and an
equal aggregate principal amount, upon surrender of such Securities to be
exchanged at the agency of the Issuer that shall be maintained for such purpose
in accordance with Section 3.2. All Securities surrendered upon any exchange or
registration of transfer provided for in this Indenture shall be promptly
cancelled and returned to the Issuer.

        The Issuer 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 of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

        The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing or publication of notice of redemption of Securities of such
series to be redeemed, (b) any Securities selected, called or being called for
redemption, in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed or (c) any Security
if the Holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Security in whole or in part, except the portion of such
Security not required to be repurchased.

        Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a part of the Securities
of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

        If at any time the Depositary for any Securities of a series represented
by one or more Global Securities notifies the Issuer that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible under Section 2.4,
the Issuer shall appoint a successor Depositary with respect to such Securities.
If a successor Depositary for such Securities is not appointed by the Issuer
within 90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer's election pursuant to Section 2.3 that such
Securities be represented by one or more Global Securities shall no longer be
effective and the Issuer shall execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series in
definitive registered form, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global



                                      -15-
<PAGE>   23

Security or Securities representing such Securities in exchange for such Global
Security or Securities.

        The Issuer may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of definitive Securities of such series, shall
authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

        If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

               (i) to the Person specified by such Depositary, a new Security or
        Securities of the same series, of any authorized denominations as
        requested by such Person, in an aggregate principal amount equal to and
        in exchange for such Person's beneficial interest in the Global
        Security; and

               (ii) to such Depositary a new Global Security in a denomination
        equal to the difference, if any, between the principal amount of the
        surrendered Global Security and the aggregate principal amount of
        Securities authenticated and delivered pursuant to clause (i) above.

        Upon the exchange of a Global Security for Securities in definitive
registered form in authorized denominations, such Global Security shall be
cancelled by the Trustee or an agent of the Issuer or the Trustee. Securities in
definitive registered form issued in exchange for a Global Security pursuant to
this Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Trustee or the Issuer or an agent of the
Issuer. The Trustee or such agent shall deliver at its office such Securities to
or as directed by the Persons in whose names such Securities are so registered.

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

        SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver, a new Security of the same series, maturity date, interest rate, if
any, and original issue date, bearing a number or other distinguishing symbol
not



                                      -16-
<PAGE>   24

contemporaneously outstanding, in exchange and substitution for the mutilated or
defaced Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substitute Security
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as may be required by the Trustee or the
Issuer or any such agent to indemnify and defend and to save each of the Trustee
and the Issuer and any such agent harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft
of such Security and of the ownership thereof and in the case of mutilation or
defacement, shall surrender the Security to the Trustee or such agent.

        Upon the issuance of any substitute Security, the Issuer 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 its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full shall become mutilated or defaced or be destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Security), if the applicant for such payment shall
furnish to the Issuer and to the Trustee and any agent of the Issuer or the
Trustee such security or indemnity as any of them may require to hold each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Issuer and the Trustee and any agent of the Issuer or
the Trustee evidence to the Trustee's satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

        Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

        SECTION 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee or
any agent of the Trustee, shall be delivered to the Trustee or its agent for
cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no
Securities shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Indenture. The Trustee shall return all cancelled
Securities to the Company. If the Issuer or its agent shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee or its agent for cancellation.



                                      -17-
<PAGE>   25

        SECTION 2.11 Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

        SECTION 2.12 CUSIP Numbers. The Issuer 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.

                                 ARTICLE THREE
                             COVENANTS OF THE ISSUER

        Subject to the provisions of Article Ten, the Company covenants for the
benefit of the Securityholders that:

        SECTION 3.1 Payment of Principal and Interest. (a) The Issuer will
punctually pay the principal and interest, if any, to become due in respect of
the Securities according to the terms of the Securities and this Indenture.
Payments of principal and interest shall be made at the Corporate Trust Office.

        (b)     The Issuer shall pay interest on overdue principal and interest
on overdue installments of interest, to the extent lawful, at the rate per annum
set forth in the Securities.

        SECTION 3.2 Maintenance of Office or Agency for Notices and Demands. The
Issuer will maintain in The City of New York an office or agency where the
Securities may be presented for payment, an office or agency where the
Securities may be presented for registration of transfer and for exchange as
provided in this Indenture and an office or agency where notices and demands to
or upon the Issuer in respect of such Securities or of this Indenture may be




                                      -18-
<PAGE>   26

served. Until otherwise designated by the Issuer in a written notice to the
Trustee, such office or agency in The City of New York shall be
______________________, an Affiliate of the Trustee located at
_________________________________________. If at any time the Issuer shall fail
to maintain any such required office, such presentations and demands may also be
made and notices may also be served at the Corporate Trust Office.

        SECTION 3.3 Officers' Annual Compliance Certificate Filed with the
Trustee. Within 120 days after the close of each fiscal year of the Issuer
ending after the date hereof, the Issuer will file with the Trustee a
certificate signed by the chairman of the Board of Directors, the chief
executive officer, the president or any vice president and by the chief
financial officer, treasurer or any assistant treasurer or the secretary or any
assistant secretary of the Issuer (provided that one of such signatories shall
be the Issuer's principal executive officer, principal financial officer or
principal accounting officer), as to such officers' knowledge of the Issuer's
compliance with all conditions and covenants under this Indenture (without
regard to any period of grace or requirement of notice provided hereunder) and
in the event any Default of the Issuer exists, such officers shall specify the
nature of such Default.

        SECTION 3.4 Corporate Existence. Subject to Article Nine, the Issuer
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and its material rights (charter and
statutory) and franchises; provided, however, that the Issuer shall not be
required to preserve any such material right or franchise if the preservation
thereof is no longer desirable in the conduct of the business of the Issuer or
the loss thereof is not materially adverse to the Holders of the Securities.

        SECTION 3.5 Payment of Taxes and Other Claims. The Issuer will pay or
discharge or cause to be paid or discharged, before any penalty accrues thereon,
(a) all material taxes, assessments and governmental charges levied or imposed
upon the Issuer or any Subsidiary or upon the income, profits or property of the
Issuer or any Subsidiary, and (b) all material lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Issuer or any Restricted Subsidiary; provided, however, that the
Issuer 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.

                                  ARTICLE FOUR
                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

        SECTION 4.1 Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer and any other obligor on the Securities
covenant and agree that they will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Securities of each series:

                (a)     semiannually and not more than 15 days after each
        January 1 and July 1, and



                                      -19-
<PAGE>   27

                (b)     at such other times as the Trustee may request in
        writing, within 30 days after receipt by the Issuer of any such request,

provided that if and so long as the Trustee shall be the registrar for such
series, such list shall not be required to be furnished.

        SECTION 4.2 Preservation and Disclosure of Securityholders Lists. (a)
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of each series of
Securities (i) contained in the most recent list furnished to it as provided in
Section 4.1, and (ii) received by it in the capacity of registrar or paying
agent for such series, if so acting. The Trustee may destroy any list furnished
to it as provided in Section 4.1 upon receipt of a new list so furnished.

        (b)     In case three or more Holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either

                (i)     afford to such applicants access to the information
        preserved at the time by the Trustee in accordance with the provisions
        of subsection (a) of this Section 4.2, or

                (ii)    inform such applicants as to the approximate number of
        Holders of Securities of such series or of all Securities, as the case
        may be, whose names and addresses appear in the information preserved at
        the time by the Trustee, in accordance with the provisions of subsection
        (a) of this Section 4.2, and as to the approximate cost of mailing to
        such Securityholders the form of proxy or other communication, if any,
        specified in such application.

        If the Trustee shall elect not to afford to such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the



                                      -20-
<PAGE>   28

entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

        (c)     Each and every Holder of Securities, by receiving and holding
the same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee 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 the provisions of subsection (b)
of this Section 4.2, 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 such subsection (b).

        SECTION 4.3 Reports by the Issuer. The Issuer covenants:

        (a)     to file with the Trustee, within 15 days after the Issuer 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 Issuer may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Issuer is not required to file information, documents or reports pursuant to
either of such Sections, then to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act, in
respect of a debt security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;

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

        (c)     to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission.

