<PAGE>   1

                                                                     EXHIBIT 4.1











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



                              BECKMAN COULTER, INC.







                                 CITIBANK, N.A.

                                     TRUSTEE



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



                                SENIOR INDENTURE



                           DATED AS OF APRIL 25, 2001



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

<PAGE>   2

                 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO
                     SECTIONS 310 THROUGH 318, INCLUSIVE, OF
                        THE TRUST INDENTURE ACT OF 1939:


<TABLE>
<CAPTION>
    TRUST INDENTURE
      ACT SECTION                                                INDENTURE SECTION
-----------------------                                          -----------------
<S>                                                              <C>
  Section 310(a)(1)....................................................   609
             (a)(2)....................................................   609
             (a)(3)....................................................   Not Applicable
             (a)(4)....................................................   Not Applicable
             (b).......................................................   608, 610
  Section 311(a).......................................................   613
             (b).......................................................   613
  Section 312(a).......................................................   701, 702
             (b).......................................................   702
             (c).......................................................   702
  Section 313(a).......................................................   703
             (b).......................................................   703
             (c).......................................................   703
             (d).......................................................   703
  Section 314(a).......................................................   704
             (a)(4)                                                       101, 1005
             (b).......................................................   Not Applicable
             (c)(1)....................................................   102
             (c)(2)....................................................   102
             (c)(3)....................................................   Not Applicable
             (d).......................................................   Not Applicable
             (e).......................................................   102
  Section 315(a).......................................................   601
             (b).......................................................   602
             (c).......................................................   601
             (d).......................................................   601
             (e).......................................................   514
  Section 316(a).......................................................   101
             (a)(1)(A).................................................   502, 512
             (a)(1)(B).................................................   513
             (a)(2)....................................................   Not Applicable
             (b).......................................................   508
             (c).......................................................   104
  Section 317(a)(1)....................................................   503
             (a)(2)....................................................   504
             (b).......................................................   1003
  Section 318(a).......................................................   107
</TABLE>

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




                                       i
<PAGE>   3

                                TABLE OF CONTENTS


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

    Section 101.  Definitions................................................................1
    Section 102.  Compliance Certificates and Opinions.......................................7
    Section 103.  Form of Documents Delivered to Trustee.....................................7
    Section 104.  Acts of Holders; Record Dates..............................................8
    Section 105.  Notices, Etc., to Trustee, Company and any Security Guarantor.............10
    Section 106.  Notice to Holders; Waiver.................................................10
    Section 107.  Conflict with Trust Indenture Act.........................................11
    Section 108.  Effect of Headings and Table of Contents..................................11
    Section 109.  Successors and Assigns....................................................11
    Section 110.  Separability Clause.......................................................11
    Section 111.  Benefits of Indenture.....................................................11
    Section 112.  Governing Law.............................................................12
    Section 113.  Legal Holidays............................................................12
    Section 114.  No Security Interest Created..............................................12

ARTICLE II. SECURITY FORMS..................................................................12

    Section 201.  Forms Generally...........................................................12
    Section 202.  Form of Face of Security..................................................13
    Section 203.  Form of Reverse of Security...............................................14
    Section 204.  Form of Legend for Global Securities......................................18
    Section 205.  Form of Trustee's Certificate of Authentication...........................18

ARTICLE III. THE SECURITIES.................................................................19

    Section 301.  Amount Unlimited; Issuable in Series......................................19
    Section 302.  Denominations.............................................................22
    Section 303.  Execution, Authentication, Delivery and Dating............................22
    Section 304.  Temporary Securities......................................................24
    Section 305.  Registration, Registration of Transfer and Exchange.......................24
    Section 306.  Mutilated, Destroyed, Lost and Stolen Securities..........................26
    Section 307.  Payment of Interest; Interest Rights Preserved............................27
    Section 308.  Persons Deemed Owners.....................................................28
    Section 309.  Cancellation..............................................................28
    Section 310.  Computation of Interest...................................................28
    Section 311.  CUSIP Numbers.............................................................29

ARTICLE IV. SATISFACTION AND DISCHARGE......................................................29

    Section 401.  Satisfaction and Discharge of Indenture...................................29
    Section 402.  Application of Trust Money................................................30
</TABLE>




                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                        <C>
ARTICLE V. REMEDIES.........................................................................30