        SECTION 4.4 Reports by the Trustee. (a) Within 60 days after May 15 of
each year commencing with the May 15 following the date of this Indenture, the
Trustee shall transmit by mail to the Holders of Securities, as provided in
subsection (c) of this Section 4.4, a brief report dated as of such May 15 with
respect to any of the following events which may have occurred within the last
12 months (but if no such event has occurred within such period, no report need
be transmitted):



                                      -21-
<PAGE>   29

                (i)     any change to its eligibility under Section 6.9 and its
        qualification under Section 6.8;

                (ii)    the creation of, or any material change to, a
        relationship specified in paragraph (1) through (10) of Section 310(b)
        of the Trust Indenture Act of 1939;

                (iii)   the character and amount of any advances (and if the
        Trustee elects so to state, the circumstances surrounding the making
        thereof) made by the Trustee (as such) which remain unpaid on the date
        of such report and for the reimbursement of which it claims or may claim
        a lien or charge, prior to that of the Securities of any series, on any
        property or funds held or collected by it as Trustee, except that the
        Trustee shall not be required (but may elect) to report such advances if
        such advances so remaining unpaid aggregate not more than 1/2 of 1% of
        the principal amount of all Securities Outstanding on the date of such
        report;

                (iv)    the amount, interest rate, if any, and maturity date of
        all other indebtedness owing by the Issuer (or by any other obligor on
        the Securities) to the Trustee in its individual capacity on the date of
        such report, with a brief description of any property held as collateral
        security therefor, except any indebtedness based upon a creditor
        relationship arising in any manner described in Section 6.13(b);

                (v)     any change to the property and funds, if any, physically
        in the possession of the Trustee (as such) on the date of such report;

                (vi)    any additional issue of Securities which the Trustee has
        not previously reported; and

                (vii)   any action taken by the Trustee in the performance of
        its duties under this Indenture which it has not previously reported and
        which in its opinion materially affects the Securities, except action in
        respect of a Default, notice of which has been or is to be withheld by
        it in accordance with the provisions of Article Five.

        (b)     The Trustee shall transmit to the Securityholders of each
series, as provided in subsection (c) of this Section 4.4, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee, as such, since the date of the last report transmitted pursuant to the
provisions of subsection (a) of this Section 4.4 (or if no such report has yet
been so transmitted, since the date of this Indenture) for the reimbursement of
which it claims or may claim a lien or charge prior to that of the Securities of
such series on property or funds held or collected by it as Trustee and which it
has not previously reported pursuant to this subsection (b), except that the
Trustee shall not be required (but may elect) to report such advances if such
advances remaining unpaid at any time aggregate 10% or less of the principal
amount of all Securities Outstanding at such time, such report to be transmitted
within 90 days after such time.

        (c)     Reports pursuant to this Section shall be transmitted by mail:

                (i)     to all Holders of Securities, as the names and addresses
        of such Holders appear upon the registry books of the Issuer; and



                                      -22-
<PAGE>   30

                (ii)    to all other Persons to whom such reports are required
        to be transmitted pursuant to Section 313(c) of the Trust Indenture Act
        of 1939.

        (d)     A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Securities of any applicable
series are listed and also with the Commission. The Issuer agrees to promptly
notify the Trustee with respect to any series when and as the Securities of such
series become admitted to trading on any national securities exchange.

                                  ARTICLE FIVE
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

        SECTION 5.1 Events of Default. "Event of Default", wherever used herein
with respect to Securities of any series, means any one or more of the following
events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Thirteen or otherwise), unless it is
either inapplicable to a particular series or it is specifically deleted or
modified in or pursuant to the Board Resolution, Officers' Certificate or
supplemental indenture establishing such series of Securities or in the form of
Security, for such series:

                (a)     Failure to pay any installment of interest on any of the
        Securities of such series, when and as the same shall become due and
        payable as therein expressed, and such failure shall continue for a
        period of 30 days (it being understood that if the entire amount of such
        payment of interest is irrevocably deposited by the Issuer with the
        Trustee, or with another paying agent duly appointed hereunder, before
        the expiration of such period of 30 days, such default shall no longer
        be considered to be continuing under this Indenture); or

                (b)     Failure to pay the principal of the Securities of such
        series when and as the same shall become due and payable, whether at
        Stated Maturity thereof or otherwise; or

                (c)     Failure to perform or observe any other of the
        covenants, conditions or agreements on the part of the Issuer in this
        Indenture (other than a covenant, condition or agreement a Default in
        whose performance or whose breach is elsewhere in this Section
        specifically dealt with) or in the Securities of such series, and such
        failure shall continue for a period of 60 days after written notice
        specifying the failure and that the same is a Default and requiring the
        Issuer to remedy such failure shall have been given to the Issuer from
        the Trustee or to the Issuer and to the Trustee from the Holders of not
        less than 25% of the principal amount of the Securities of such series
        then Outstanding; or

                (d)     If the Issuer or any Subsidiary shall file a petition
        commencing a voluntary case under any provision of Bankruptcy Law; or
        the Issuer or any Subsidiary shall file a petition or answer or consent
        seeking reorganization, arrangement, adjustment or composition under any
        Bankruptcy Law, or shall consent to the filing of any such petition,
        answer, or consent; or the Issuer or any Subsidiary shall appoint, or
        consent to the appointment of, a custodian, receiver, liquidator,
        trustee, assignee, sequestrator or other similar official in bankruptcy
        or insolvency of the Issuer or any Subsidiary or of



                                      -23-
<PAGE>   31

        any substantial part of its property; or shall make an assignment for
        the benefit of creditors; or

                (e)     If any order for relief against the Issuer or any
        Subsidiary shall have been entered by a court having jurisdiction in the
        premises under any provision of Bankruptcy Law and such order shall have
        continued undischarged or unstayed for a period of 120 days; or a decree
        or order by a court having jurisdiction in the premises shall have been
        entered approving as properly filed a petition seeking reorganization,
        arrangement, adjustment, or composition of the Issuer under any
        Bankruptcy Law, and such decree or order shall have continued
        undischarged or unstayed for a period of 120 days; or a decree or order
        of a court having jurisdiction in the premises for the appointment of a
        custodian, receiver, liquidator, trustee, assignee, sequestrator, or
        other similar official in bankruptcy or insolvency of the Issuer or any
        Subsidiary or of any substantial part of its property, or for the
        winding up or liquidation of its affairs, shall have been entered, and
        such decree or order shall have remained in force undischarged or
        unstayed for a period of 120 days.

        If an Event of Default specified in Section 5.1(a), 5.1(b) or 5.1(c)
with respect to Securities of any series then Outstanding occurs and is
continuing, then and in each and every such case, unless the principal of all of
the Securities of such series shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding, by notice in writing to the
Issuer (and to the Trustee if given by Securityholders), may declare the
principal (or, if the Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) of all the Securities of such series and the interest, if
any, accrued thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
notwithstanding anything to the contrary contained in this Indenture or in the
Securities of such series. This provision, however, is subject to the condition
that, if at any time after the unpaid principal amount (or such specified
amount) of the Securities of such series shall have been so declared due and
payable and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, upon all of the Securities of such series and
the principal of any and all Securities of such series which shall have become
due otherwise than by acceleration (with interest on overdue installments of
interest, if any, to the extent that payment of such interest is enforceable
under applicable law and on such principal at the rate borne by the Securities
of such series to the date of such payment or deposit) and the reasonable
compensation, disbursements, expenses and advances of the Trustee and all other
amounts due the Trustee under Section 6.6, and any and all Defaults under this
Indenture, other than the nonpayment of such portion of the principal amount of
and accrued interest, if any, on Securities of such series which shall have
become due by acceleration, shall have been cured or shall have been waived in
accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor, then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent Default, or shall
impair any right consequent thereon. If any Event of Default specified in
Section 5.1(d) or 5.1(e) occurs, all unpaid principal amount (or, if the
Securities of any series then Outstanding are



                                      -24-
<PAGE>   32

Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of each such series) and accrued interest on all
Securities of each series then Outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act by the Trustee
or any Securityholder.

        If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Issuer, the
Trustee and the Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceeding had been taken.

        Except with respect to an Event of Default pursuant to Section 5.1(a) or
(b), the Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Responsible Officer by
the Issuer, a paying agent or any Securityholder.

        SECTION 5.2 Payment of Securities on Default; Suit Therefor. The Issuer
covenants that (a) if Default shall be made in the payment of any installment of
interest upon any of the Securities of any series then Outstanding as and when
the same shall become due and payable, and such Default shall have continued for
a period of 30 days, or (b) if Default shall be made in the payment of the
principal of any of the Securities of such series as and when the same shall
have become due and payable, whether at the Stated Maturity of the Securities of
such series or upon redemption or by declaration or otherwise, then, upon demand
of the Trustee, the Issuer will pay to the Trustee, for the benefit of the
Holders of the Securities, the whole amount that then shall have become due and
payable on all such Securities of such series for principal or interest, if any,
or both, as the case may be, with interest upon the overdue principal and (to
the extent that payment of such interest is enforceable under applicable law)
upon the overdue installments of interest, if any, at the rate borne by the
Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith.

        If the Issuer shall fail forthwith to pay such amounts upon such demand,
the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Issuer or any other obligor on the
Securities of such series and collect in the manner provided by law out of the
property of the Issuer or any other obligor on the Securities of such series,
wherever situated, the moneys adjudged or decreed to be payable.