    Section 501.  Events of Default.........................................................30
    Section 502.  Acceleration of Maturity; Rescission and Annulment........................32
    Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...........33
    Section 504.  Trustee May File Proofs of Claim..........................................34
    Section 505.  Trustee May Enforce Claims Without Possession of Securities...............34
    Section 506.  Application of Money Collected............................................34
    Section 507.  Limitation on Suits.......................................................35
    Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.35
    Section 509.  Restoration of Rights and Remedies........................................36
    Section 510.  Rights and Remedies Cumulative............................................36
    Section 511.  Delay or Omission Not Waiver..............................................36
    Section 512.  Control By Holders........................................................36
    Section 513.  Waiver of Past Defaults...................................................37
    Section 514.  Undertaking for Costs.....................................................37
    Section 515.  Waiver of Stay or Extension Laws..........................................37

ARTICLE VI. THE TRUSTEE.....................................................................38

    Section 601.  Certain Duties and Responsibilities.......................................38
    Section 602.  Notice of Defaults........................................................38
    Section 603.  Certain Rights of Trustee.................................................38
    Section 604.  Not Responsible for Recitals or Issuance of Securities....................40
    Section 605.  May Hold Securities.......................................................40
    Section 606.  Money Held in Trust.......................................................40
    Section 607.  Compensation and Reimbursement............................................40
    Section 608.  Conflicting Interests.....................................................41
    Section 609.  Corporate Trustee Required; Eligibility...................................41
    Section 610.  Resignation and Removal; Appointment of Successor.........................41
    Section 611.  Acceptance of Appointment by Successor....................................43
    Section 612.  Merger, Conversion, Consolidation or Succession to Business...............44
    Section 613.  Preferential Collection of Claims Against Company.........................44
    Section 614.  Appointment of Authenticating Agent.......................................44
    Section 615.  Trustee's Application for Instructions from the Company...................46

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..............................46

    Section 701.  Company to Furnish Trustee Names and Addresses of Holders.................46
    Section 702.  Preservation of Information; Communications to Holders....................47
    Section 703.  Reports by Trustee........................................................47
    Section 704.  Reports by Company........................................................47

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.................................48

    Section 801.  Company May Consolidate, Etc., Only on Certain Terms......................48
    Section 802.  Successor Substituted.....................................................48
</TABLE>




                                      iii

<PAGE>   5

<TABLE>
<S>                                                                                        <C>
ARTICLE IX. SUPPLEMENTAL INDENTURES.........................................................49

    Section 901.  Supplemental Indentures Without Consent of Holders........................49
    Section 902.  Supplemental Indentures With Consent of Holders...........................50
    Section 903.  Execution of Supplemental Indentures......................................51
    Section 904.  Effect of Supplemental Indentures.........................................51
    Section 905.  Conformity with Trust Indenture Act.......................................52
    Section 906.  Reference in Securities to Supplemental Indentures........................52

ARTICLE X. COVENANTS........................................................................52

    Section 1001. Payment of Principal, Premium and Interest................................52
    Section 1002. Maintenance of Office or Agency...........................................52
    Section 1003. Money for Securities Payments to Be Held in Trust.........................53
    Section 1004. Corporate Existence.......................................................54
    Section 1005. Statement by Officers as to Default.......................................54
    Section 1006. Waiver of Certain Covenants...............................................54

ARTICLE XI. REDEMPTION OF SECURITIES........................................................55

    Section 1101. Applicability of Article..................................................55
    Section 1102. Election to Redeem; Notice to Trustee.....................................55
    Section 1103. Selection by Trustee of Securities to Be Redeemed.........................55
    Section 1104. Notice of Redemption......................................................56
    Section 1105. Deposit of Redemption Price...............................................57
    Section 1106. Securities Payable on Redemption Date.....................................57
    Section 1107. Securities Redeemed in Part...............................................57

ARTICLE XII. SINKING FUNDS..................................................................58

    Section 1201. Applicability of Article..................................................58
    Section 1202. Satisfaction of Sinking Fund Payments with Securities.....................58
    Section 1203. Redemption of Securities for Sinking Fund.................................58

ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE............................................59

    Section 1301. Applicability of Article..................................................59
    Section 1302. Defeasance and Discharge..................................................59
    Section 1303. Covenant Defeasance.......................................................59
    Section 1304. Conditions to Defeasance or Covenant Defeasance...........................60
    Section 1305. Deposited Money and Government Obligations to Be Held in Trust;
                  Miscellaneous Provisions..................................................61

ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS................62

    Section 1401. Indenture and Securities Solely Corporate Obligations.....................62

ARTICLE XV. SECURITY GUARANTEES.............................................................62

    Section 1501. Security Guarantees.......................................................62
</TABLE>




                                       iv
<PAGE>   6

        INDENTURE, dated as of April 25, 2001, between Beckman Coulter, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), and Citibank, N.A., a national banking
association duly organized and existing under the laws of the United States of
America, as Trustee (herein called the "Trustee").