        If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect, or if a receiver or trustee or similar official
shall have been appointed for the property of the Issuer or such other obligor,
or in the case of any other similar judicial proceedings relative to the Issuer
or other obligor upon



                                      -25-
<PAGE>   33

the Securities of such series, or to the creditors or property of the Issuer or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities of such series 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 pursuant to the provisions of this Section 5.2, shall be
entitled and empowered by intervention in such proceedings or otherwise to file
and prove a claim or claims for the whole amount of principal and interest, if
any, owing and unpaid in respect of the Securities of such series, and, in case
of any judicial proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the Securityholders allowed in such judicial proceedings relative
to the Issuer or any other obligor on the Securities of such series, its or
their creditors, or its or their property, and to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses, and any receiver,
assignee or trustee or similar official in bankruptcy or reorganization is
hereby authorized by each of the Securityholders to make such payments to the
Trustee, and, if the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due it for
compensation and expenses or otherwise pursuant to Section 6.6, including
counsel fees and expenses incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses and counsel
fees and expenses out of the estate in any such proceedings shall be denied for
any reason, payment of the same shall be secured by a lien on, and shall be paid
out of, any and all distributions, dividends, moneys, securities and other
property which the Holders of the Securities of such series may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

        All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Securities of the series in respect of which such judgment has been recovered.

        SECTION 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

                FIRST:  To the payment of costs and expenses of collection and
        reasonable compensation to the Trustee, its agents, attorneys and
        counsel, and of all other expenses and liabilities incurred, and all
        advances made, by the Trustee pursuant to Section 6.6 except as a result
        of its negligence or bad faith;

                SECOND: If the principal of the Outstanding Securities of such
        series shall not have become due and be unpaid, to the payment of
        interest, if any, on the Securities of such series, in the order of the
        maturity of the installments of such interest, if any, with interest (to
        the extent that such interest has been collected by the Trustee) upon
        the



                                      -26-
<PAGE>   34

        overdue installments of interest, if any, at the rate borne by the
        Securities of such series, such payment to be made ratably to the
        Persons entitled thereto;

                THIRD:  If the principal of the Outstanding Securities of such
        series shall have become due, by declaration or otherwise, to the
        payment of the whole amount then owing and unpaid upon the Securities of
        such series for principal and interest, if any, with interest on the
        overdue principal and (to the extent that such interest has been
        collected by the Trustee) upon overdue installments of interest, if any,
        at the rate borne by the Securities of such series; and in case such
        moneys shall be insufficient to pay in full the whole amounts so due and
        unpaid upon the Securities of such series, then to the payment of such
        principal and interest, if any, without preference or priority of
        principal over interest or of interest over principal, or of any
        installment of interest over any other installment of interest, or of
        any Security over any other Security, ratably to the aggregate of such
        principal and accrued and unpaid interest; and

                FOURTH: To the payment of any surplus then remaining to the
        Issuer, its successors or assigns, or to whomsoever may be lawfully
        entitled to receive the same.

        No claim for interest which in any manner at or after maturity shall
have been transferred or pledged separate or apart from the Securities to which
it relates, or which in any manner shall have been kept alive after maturity by
an extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a Default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

        SECTION 5.4 Proceedings by Securityholders. No Holder of any Securities
of any series then Outstanding shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee or similar official, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of Default and of the continuance thereof, as hereinbefore
provided, and unless the Holders of not less than 25% in aggregate principal
amount of the Securities of such series then Outstanding shall have made written
request to the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the Holder of every Security of such series
with every other taker and Holder and the Trustee, that no one or more Holders
of Securities of such series shall have any right in any manner whatever by
virtue of or by availing of any provision of this Indenture or of the Securities
to affect, disturb or prejudice the rights of any other Holder of such
Securities of such series, or to obtain or seek to obtain priority over or
preference as to any other such Holder, or to enforce any right under this
Indenture or the Securities, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities of such series.



                                      -27-
<PAGE>   35

        Notwithstanding any other provisions in this Indenture, but subject to
Article Thirteen, however, the right of any Holder of any Security to receive
payment of the principal of, premium, if any, and interest, if any, on such
Security, on or after the respective due dates expressed in such Security, or to
institute suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

        SECTION 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceedings in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

        SECTION 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
Securityholders, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such Default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

        SECTION 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding 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 Securities of such series; provided, however, that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine upon advice of counsel that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, its executive committee, or a trust
committee of directors or Responsible Officers or both shall determine that the
action or proceeding so directed would involve the Trustee in personal liability
unless such Holders provide the Trustee with indemnity satisfactory to it. The
Holders of a majority in aggregate principal amount of the Securities of any
series then Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past Default or Event of Default hereunder and its
consequences except a Default in the payment of interest, if any, on, or the
principal of, the Securities of such series. Upon any such waiver the Issuer,
the Trustee and the Holders of the Securities of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or Event



                                      -28-
<PAGE>   36

of Default or impair any right consequent thereon. Whenever any Default or Event
of Default hereunder shall have been waived as permitted by this Section 5.7,
said Default or Event of Default shall for all purposes of the Securities and
this Indenture be deemed to have been cured and to be not continuing.

        SECTION 5.8 Notice of Defaults. The Trustee shall, within 90 days after
the occurrence of a Default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Securities register, notice of all
Defaults known to the Trustee with respect to such series, unless such Defaults
shall have been cured before the giving of such notice (the term "Defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in clauses (a), (b), (c), (d) and (e) of Section 5.1, not including periods of
grace, if any, provided for therein and irrespective of the giving of the
written notice specified in said clause (c) but in the case of any Default of
the character specified in said clause (c) no such notice to Securityholders
shall be given until at least 60 days after the giving of written notice thereof
to the Issuer pursuant to said clause (c)); provided, however, that, except in
the case of Default in the payment of the principal of, premium, if any, or
interest, if any, on any of the Securities, or in the payment or satisfaction of
any sinking fund or other purchase obligation, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors or Responsible Officers or both of
the Trustee in good faith determines that the withholding of such notice is in
the best interests of the Securityholders.

        SECTION 5.9 Undertaking to Pay Costs. All parties to this Indenture
agree, and each Holder of any Security 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of an undertaking to pay the cost of such
suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, 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 5.9
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Securityholder, or group of Securityholders, holding in the aggregate more
than 10% in principal amount of the Securities of any series then Outstanding,
or to any suit instituted by any Securityholders for the enforcement of the
payment of the principal of or interest, if any, on any Security against the
Issuer on or after the due date expressed in such Security.

                                  ARTICLE SIX
                             CONCERNING THE TRUSTEE

        SECTION 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.



                                      -29-
<PAGE>   37

        No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that

                (a)     prior to the occurrence of an Event of Default with
        respect to the Securities of any series and after the curing or waiving
        of all such Events of Default with respect to such series which may have
        occurred:

                        (i)     the duties and obligations of the Trustee with
                respect to the Securities of any series shall be determined
                solely by the express provisions of this Indenture, and the
                Trustee shall not be liable except for the performance of such
                duties and obligations as are specifically set forth in this
                Indenture, and no implied covenants or obligations shall be read
                into this Indenture against the Trustee; and

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

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

                (c)     the Trustee shall not be liable with respect to any
        action taken or omitted to be taken by it in good faith in accordance
        with the direction of the Holders pursuant to Article Five relating to
        the time, method and place of conducting any proceeding for any remedy
        available to the Trustee, or exercising any trust or power conferred
        upon the Trustee, under this Indenture.

        None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that the
repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

        SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

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



                                      -30-
<PAGE>   38

        (b)     any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a Board Resolution;

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

        (d)     the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including, without limitation, pursuant to Article Five) unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

        (f)     prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon,
security, or other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Issuer upon demand;

        (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 not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder; and

        (h)     the Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to a series of Securities unless either (i) a
Responsible Officer of the Trustee assigned to the Corporate Trust Office of the
Trustee (or any successor division or department of the Trustee) shall have
actual knowledge of such Default or Event of Default or (ii) written notice of
such Default or Event of Default shall have been given to the Trustee by the
Issuer or any other obligor on such series of Securities or by any Holder of
Securities of such series.



                                      -31-
<PAGE>   39

        SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.

        SECTION 6.4 Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee or such agent.

        SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

        SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed to in
writing between the Issuer and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and the Issuer covenants and agrees to pay or reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by or on behalf of it in accordance with any of
the provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Issuer also covenants to
indemnify the Trustee and each predecessor Trustee for, and to hold it harmless
against, any and all loss, liability, damage, claim or expense, including taxes
(other than taxes based on the income of the Trustee), incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim or liability in the premises. The obligations of the
Issuer under this Section 6.6 to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture or the resignation or removal of the Trustee and shall not be
subordinate to the payment of Senior Indebtedness pursuant to Article Thirteen.
Such additional indebtedness shall be a senior claim to that of the Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the benefit of the Holders of particular Securities, and
the Securities are hereby subordinated to such senior claim. When the Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(d) or (e) or in



                                      -32-
<PAGE>   40

connection with Article Five hereof, the expenses (including the reasonable fees
and expenses of its counsel) and the compensation for the service in connection
therewith are intended to constitute expenses of administration under any
bankruptcy law without any need to demonstrate substantial contribution under
any bankruptcy law. The provisions of this Section 6.6 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.

        SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

        SECTION 6.8 Qualification of Trustee; Conflicting Interests. This
Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1) of the Trust Indenture Act of 1939. The Trustee shall have a combined
capital and surplus of at least $25,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with Section
310(b) of the Trust Indenture Act of 1939 regarding disqualification of a
trustee upon acquiring a conflicting interest.

        SECTION 6.9 Persons Eligible for Appointment as Trustee; Different
Trustees for Different Series. The Trustee for each series of Securities
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States of America or of any state or the District of
Columbia having a combined capital and surplus of at least $25,000,000, and
which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal, state or District of Columbia
authority, or a corporation or other Person permitted to act as trustee by the
Commission. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor upon the Securities or any Affiliate of such obligor shall serve as
trustee upon the Securities. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.9, the Trustee
shall resign immediately in the manner and with the effect specified in Section
6.10.

        A different Trustee may be appointed by the Issuer for any series of
Securities prior to the issuance of such Securities. If the initial Trustee for
any series of Securities is to be a trustee other than The Bank of New York, the
Issuer and such Trustee shall, prior to the issuance of such Securities, execute
and deliver an indenture supplemental hereto, which shall provide for the
appointment of such Trustee as Trustee for the Securities of such series and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same



                                      -33-
<PAGE>   41

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.

        SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Issuer. Upon receiving such notice of resignation,
the Issuer shall promptly appoint a successor trustee or trustees with respect
to the applicable series by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning trustee and one copy to the successor trustee or
trustees. If no successor trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Article Five, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

        (b)     In case at any time any of the following shall occur:

                (i)     the Trustee shall fail to comply with the provisions of
        Section 6.8 with respect to any series of Securities after written
        request therefor by the Issuer or by any Securityholder who has been a
        bona fide Holder of a Security or Securities of such series for at least
        six months; or

                (ii)    the Trustee shall cease to be eligible in accordance
        with the provisions of Section 6.9 and shall fail to resign after
        written request therefor by the Issuer or by any such Securityholder; or

                (iii)   the Trustee shall become incapable of acting with
        respect to any series of Securities, or shall be adjudged a bankrupt or
        insolvent, or a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or, subject to the provisions of Article
Five, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.



                                      -34-
<PAGE>   42

        (c)     The Holders of a majority in aggregate principal amount of the
Securities of each series then Outstanding may at any time remove the Trustee
with respect to Securities of such series and appoint a successor trustee with
respect to the Securities of such series by delivering to the Trustee so
removed, to the successor trustee so appointed and to the Issuer the evidence
provided for in Section 7.1 of the action in that regard taken by the
Securityholders. If no successor trustee shall have been so appointed with
respect to any series and have accepted appointment within 30 days after the
delivery of such evidence of removal, the Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 5.9, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

        (d)     Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

        SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights, powers, duties and obligations. Any trustee ceasing to
act shall, nevertheless, retain a prior claim upon all property or funds held or
collected by such trustee to secure any amounts then due it pursuant to the
provisions of Section 6.6.

        If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.



                                      -35-
<PAGE>   43

        No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

        Upon acceptance of appointment by any successor trustee as provided in
this Section 6.11, the Issuer shall give notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the Issuer fails
to give such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be given at
the expense of the Issuer.

        SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business
of Trustee. 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

        In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it is granted anywhere in the
Securities of such series or in this Indenture; provided that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

        SECTION 6.13 Preferential Collection of Claims Against the Issuer. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act of 1939,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act of 1939. A Trustee who has resigned or been removed shall be
subject to Section 31l(a) of the Trust Indenture Act of 1939 to the extent
indicated therein.

        SECTION 6.14 Appointment of Authenticating Agent. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Issuer an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent shall
be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such



                                      -36-
<PAGE>   44

reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of the Trustee by such Authenticating Agent.
Such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States of America or of any state or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $25,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal or state authority.

        Any corporation into which any 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 any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall, subject to meeting the eligibility
requirements for an Authenticating Agent set forth above, continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the Trustee and to the
Issuer. 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
Issuer.

        Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
series of Securities, the Trustee may appoint a successor Authenticating Agent
which shall be acceptable to the Issuer and the Issuer shall provide notice of
such appointment to all Holders of Securities of such series in the manner and
to the extent provided in Section 11.4. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Issuer agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

        Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any Authenticating
Agent.

                                 ARTICLE SEVEN
                         CONCERNING THE SECURITYHOLDERS

        SECTION 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any



                                      -37-
<PAGE>   45

purpose of this Indenture and (subject to Sections 6.1 and 6.2) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this
Article Seven.

        SECTION 7.2 Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Securityholder or his agent or proxy may be proved in the following manner:

                (a)     The fact and date of the execution by any Holder of any
        instrument may be proved by the certificate of any notary public or
        other officer of any jurisdiction authorized to take acknowledgments of
        deeds or administer oaths that the person executing such instruments
        acknowledged to him the execution thereof, or by an affidavit of a
        witness to such execution sworn to before any such notary or other such
        officer. Where such execution is by or on behalf of any legal entity
        other than an individual, such certificate or affidavit shall also
        constitute sufficient proof of the authority of the person executing the
        same.

                (b)     The ownership of Securities shall be proved by the
        Security register or by a certificate of the Security registrar.

        SECTION 7.3 Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest, if any, on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.

        SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or by any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which a Responsible Officer of the Trustee knows are 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 Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or any other obligor on the Securities. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall
be entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth



                                      -38-
<PAGE>   46

and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

        SECTION 7.5 Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security; provided that such revocation shall not become effective until
three Business Days after such filing. Except as aforesaid, any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any
Securities issued in exchange or substitution therefor or on registration of
transfer thereof, irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

        SECTION 7.6 Record Date for Consents and Waivers. The Issuer may, but
shall not be obligated to, establish a record date for the purpose of
determining the Persons entitled to (a) waive any past Event of Default with
respect to the Securities of such series in accordance with Section 5.7 of the
Indenture, (b) consent to any supplemental indenture in accordance with Section
8.2 of the Indenture or (c) waive compliance with any term, condition or
provision of any covenant hereunder. If a record date is fixed, the Holders on
such record date, or their duly designated proxies, and any such Persons, shall
be entitled to waive any such past default, consent to any such supplemental
indenture or waive compliance with any such term, condition or provision,
whether or not such Holder remains a Holder after such record date; provided,
however, that unless such waiver or consent is obtained from the Holders, or
duly designated proxies, of the requisite principal amount of Outstanding
Securities of such series prior to the date which is the 180th day after such
record date, any such waiver or consent previously given shall automatically
and, without further action by any Holder be cancelled and of no further effect.

                                 ARTICLE EIGHT
                             SUPPLEMENTAL INDENTURES

        SECTION 8.1 Supplemental Indentures Without Consent of Securityholders.
The Issuer, when authorized by a Board Resolution (which resolution may provide
general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to an
Issuer Order), and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:



                                      -39-
<PAGE>   47

                (a)     to convey, transfer, assign, mortgage or pledge to the
        Trustee as security for the Securities of one or more series any
        property or assets;

                (b)     to evidence the succession of another Person to the
        Issuer, or successive successions, and the assumption by the successor
        Person of the covenants, agreements and obligations of the Issuer
        pursuant to Article Nine;

                (c)     to add to the covenants of the Issuer such further
        covenants, restrictions, conditions or provisions as the Issuer and the
        Trustee shall consider to be for the protection of the Holders of all or
        any series of Securities (and if such covenants, restrictions,
        conditions or provisions are to be for the protection of less than all
        series of Securities, stating that the same are expressly being included
        solely for the protection of such series) and to make the occurrence, or
        the occurrence and continuance, of a Default in any such additional
        covenants, restrictions, conditions or provisions an Event of Default
        permitting the enforcement of all or any of the several remedies
        provided in this Indenture as herein set forth; provided, however, that
        in respect of any such additional covenant, restriction, condition or
        provision such supplemental indenture may provide for a particular
        period of grace after Default (which period may be shorter or longer
        than that allowed in the case of other Defaults) or may provide for an
        immediate enforcement upon such an Event of Default or may limit the
        remedies available to the Trustee upon such an Event of Default or may
        limit the right of the Holders of a majority in aggregate principal
        amount of the Securities of such series to waive such an Event of
        Default;

                (d)     to cure any ambiguity or to correct or supplement any
        provision contained herein or in any supplemental indenture which may be
        defective or inconsistent with any other provision contained herein or
        in any supplemental indenture, or to make any other provisions as the
        Issuer may deem necessary or desirable; provided, however, that no such
        action shall materially adversely affect the interests of the Holders of
        the Securities; (e) to establish the form or terms of Securities of any
        series as permitted by Sections 2.1 and 2.3;

                (f)     to provide for the issuance of Securities of any series
        in coupon form (including Securities registrable as to principal only)
        and to provide for exchangeability of such Securities for the Securities
        issued hereunder in fully registered form and to make all appropriate
        changes for such purpose;

                (g)     to modify, eliminate or add to the provisions of this
        Indenture to such extent as shall be necessary to effect the
        qualification of this Indenture under the Trust Indenture Act of 1939,
        or under any similar federal statute hereafter enacted, and to add to
        this Indenture such other provisions as may be expressly permitted by
        the Trust Indenture Act of 1939, excluding, however, the provisions
        referred to in Section 316(a)(2) of the Trust Indenture Act of 1939 as
        in effect at the date as of which this instrument was executed or any
        corresponding provision provided for in any similar federal statute
        hereafter enacted;



                                      -40-
<PAGE>   48

                (h)     to evidence and provide for the acceptance of
        appointment hereunder of a Trustee other than The Bank of New York as
        Trustee for a series of Securities and to add to or change any of the
        provisions of this Indenture as shall be necessary to provide for or
        facilitate the administration of the trusts hereunder by more than one
        Trustee, pursuant to the requirements of Section 6.9 hereof;

                (i)     subject to Section 8.2 hereof, to add to or modify the
        provisions hereof as may be necessary or desirable to provide for the
        denomination of Securities in foreign currencies which shall not
        adversely affect the interests of the Holders of the Securities in any
        material respect;

                (j)     to modify the covenants or Events of Default of the
        Issuer solely in respect of, or add new covenants or Events of Default
        of the Issuer that apply solely to, Securities not Outstanding on the
        date of such supplemental indenture; and

                (k)     to evidence and provide for the acceptance of
        appointment hereunder by a successor trustee with respect to the
        Securities of one or more series and to add to or change any of the
        provisions of this Indenture as shall be necessary to provide for or
        facilitate the administration of the trusts hereunder by more than one
        trustee, pursuant to the requirements of Section 6.11.

        The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

        Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities then
Outstanding, notwithstanding any of the provisions of Section 8.2.

        SECTION 8.2 Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Article Seven) of the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding of any series affected by such supplemental indenture, the Issuer,
when authorized by a Board Resolution (which resolution may provide general
terms or parameters for such action and may provide that the specific terms of
such action may be determined in accordance with or pursuant to an Issuer
Order), and the Trustee may, from time to time and at any time, enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of such series; provided that no such supplemental indenture
shall (a) extend the stated final maturity of the principal of any Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest, if any, thereon (or, in the case of an Original Issue
Discount Security, reduce the rate of accretion of original issue discount
thereon), or reduce or alter the



                                      -41-
<PAGE>   49

method of computation of any amount payable on redemption, repayment or purchase
by the Issuer thereof (or the time at which any such redemption, repayment or
purchase may be made), or make the principal thereof (including any amount in
respect of original issue discount), or interest, if any, thereon payable in any
coin or currency other than that provided in the Securities or in accordance
with the terms of the Securities, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof or the amount thereof provable in
bankruptcy in each case pursuant to Section Article Five, or impair or affect
the right of any Securityholder to institute suit for the payment thereof or, if
the Securities provide therefor, any right of repayment or purchase at the
option of the Securityholder, in each case without the consent of the Holder of
each Security so affected, or (b) reduce the aforesaid percentage of Securities
of any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected. No consent of any Holder of any Security shall be necessary under this
Section 8.2 to permit the Trustee and the Issuer to execute supplemental
indentures pursuant to Sections 8.1 and 9.2.

        A supplemental indenture which changes or eliminates any covenant, Event
of Default 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 Holders of Securities of such series, with
respect to such covenant or provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other series.

        Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors (which resolution may provide general terms or parameters
for such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to an Issuer Order) certified by the
secretary or an assistant secretary of the Issuer authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders of the Securities as aforesaid and other
documents, if any, required by Section 7.1, the Trustee shall join with the
Issuer in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may at its discretion, but
shall not be obligated to, enter into such supplemental indenture.

        It shall not be necessary for the consent of the Securityholders under
this Section 8.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

        Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Issuer (or the Trustee at the request and expense of the Issuer) shall give
notice thereof to the Holders of then Outstanding Securities of each series
affected thereby, as provided in Section 11.4. Any failure of the Issuer to give
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

        SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith and
the respective rights,



                                      -42-
<PAGE>   50

limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Issuer and the Holders of Securities of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and shall be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

        SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article Eight complies with the
applicable provisions of this Indenture and that all conditions precedent to the
execution and delivery of such supplemental indenture have been satisfied.

        SECTION 8.5 Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article Eight may bear a notation in form approved by the Trustee for such
series as to any matter provided for by such supplemental indenture or as to any
action taken by Securityholders. If the Issuer or the Trustee shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Issuer, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Issuer,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

                                  ARTICLE NINE
                                   SUCCESSORS

        SECTION 9.1 When Issuer May Merge, etc. The Issuer may not consolidate
or merge with any other Person or sell, convey, assign, transfer, lease or
otherwise dispose of all or substantially all its properties and assets as an
entirety in one transaction or a series of transactions to any Person, unless:

                (a)     either (i) the Issuer shall be the continuing
        corporation or (ii) such Person shall be a corporation, partnership,
        limited liability company or trust organized and validly existing under
        the laws of the United States or any state thereof or the District of
        Columbia, and shall expressly assume by a supplemental indenture all the
        Issuer's obligations under the Securities and this Indenture; and

                (b)     immediately before and after such transaction or each
        element of such series of transactions, no Default or Event of Default
        shall have occurred and be continuing.

        The Issuer shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

        SECTION 9.2 Successor Corporation Substituted. Upon any consolidation or
merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Issuer or any assignment of its
obligations under this Indenture or the Securities in accordance with Section
9.1, the successor corporation formed by such consolidation or into or with
which



                                      -43-
<PAGE>   51

the Issuer is merged or to which such sale, lease, conveyance or other
disposition or assignment is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Issuer under this Indenture with the
same effect as if such successor corporation had been named as the Issuer
herein; and, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                  ARTICLE TEN
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                      COVENANT DEFEASANCE; UNCLAIMED MONEYS

        SECTION 10.1 Satisfaction and Discharge of Indenture; Covenant
Defeasance.

        (A)     If at any time (a) the Issuer shall have paid or caused to be
paid the principal of, premium, if any, and interest, if any, on all the
Securities Outstanding (other than Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 2.9) as and
when the same shall have become due and payable, or (b) the Issuer shall have
delivered to the Trustee for cancellation all Securities theretofore
authenticated (other than Securities which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.9); and if, in any
such case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer (including all amounts, payable to the Trustee pursuant
to Section 6.6), then this Indenture shall cease to be of further effect, and
the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent relating to
the satisfaction and discharge contemplated by this provision have been complied
with, and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction and discharging this Indenture. The
Issuer agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred, and to compensate the Trustee for any services
thereafter reasonably and properly rendered, by the Trustee in connection with
this Indenture or the Securities.

        (B)     If at any time (a) the Issuer shall have paid or caused to be
paid the principal of, premium, if any, and interest, if any, on all the
Securities of any series Outstanding (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.9) as and when the same shall have become due and payable,
or (b) the Issuer shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated (other than any Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9), or (c) in the case of any series
of Securities with respect to which the exact amount described in clause (ii)
below can be determined at the time of making the deposit referred to in such
clause (ii), (i) all the Securities of such series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or by their
terms are to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (ii) the Issuer shall have irrevocably
deposited or caused to be deposited with the Trustee as funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of Securities of such series, cash in an amount (other than moneys
repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.4) or non-callable, non-prepayable bonds, notes, bills or other
similar obligations issued or guaranteed by the United States government or any
agency thereof the full and timely payment



                                      -44-
<PAGE>   52

of which are backed by the full faith and credit of the United States ("U.S.
Government Obligations"), maturing as to principal and interest, if any, at such
times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay (1) the principal of, premium, if any, and
interest, if any, on all Securities of such series on each date that such
principal of, premium, if any, or interest, if any, is due and payable, and (2)
any mandatory sinking fund payments on the dates on which such payments are due
and payable in accordance with the terms of the Indenture and the Securities of
such series; then the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such series on the date of the
deposit referred to in clause (ii) above and the provisions of this Indenture
with respect to the Securities of such series shall no longer be in effect
(except, in the case of clause (c) of this Section 10.1(B), as to (i) rights of
registration of transfer and exchange of Securities of such series, (ii) rights
of substitution of mutilated, defaced, destroyed, lost or stolen Securities of
such series, (iii) rights of Holders of Securities of such series to receive
payments of principal thereof and premium, if any, and interest, if any, thereon
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments thereon, if any, when due, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
the Holders of Securities of such series as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2 with respect to Securities
of such series) and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent contemplated by this provision have been complied with, and
at the cost and expense of the Issuer, shall execute proper instruments
acknowledging the same.