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured senior
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
All things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

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


                                   ARTICLE I.
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101. DEFINITIONS.

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

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

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

               (3) all accounting terms not otherwise defined herein have the
        meanings assigned to them in accordance with generally accepted
        accounting principles, and, except as otherwise herein expressly
        provided, the term "generally accepted accounting principles" with
        respect to any computation required or permitted hereunder shall mean
        such accounting principles as are generally accepted in the United
        States of America;

               (4) unless the context otherwise requires, any reference to an
        "Article" or a "Section" refers to an Article or a Section, as the case
        may be, of this Indenture; and

               (5) 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.

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

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified



<PAGE>   7

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

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

        "Business Day," when used with respect to any Place of Payment, means a
day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in that Place of Payment or Los Angeles, California, are authorized
or obligated by law or executive order to remain closed or (iii) a day on which
the Corporate Trust Office of the Trustee is closed for business.

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

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

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

        "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 111 Wall Street, 5th Floor, New
York, New York 10005, Attention: Citibank Agency & Trust Services.

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

        "Covenant Defeasance" has the meaning specified in Section 1303.

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




                                       2
<PAGE>   8

        "Defeasance" has the meaning specified in Section 1302.

        "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301.

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

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

        "Expiration Date" has the meaning specified in Section 104.

        "Global Security" means a Security that evidences all or part of the
Securities of any series which is issued to a Depositary or a nominee thereof
for such series in accordance with Section 301(17).

        "Government Obligation" has the meaning specified in Section 1304.

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

        "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

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

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

        "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

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

        "Notice of Default" means a written notice of the kind specified in
Section 501(4).

        "Officer's Certificate" means a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice




                                       3
<PAGE>   9

President, the Treasurer, any Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or any Assistant Secretary, of the Company, and
delivered to the Trustee. One of the officers signing an Officer's Certificate
given pursuant to Section 1005 shall be the principal executive, financial or
accounting officer of the Company.

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

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

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

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

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

               (3) Securities as to which Defeasance has been effected pursuant
        to Section 1302; and

               (4) Securities which have been paid pursuant to Section 306 or in
        exchange for or in lieu of which other Securities have been
        authenticated and delivered pursuant to this Indenture, other than any
        such Securities in respect of which there shall have been presented to
        the Trustee proof satisfactory to it that such Securities are held by a
        bona fide purchaser in whose hands such Securities are valid obligations
        of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the




                                       4
<PAGE>   10

case of a Security described in Clause (A) or (B) above, of the amount
determined as provided in such Clause), and (D) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor, whether of record or beneficially, shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

        "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

        "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest or formula for determining the rate or
rates of interest thereon, if any, the Stated Maturity or Maturities thereof and
the redemption provisions, if any, with respect thereto, are to be determined by
the Company upon the issuance of such Securities.

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

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

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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

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

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

        "Responsible Officer," when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or




                                       5
<PAGE>   11

any other officer associated with the corporate trust department of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such
person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

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

        "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

        "Security Guarantees" means, in connection with any series of Securities
issued hereunder, any guarantee by each Security Guarantor of such series of the
Company's payment obligations under this Indenture and on any Security of such
series, executed pursuant to the provisions of this Indenture.

        "Security Guarantor" means any Person that executes a Security Guarantee
in accordance with the provisions of this Indenture, and its respective
successors and assigns.

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

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

        "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the date on which the principal of such Security or such
installment of principal or interest is due and payable, in the case of such
principal, as such date may be advanced or extended as provided pursuant to the
terms of such Security and this Indenture.

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

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

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




                                       6
<PAGE>   12

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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


SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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




                                       7
<PAGE>   13

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

        Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.


SECTION 104. ACTS OF HOLDERS; RECORD DATES.

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

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

        The ownership of Securities shall be proved by the Security Register.




                                       8
<PAGE>   14

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

        The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series; provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take or revoke the relevant action, whether or not such
Holders remain Holders after such record date; provided that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

        The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction or to revoke
the same, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of




                                       9
<PAGE>   15

such record date, the proposed action by Holders and the applicable Expiration
Date to be sent to the Company in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 106.