        (C)     The following provisions shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 2.3.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities with respect to which the
exact amount described in subparagraph (a) below can be determined at the time
of making the deposit referred to in such subparagraph (a), the Issuer shall be
deemed to have paid and discharged the entire indebtedness on all the Securities
of such a series on the 91st day after the date of the deposit referred to in
subparagraph (a) below, and the provisions of this Indenture with respect to the
Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities of such
series, (iii) rights of Holders of Securities of such series to receive payments
of principal thereof, premium, if any, and interest, if any, thereon upon the
original stated due dates therefor (but not upon acceleration), and remaining
rights of the Holders of Securities of such series to receive mandatory sinking
fund payments, if any, (iv) the rights, obligations, duties and immunities of
the Trustee hereunder, (v) the rights of the Holders of Securities of such
series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them and (vi) the obligations of the Issuer
under Section 3.2 with respect to Securities of such series) and the Trustee, on
demand of the Issuer accompanied by an Officers' Certificate and an Opinion of
Counsel, each stating that all conditions precedent contemplated by this
provision have been complied with, and at the cost and expense of the Issuer,
shall execute proper instruments acknowledging the same, if



                                      -45-
<PAGE>   53

                (a)     with reference to this provision the Issuer has
        irrevocably deposited or caused to be irrevocably deposited with the
        Trustee as funds in trust, specifically pledged as security for, and
        dedicated solely to, the benefit of the Holders of Securities of such
        series (i) cash in an amount, or (ii) U.S. Government Obligations,
        maturing as to principal and interest, if any, at such times and in such
        amounts as will insure the availability of cash, or (iii) a combination
        thereof, sufficient, in the opinion of a nationally recognized firm of
        independent public accountants expressed in a written certification
        thereof delivered to the Trustee, to pay (A) the principal of, premium,
        if any, and interest, if any, on all Securities of such series on each
        date that such principal or interest, if any, is due and payable, and
        (B) any mandatory sinking fund payments on the dates on which such
        payments are due and payable in accordance with the terms of the
        Indenture and the Securities of such series;

                (b)     such deposit will not result in a breach or violation
        of, or constitute a default under, any agreement or instrument to which
        the Issuer is a party or by which it is bound; and

                (c)     the Issuer has delivered to the Trustee an Opinion of
        Counsel based on the fact that (x) the Issuer has received from, or
        there has been published by, the Internal Revenue Service a ruling or
        (y), since the date hereof, there has been a change in the applicable
        United States federal income tax law, in either case to the effect that,
        and such opinion shall confirm that, the Holders of the Securities of
        such series will not recognize income, gain or loss for Federal income
        tax purposes as a result of such deposit, defeasance and discharge and
        will be subject to Federal income tax on the same amount and in the same
        manner and at the same times, as would have been the case if such
        deposit, defeasance and discharge had not occurred.

        SECTION 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys and U.S. Government Obligations
deposited with the Trustee pursuant to Section 10.1 shall be held in trust, and
such moneys and all moneys from such U.S. Government Obligations shall be
applied by it to the payment, either directly or through any paying agent
(including the Issuer acting as its own paying agent), to the Holders of the
particular Securities of such series for the payment or redemption of which such
moneys and U.S. Government Obligations have been deposited with the Trustee, of
all sums due and to become due thereon for principal and interest, if any, but
such moneys and U.S. Government Obligations need not be segregated from other
funds except to the extent required by law.

        SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such moneys.

        SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any paying
agent for the payment of the principal of, premium, if any, or interest, if any,
on any Security of any series and



                                      -46-
<PAGE>   54

not applied but remaining unclaimed for two years after the date upon which such
principal, premium, if any, or interest, if any, shall have become due and
payable, shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Issuer by the Trustee for such series or such
paying agent, and the Holder of the Securities of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment
which such Holder may be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall thereupon cease.

        SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

                                 ARTICLE ELEVEN
                            MISCELLANEOUS PROVISIONS

        SECTION 11.1 Partners, Incorporators, Stockholders, Officers and
Directors of Issuer Exempt from Individual Liability. No recourse under or upon
any obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer, or any partner of the Issuer or of
any successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities by the Holders thereof and as part of the consideration for the issue
of the Securities.

        SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any Person, other than the
parties hereto and their successors and the Holders of the Senior Indebtedness
and the Holders of the Securities, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities.

        SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

        SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
York International



                                      -47-
<PAGE>   55

Corporation, 631 South Richland Avenue, York, Pennsylvania 17403, Attention:
Vice President, Secretary and General Counsel. Any notice, direction, request or
demand by the Issuer or any Holder of Securities to or upon the Trustee shall be
deemed to have been sufficiently given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Trustee is filed by the Trustee with the
Issuer) to The Bank of New York, 101 Barclay Street, Floor 21 West, New York,
New York 10286, Attention: Corporate Trust Department.

        Where this Indenture provides for notice to Holders of Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder entitled
thereto, at his last address as it appears in the Security register. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

        In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be reasonably satisfactory to the
Trustee shall be deemed to be sufficient notice.

        SECTION 11.5 Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, or as
required pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

        Each certificate or opinion provided for in this Indenture (other than a
certificate provided pursuant to Section 4.3(d)) and delivered to the Trustee
with respect to compliance with a condition or covenant provided for in this
Indenture shall include (a) a statement that the person making such certificate
or opinion has read such covenant or condition, (b) a brief statement as to the
nature and scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based, (c) a statement
that, in the opinion of such person, he has made such examination or
investigation as is necessary to enable him to express an opinion as to whether
or not such covenant or condition has been complied with, and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

        Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon



                                      -48-
<PAGE>   56

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

        Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

        Any certificate or opinion of any independent firm of public accountants
filed with and directed to the Trustee shall contain a statement that such firm
is independent.

        SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of principal of or interest, if any, on the Securities of any
series or the date fixed for redemption, purchase or repayment of any such
Security shall not be a Business Day, then payment of interest, if any, premium,
if any, or principal need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, purchase or repayment, and, in the
case of payment, no interest shall accrue for the period after such date.

        SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included herein by any of Sections 3l0 to 3l7, inclusive, or
is deemed applicable to this Indenture by virtue of the provisions of the Trust
Indenture Act of 1939, such required provision shall control.

        SECTION 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE.

        SECTION 11.9 Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

        SECTION 11.10 Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.



                                      -49-
<PAGE>   57

                                 ARTICLE TWELVE
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

        SECTION 12.1 Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or are subject to any sinking fund for the retirement of
Securities of a series except as otherwise specified, as contemplated by Section
2.3 for Securities of such series.

        SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer or as required by any mandatory sinking
fund provision herein shall be given by mailing notice of such redemption by
first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption to such Holders of Securities of such
series at their last addresses as they shall appear in the Security register.
Any notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the Holder receives the notice.
Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

        The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price, (iv)
the place or places of payment, (v) the CUSIP number relating to such
Securities, (vi) that payment will be made upon presentation and surrender of
such Securities, unless otherwise specified by the terms of such Securities,
(vii) whether such redemption is pursuant to the mandatory or optional sinking
fund, or both, if such be the case, and that the redemption is subject to
receipt by the Trustee of sufficient funds, (viii) whether interest, if any,
(or, in the case of Original Issue Discount Securities, original issue discount)
accrued to the date fixed for redemption will be paid as specified in such
notice and (ix) whether on and after said date interest, if any, (or, in the
case of Original Issue Discount Securities, original issue discount) thereon or
on the portions thereof to be redeemed will cease to accrue. In case any
Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

        The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer or as required by any mandatory sinking fund provision
shall be given by the Issuer or, at the Issuer's request, by the Trustee in the
name and at the expense of the Issuer.

        On or before the redemption date specified in the notice of redemption
given as provided in this Section 12.2, the Issuer will deposit with the Trustee
or with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest, if any, to the
date fixed for redemption. The Issuer will deliver to the Trustee at least 45
days prior to the date fixed for redemption (unless a shorter notice period
shall be satisfactory to the Trustee) an Officers' Certificate stating the
aggregate principal amount of Securities to be redeemed. In case of a redemption
at the election of the Issuer prior to the expiration of any restriction on such




                                      -50-
<PAGE>   58

redemption, the Issuer shall deliver to the Trustee, prior to the giving of any
notice of redemption to Holders pursuant to this Section, an Officers'
Certificate stating that such restriction has been complied with.

        If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. So long as Securities of a series are
represented by a Global Security registered in the name of a nominee of the
Depositary, the particular Securities or portions thereof to be redeemed shall
be selected by the Depositary in such manner as it shall determine. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities of any series shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

        SECTION 12.3 Payment of Securities Called for Redemption. If notice of
redemption has been given as provided by this Article Twelve, the Securities or
portions of Securities specified in such notice shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest, if any accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest, if
any, accrued to said date) interest, if any (or, in the case of Original Issue
Discount Securities, original issue discount), on the Securities or portions of
Securities so called for redemption shall cease to accrue, and such Securities
shall cease from and after the date fixed for redemption (unless an earlier date
shall be specified in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established)
except as provided in Sections 6.5 and 10.4, to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest, if any, to the date fixed for redemption. On
presentation and surrender of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof shall be paid and
redeemed by the Issuer at the applicable redemption price, together with
interest, if any, accrued thereon to the date fixed for redemption; provided
that payment of interest, if any, becoming due on or prior to the date fixed for
redemption shall be payable to the Holders of Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the redemption price shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

        Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of



                                      -51-
<PAGE>   59

the Issuer, a new Security or Securities of such series, and of like tenor, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

        SECTION 12.4 Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officers' Certificate delivered to the Trustee at least 45 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Issuer, or (b) a Person specifically identified in such written statement as an
Affiliate of the Issuer.

        SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

        In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section 12.5, or (c) receive
credit for Securities of such series (not previously so credited) redeemed by
the Issuer through any optional redemption provision contained in the terms of
such series. Securities so delivered or credited shall be received or credited
by the Trustee at the sinking fund redemption price specified in such
Securities.

        On or before the 60th day next preceding each sinking fund payment date
for any series, the Issuer will deliver to the Trustee an Officers' Certificate
(a) specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such series and the basis for such credit, (b) stating that none of the
Securities of such series to be so credited has theretofore been so credited,
(c) stating that no Defaults in the payment of interest or Events of Default
with respect to such series have occurred and are continuing, and (d) stating
whether or not the Issuer intends to exercise its right to make an optional
sinking fund payment with respect to such series and, if so, specifying the
amount of such optional sinking fund payment which the Issuer intends to pay on
or before the next succeeding



                                      -52-
<PAGE>   60

sinking fund payment date. Any Securities of such series to be credited and
required to be delivered to the Trustee in order for the Issuer to be entitled
to credit therefor as aforesaid which have not theretofore been delivered to the
Trustee shall be delivered for cancellation pursuant to Section 2.10 to the
Trustee with such Officers' Certificate (or reasonably promptly thereafter if
acceptable to the Trustee). Such Officers' Certificate shall be irrevocable and
upon its receipt by the Trustee the Issuer shall become unconditionally
obligated to make all the cash payments or payments therein referred to, if any,
on or before the next succeeding sinking fund payment date. Failure of the
Issuer, on or before any such 60th day, to deliver such Officers' Certificate
and Securities (subject to the parenthetical clause in the second preceding
sentence) specified in this paragraph, if any, shall not constitute a Default
but shall constitute, on and as of such date, the irrevocable election of the
Issuer (i) that the mandatory sinking fund payment for such series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof,
and (ii) that the Issuer will make no optional sinking fund payment with respect
to such series as provided in this Section 12.5.

        If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000, or a lesser sum if the Issuer shall so request with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Issuer, or the Trustee, in the name and at the expense
of the Issuer (if the Issuer shall so request the Trustee in writing) shall
cause notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or earlier, if such maturity is accelerated), which are
not held for the payment or redemption of particular Securities of such series
shall be applied, together with other moneys, if necessary, sufficient for the
purpose, to the payment of the principal of, and interest, if any, on, the
Securities of such series at maturity.

        On or before each sinking fund payment date, the Issuer shall pay to the
Trustee in cash or shall otherwise provide for the payment of all interest, if
any, accrued to the date fixed for redemption on Securities to be redeemed on
such sinking fund payment date.

        The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
Default in payment of interest on such Securities or of any Event of Default
with respect to such series except that, where the giving of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Issuer a sum sufficient for such redemption. Except as
aforesaid, and subject to Article Thirteen, any moneys in the sinking fund for
such series at the time when any such Default or Event of Default known to a
Responsible Officer of the Trustee shall occur, and any moneys thereafter paid
into the



                                      -53-
<PAGE>   61

sinking fund, shall, during the continuance of such Default or Event of Default,
be deemed to have been collected under Article Five and held for the payment of
all such Securities. In case such Event of Default shall have been waived as
provided in Article Five or the Default cured on or before the 60th day
preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in
accordance with this Section to the redemption of such Securities.

                                ARTICLE THIRTEEN
                                  SUBORDINATION

        SECTION 13.1 Securities Subordinated to Senior Indebtedness. (a) The
Issuer covenants and agrees, and each Holder of Securities of each series, by
his acceptance thereof, likewise covenants and agrees, that anything in this
Indenture or the Securities of any series to the contrary notwithstanding, the
indebtedness evidenced by the Securities of each series is subordinate and
junior in right of payment, to the extent provided herein, to all Senior
Indebtedness, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, and that the subordination is for the
benefit of the holders of Senior Indebtedness.

        (b)     Subject to Section 13.4, if (i) the Issuer shall Default in the
payment of any principal of, premium, if any, or interest, if any, on any Senior
Indebtedness when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration of acceleration or otherwise, or
(ii) any other Default shall occur with respect to Senior Indebtedness and the
maturity of such Senior Indebtedness has been accelerated in accordance with its
terms, then, upon written notice of such Default to the Issuer and the Trustee
by the holders of Senior Indebtedness or any trustee therefor, unless and until,
in either case, the Default has been cured or waived or shall have otherwise
ceased to exist, and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of, premium, if any, or interest, if any, on
any of the Securities, or in respect of any redemption, retirement, purchase or
other acquisition of any of the Securities other than those made in capital
stock of the Issuer (or cash in lieu of fractional shares thereof).

        (c)     If any Default (other than a Default described in paragraph (b)
of this Section 13.1) shall occur under the Senior Indebtedness, pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods occurs (a "Senior Nonmonetary
Default"), then, upon the receipt by the Issuer and the Trustee of written
notice thereof (a "Payment Notice") from or on behalf of holders of such Senior
Indebtedness specifying an election to prohibit such payment and other action by
the Issuer in accordance with the following provisions of this paragraph (c),
the Issuer may not make any payment or take any other action that would be
prohibited by paragraph (b) of this Section 13.1 during the period (the "Payment
Blockage Period") commencing on the date of receipt of such Payment Notice and
ending on the earlier of (i) the date, if any, on which the holders of such
Senior Indebtedness or their representative notify the Trustee that such Senior
Nonmonetary Default is cured or waived or ceases to exist or the Senior
Indebtedness to which such Senior Nonmonetary Default relates is discharged or
(ii) the 179th day after the date of receipt of such Payment Notice.



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<PAGE>   62

Notwithstanding the provisions described in the immediately preceding sentence,
the Issuer may resume payments on the Securities following such Payment Blockage
Period. In no event will a Payment Blockage Period extend beyond 179 days from
the date of the receipt by the Trustee and the Company of the notice initiating
such Payment Blockage Period. Any number of notices of a Senior Nonmonetary
Default may be given during a Payment Blockage Period; provided that no such
notice shall extend such Payment Blockage Period, only one Payment Blockage
Period may be commenced within any 360-day period and there shall be a period of
at least 181 consecutive days in each period of 360 consecutive days when no
Payment Blockage Period is in effect.