        With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

        Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


SECTION 105. NOTICES, ETC., TO TRUSTEE, COMPANY AND ANY SECURITY GUARANTOR.

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

               (1) the Trustee by any Holder or by the Company or any Security
        Guarantor shall be sufficient for every purpose hereunder if made,
        given, furnished or filed in writing (which may be made via facsimile)
        to or with a Responsible Officer of the Trustee at its Corporate Trust
        Office, or

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


SECTION 106. NOTICE TO HOLDERS; WAIVER.

        Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by




                                       10
<PAGE>   16

mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.


SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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


SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


SECTION 109. SUCCESSORS AND ASSIGNS.

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


SECTION 110. SEPARABILITY CLAUSE.

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


SECTION 111. BENEFITS OF INDENTURE.

        Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, nothing in this Indenture, in the Securities or in any
Security Guarantee, express or implied, shall give to any Person, other than the
parties hereto, their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.



                                       11
<PAGE>   17

SECTION 112. GOVERNING LAW.

        This Indenture, the Securities and any Security Guarantees shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of laws principles thereof.


SECTION 113. LEGAL HOLIDAYS.

        Unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, in any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day, unless that Business Day is in a different calendar
year, in which case the payment will be made on the preceding Business Day, in
each case, with the same force and effect as if made on the Interest Payment
Date or Redemption Date, or at the Stated Maturity.


SECTION 114. NO SECURITY INTEREST CREATED.

        Nothing in this Indenture or in the Securities expressed or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its subsidiaries is
located.

                                  ARTICLE II.
                                 SECURITY FORMS


SECTION 201. FORMS GENERALLY.

        The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to one or more Board Resolutions or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or Depositary therefor or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company or an Officer's Certificate pursuant to
Section 301 and delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.

        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.



                                       12
<PAGE>   18

SECTION 202. FORM OF FACE OF SECURITY.

        [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                              BECKMAN COULTER, INC.

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

                                                                    $ __________
No. _________                                                     CUSIP No. ____

        Beckman Coulter, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ________________, or registered
assigns, the principal sum of ________ Dollars on _________________________ [if
the Security is to bear interest prior to Maturity and interest payment periods
are not extendable, insert - , and to pay interest thereon from __________ or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, [insert - semi-annually, quarterly, monthly or other
description of the relevant payment period] on [________, ________,] and
__________ in each year, commencing _______________, at the rate of ____% per
annum, until the principal hereof is paid or made available for payment [if
applicable, insert - , provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
___% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the ___________________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

        [If the Security is not to bear interest prior to Maturity, insert - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ____% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount




                                       13
<PAGE>   19

so demanded is paid or made available for payment. Interest on any overdue
interest shall be payable on demand.]

        Payment of the principal of (and premium, if any) and [if applicable,
insert - any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert - ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer at such place
and to such account at a banking institution in the United States as may be
designated in writing to the Trustee at least sixteen (16) days prior to the
date for payment by the Person entitled thereto].

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

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated as of Date of Authentication:            BECKMAN COULTER, INC.


                                               By
                                                 -------------------------------

Attest:


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

SECTION 203. FORM OF REVERSE OF SECURITY.

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of ________, 2000 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert - , limited
in aggregate principal amount to $__________].




                                       14
<PAGE>   20

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


        YEAR           REDEMPTION PRICE           YEAR          REDEMPTION PRICE
        ----           ----------------           ----          ----------------



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

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


                         REDEMPTION PRICE               REDEMPTION PRICE FOR
                                FOR                     REDEMPTION OTHERWISE
                        REDEMPTION THROUGH                       THAN
                         OPERATION OF THE                 THROUGH OPERATION
            YEAR            SINKING FUND                 OF THE SINKING FUND
            ----        ------------------              ---------------------



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more




                                       15
<PAGE>   21

Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

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

        [If applicable, insert - The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year _______ and
ending with the year ______ of [if applicable, insert - not less than
$___________ ("mandatory sinking fund") and not more than] $____________
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert - mandatory] sinking fund payments may be credited against
subsequent [if applicable, insert - mandatory] sinking fund payments otherwise
required to be made [if applicable, insert - , in the inverse order in which
they become due].]