        (d)     If (i) (A) without the consent of the Issuer, a receiver,
conservator, liquidator or trustee of the Issuer or of any of its property is
appointed by the order or decree of any court or agency or supervisory authority
having jurisdiction, and such decree or order remains in effect for more than 60
days or (B) the Issuer is adjudicated bankrupt or insolvent or (C) any of its
property is sequestered by court order and such order remains in effect for more
than 60 days or (D) a petition is filed against the Issuer under any state or
federal bankruptcy, reorganization, arrangement, insolvency, readjustment of
Debt, dissolution, liquidation or receivership law of any jurisdiction whether
now or hereafter in effect (including without limitation the Bankruptcy Law),
and is not dismissed within 60 days after such filing; or (ii) the Issuer (A)
commences a voluntary case or other proceeding seeking liquidation,
reorganization, arrangement, insolvency, readjustment of Debt, dissolution,
liquidation or other relief with respect to itself or its Debt or other
liabilities under any bankruptcy, insolvency or other similar law now or
hereafter in effect (including without limitation the Bankruptcy Law) or seeking
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, or (B) consents to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or (C) fails
to, or cannot, pay its Debts generally as they become due or (D) takes any
corporate action to authorize or effect any of the foregoing; or (iii) any
Subsidiary of the Issuer takes, suffers or permits to exist any of the events or
conditions referred to in the foregoing clause (i) or (ii), then all Senior
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any Securities on account thereof. Any payment or distribution,
whether in cash, securities or other property (other than securities of the
Issuer or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in these subordination provisions with respect to the indebtedness
evidenced by the Securities to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or adjustment) which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series shall be paid or delivered directly to the holders of Senior
Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. In the event
of any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders of the Securities, together with the holders of
any obligations of the Issuer ranking on a parity with the Securities, shall be
entitled to be paid from the remaining assets of the Issuer the amounts at the
time due and owing on account of unpaid principal of and interest, if any, on
the Securities and such other obligations before any payment or other




                                      -55-
<PAGE>   63

distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Issuer ranking junior to the
Securities and such other obligations.

        (e)     If, notwithstanding the foregoing, any payment or distribution
of any character, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof, such payment
or distribution of securities shall be received in trust for the benefit of and
shall be paid over or delivered and transferred to the holders of the Senior
Indebtedness then outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Senior Indebtedness
remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in
full. In the event of the failure of the Trustee or any Holder to endorse or
assign any such payment, distribution or security, each holder of Senior
Indebtedness is hereby irrevocably authorized to endorse or assign the same.

        (f)     No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer or any
Holder of Securities. Nothing contained herein shall impair, as between the
Issuer and the Holders of Securities of each series, the obligation of the
Issuer to pay to such Holders the principal of, premium, if any, and interest,
if any, on such Securities or prevent the Trustee or the Holder from exercising
all rights, powers and remedies otherwise permitted by applicable law or
hereunder upon a Default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Indebtedness to remove cash, securities or
other property otherwise payable or deliverable to the Holders.

        (g)     Senior Indebtedness shall not be deemed to have been paid in
full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series shall be subrogated to all rights of any holders of Senior
Indebtedness to receive any further payment or distributions applicable to the
Senior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Issuer and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Issuer on account of Senior Indebtedness,
and not on account of the Securities of such series.

        (h)     The provisions of this Section 13.1 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.



                                      -56-
<PAGE>   64

        (i)     The securing of any obligations of the Issuer, otherwise ranking
on a parity with the Securities, shall not be deemed to prevent such obligations
from constituting obligations ranking on a parity with the Securities.

        SECTION 13.2 Reliance on Certificate of Liquidating Agent; Further
Evidence as to Ownership of Senior Indebtedness. Upon any payment or
distribution of assets of the Issuer, the Trustee and the Holders shall be
entitled to rely upon an order or decree issued by any court of competent
jurisdiction in which such dissolution or winding up or liquidation or
reorganization or arrangement proceedings are pending or upon a certificate of
the bankruptcy trustee, receiver, assignee for the benefit of creditors or other
Person making such payment or distribution, delivered to the Trustee or to the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Issuer, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Thirteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder) as evidence that such Person is a
holder of Senior Indebtedness (or is such a trustee or representative). If the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distributions pursuant to this Article Thirteen,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, as to the extent to which such Person is entitled to participate in such
payment or distribution, and to other facts pertinent to the rights of such
Person under this Article Thirteen, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

        SECTION 13.3 Payment Permitted If No Default. Nothing contained in this
Article Thirteen or elsewhere in this Indenture, or in any of the Securities,
shall prevent (a) the Issuer at any time, except during the pendency of any
Default with respect to Senior Indebtedness described in Section 13.1(b) or
Section 13.1(c) or of any of the events described in Section 13.1(d), from
making payments of the principal of, premium, if any, or interest, if any, on
the Securities, or (b) the application by the Trustee or any paying agent of any
moneys deposited with it hereunder to payments of the principal of, premium, if
any, or interest, if any, on the Securities, if, at the time of such deposit,
the Trustee or such paying agent, as the case may be, did not have the written
notice provided for in Section 13.5 of any event prohibiting the making of such
deposit, or if, at the time of such deposit (whether or not in trust) by the
Issuer with the Trustee or paying agent (other than the Issuer) such payment
would not have been prohibited by the provisions of this Article Thirteen, and
the Trustee or any paying agent shall not be affected by any notice to the
contrary received by it on or after such date.

        SECTION 13.4 Disputes with Holders of Certain Senior Indebtedness. Any
failure by the Issuer to make any payment on or under any Senior Indebtedness,
other than any Senior Indebtedness as to which the provisions of this Section
13.4 shall have been waived by the Issuer in the instrument or instruments by
which the Issuer incurred, assumed, guaranteed or otherwise created such Senior
Indebtedness, shall not be deemed a Default under Section 13.1 hereof if (i) the
Issuer shall be disputing its obligation to make such payment or perform such
obligation, and



                                      -57-
<PAGE>   65

(ii) either (A) no final judgment relating to such dispute shall have been
issued against the Issuer which is in full force and effect and is not subject
to further review, including a judgment that has become final by reason of the
expiration of the time within which a party may seek further appeal or review,
or (B) if a judgment that is subject to further review or appeal has been
issued, the Issuer shall in good faith be prosecuting an appeal or other
proceeding for review, and a stay of execution shall have been obtained pending
such appeal or review.

        SECTION 13.5 Trustee Not Charged with Knowledge of Prohibition. Anything
in this Article Thirteen or elsewhere in this Indenture contained to the
contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of moneys to or by the Trustee and shall be entitled to assume
conclusively that no such facts exist and that no event specified in clauses (b)
and (c) of Section 13.1 has happened unless and until the Trustee shall have
received an Officers' Certificate to that effect or notice in writing to that
effect signed by or on behalf of the holder or holders, or the representatives,
of Senior Indebtedness who shall have been certified by the Issuer or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
holders or representatives or from any trustee under any indenture pursuant to
which such Senior Indebtedness shall be outstanding; provided, however, that, if
the Trustee shall not have received the Officers' Certificate or notice provided
for in this Section 13.5 at least three Business Days preceding the date upon
which by the terms hereof any moneys become payable for any purpose (including,
without limitation, the payment of either the principal of, premium, if any, or
interest, if any, on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within three Business Days preceding such date. The Issuer shall
give prompt written notice to the Trustee and to each paying agent of any facts
that would prohibit any payment of moneys to or by the Trustee or any paying
agent, and the Trustee shall not be charged with knowledge of the curing of any
Default or the elimination of any other fact or condition preventing such
payment or distribution unless and until the Trustee shall have received an
Officers' Certificate to such effect.

        SECTION 13.6 Trustee to Effectuate Subordination. Each Holder of
Securities by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as between such Holder and holders of Senior Indebtedness as
provided in this Article Thirteen and appoints the Trustee its attorney-in-fact
for any and all such purposes.

        SECTION 13.7 Rights of Trustee as Holder of Senior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article Thirteen
with respect to any Senior Indebtedness which may at the time be held by it, to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article Thirteen shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.6.

        SECTION 13.8 Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been appointed by the Issuer
and be then acting hereunder, the term "Trustee" as used in this Article
Thirteen shall in such case (unless the



                                      -58-
<PAGE>   66

context shall otherwise require) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if the
paying agent were named in this Article Thirteen in addition to or in place of
the Trustee; provided, however, that Sections 13.5 and 13.7 shall not apply to
the Issuer if it acts as paying agent.

        SECTION 13.9 Subordination Rights Not Impaired by Acts or Omissions of
the Issuer or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Issuer or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by which it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under such Senior
Indebtedness, including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Securities or the
Trustee and without affecting the obligations of the Issuer, the Trustee or the
Holders of Securities under this Article Thirteen.

        SECTION 13.10 Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Senior Indebtedness, and shall not be liable to any such holders if it shall
mistakenly pay over or distribute money or assets to Securityholders or the
Issuer. With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article Thirteen and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of ____________ ___, 200_.


                                      YORK INTERNATIONAL CORPORATION


                                      By:
                                          --------------------------------------
                                      Title:
                                             -----------------------------------



Attest:


By:
    -----------------------------------
Title:
       --------------------------------



                                      -59-
<PAGE>   67



                                    THE BANK OF NEW YORK, as
                                    Trustee





                                    By:
                                        ----------------------------------------
                                    Title:
                                           -------------------------------------




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