        [If the Security is subject to redemption of any kind, insert - In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

        [If applicable, insert - The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

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

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

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the




                                       16
<PAGE>   22

Holders of the Securities of all series affected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Securities of all series at the time Outstanding
affected thereby (voting as one class). The Indenture contains provisions
permitting the Holders of not less than a majority in principal amount of the
Securities of all series at the time Outstanding with respect to which a default
under the Indenture shall have occurred and be continuing (voting as one class),
on behalf of the Holders of the Securities of all such series, to waive, with
certain exceptions, such past default with respect to all such series and its
consequences. The Indenture also permits the Holders of not less than a majority
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

        As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

        No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

        As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

        The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and




                                       17
<PAGE>   23

subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

        No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

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

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

SECTION 204.  FORM OF LEGEND FOR GLOBAL SECURITIES.

        Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

               THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
               INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
               OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
               EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
               TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED,
               IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
               THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
               INDENTURE.


SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                         Citibank, N.A.,
                                         As Trustee

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

Dated:
      -------------------



                                       18
<PAGE>   24

                                  ARTICLE III.
                                 THE SECURITIES


SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

        The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officer's Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

               (2) any limit upon the aggregate principal amount of the
        Securities of the series which may be authenticated and delivered under
        this Indenture (except for Securities authenticated and delivered upon
        registration of transfer of, or in exchange for, or in lieu of, other
        Securities of the series pursuant to Section 304, 305, 306, 906 or 1106
        and except for any Securities which, pursuant to Section 303, are deemed
        never to have been authenticated and delivered hereunder);

               (3) the Person to whom any interest on a Security of the series
        shall be payable, if other than the Person in whose name that Security
        (or one or more Predecessor Securities) is registered at the close of
        business on the Regular Record Date for such interest;

               (4) the date or dates on which the principal of any Securities of
        the series is payable or the method by which such date shall be
        determined and the right, if any, to shorten or extend the date on which
        the principal of any Securities of the series is payable and the
        conditions to any such change;

               (5) the rate or rates at which any Securities of the series shall
        bear interest, if any, or the method by which such rate or rates shall
        be determined; the date or dates from which any such interest shall
        accrue; the Interest Payment Dates on which any such interest shall be
        payable; the manner (if any) of determination of such Interest Payment




                                       19
<PAGE>   25

        Dates; and the Regular Record Date, if any, for any such interest
        payable on any Interest Payment Date;

               (6) the right, if any, to extend the interest payment periods and
        the terms of such extension or extensions;

               (7) the place or places where the principal of and any premium
        and interest on any Securities of the series shall be payable and
        whether, if acceptable to the Trustee, any principal of such Securities
        shall be payable without presentation or surrender thereof;

               (8) the period or periods within which, or the date or dates on
        which, the price or prices at which and the terms and conditions upon
        which any Securities of the series may be redeemed, in whole or in part,
        at the option of the Company and, if other than by a Board Resolution,
        the manner in which any election by the Company to redeem the Securities
        shall be evidenced;

               (9) the obligation, if any, of the Company to redeem or purchase
        any Securities of the series pursuant to any sinking fund, purchase fund
        or analogous provisions or at the option of the Holder thereof and the
        period or periods within which, the price or prices at which and the
        terms and conditions upon which any Securities of the series shall be
        redeemed or purchased, in whole or in part, pursuant to such obligation;

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

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

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

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

               (14) if other than the entire principal amount thereof, the
        portion of the principal amount of any Securities of the series which
        shall be payable upon declaration of acceleration of the Maturity
        thereof pursuant to Section 502;




                                       20
<PAGE>   26

               (15) if the principal amount payable at the Stated Maturity of
        any Securities of the series will not be determinable as of any one or
        more dates prior to the Stated Maturity, the amount which shall be
        deemed to be the principal amount of such Securities as of any such date
        for any purpose thereunder or hereunder, including the principal amount
        thereof which shall be due and payable upon any Maturity other than the
        Stated Maturity or which shall be deemed to be Outstanding as of any
        date prior to the Stated Maturity (or, in any such case, the manner in
        which such amount deemed to be the principal amount shall be
        determined);

               (16) if either or both of Sections 1302 and 1303 do not apply to
        any Securities of the series;

               (17) if applicable, that any Securities of the series shall be
        issuable in whole or in part in the form of one or more Global
        Securities and, in such case, the respective Depositary or Depositaries
        for such Global Securities, the form of any legend or legends which
        shall be borne by any such Global Security in addition to or in lieu of
        that set forth in Section 204 and any circumstances in addition to or in
        lieu of those set forth in Clause (2) of the last paragraph of Section
        305 in which any such Global Security may be exchanged in whole or in
        part for Securities registered, and any transfer of such Global Security
        in whole or in part may be registered, in the name or names of Persons
        other than the Depositary for such Global Security or a nominee thereof;

               (18) any addition, modification or deletion of any Events of
        Default or covenants provided with respect to any Securities of the
        series and any change in the right of the Trustee or the requisite
        Holders of such Securities to declare the principal amount thereof due
        and payable pursuant to Section 502;

               (19) any addition to or change in the covenants set forth in
        Article Ten which applies to Securities of the series; and

               (20) any other terms of the series.

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

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

        With respect to Securities of a series offered in a Periodic Offering,
the Board Resolution (or action taken pursuant thereto), Officer's Certificate
or supplemental indenture referred to above may provide general terms or
parameters for Securities of such series and provide either that the specific
terms of particular Securities of such series shall be specified in a Company




                                       21
<PAGE>   27

Order or that such terms shall be determined by the Company in accordance with
other procedures specified in a Company Order as contemplated by the third
paragraph of Section 303.

        Notwithstanding Section 301(2) herein and unless otherwise expressly
provided with respect to a series of Securities, the aggregate principal amount
of a series of Securities may be increased and additional Securities of such
series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.


SECTION 302. DENOMINATIONS.

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


SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities, provided,
however, that in the case of Securities offered in a Periodic Offering, the
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as may be specified by or pursuant to a Company Order delivered to the
Trustee prior to the time of the first authentication of Securities of such
series. If the form or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be provided with, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,

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




                                       22
<PAGE>   28

               (2) if the terms of such Securities have been, or in the case of
        Securities of a series offered in a Periodic Offering, will be,
        established by or pursuant to Board Resolution as permitted by Section
        301, that such terms have been, or in the case of Securities of a series
        offered in a Periodic Offering, will be, established in conformity with
        the provisions of this Indenture, subject, in the case of Securities of
        a series offered in a Periodic Offering, to any conditions specified in
        such Opinion of Counsel; and

               (3) that such Securities, when issued and executed by the Company
        and when authenticated and delivered by the Trustee in the manner and
        subject to any conditions specified in such Opinion of Counsel, will
        constitute valid and legally binding obligations of the Company
        enforceable in accordance with their terms, subject to bankruptcy,
        insolvency, fraudulent transfer, reorganization, moratorium and similar
        laws of general applicability relating to or affecting creditors' rights
        and to general equity principles.

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

        Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer's Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

        With respect to Securities of a series offered in a Periodic Offering,
the Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.



                                       23
<PAGE>   29

SECTION 304. TEMPORARY SECURITIES.

        Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

        If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.


SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

        The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office or in any other
office or agency of the Company in a Place of Payment being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

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

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

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




                                       24
<PAGE>   30

        Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

        No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1106 not involving any transfer.

        If the Securities of any series (or of any series and specified tenor)
are to be redeemed, the Company shall not be required (A) to issue, register the
transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption and ending at the close of business on
the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

        The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

               (1) Each Global Security authenticated under this Indenture shall
        be registered in the name of the Depositary designated for such Global
        Security or a nominee thereof and delivered to such Depositary or a
        nominee thereof or custodian therefor, and each such Global Security
        shall constitute a single Security for all purposes of this Indenture.

               (2) Notwithstanding any other provision in this Indenture, no
        Global Security may be exchanged in whole or in part for Securities
        registered, and no transfer of a Global Security in whole or in part may
        be registered, in the name of any Person other than the Depositary for
        such Global Security or a nominee thereof unless (A) such Depositary has
        notified the Company that it is unwilling or unable to continue as
        Depositary for such Global Security and a successor Depositary has not
        been appointed by the Company within 90 days of receipt by the Company
        of such notification, (B) if at any time the Depositary ceases to be a
        clearing agency registered under the Exchange Act at a time when the
        Depositary is required to be so registered to act as such Depositary and
        no successor Depositary shall have been appointed by the Company within
        90 days after it became aware of such cessation, or (C) there shall
        exist such circumstances, if any, in addition to or in lieu of the
        foregoing as have been specified for this purpose as contemplated by
        Section 301. Notwithstanding the foregoing, the Company may at any time
        in its sole discretion determine that Securities issued in the form of a
        Global Security shall no longer be represented in whole or in part by
        such Global Security, and the Trustee, upon receipt of a Company Order
        therefor, shall authenticate and deliver definitive Securities in
        exchange in whole or in part for such Global Security.




                                       25
<PAGE>   31

               (3) Subject to Clause (2) above, any exchange or transfer of a
        Global Security for other Securities may be made in whole or in part,
        and all Securities issued in exchange for or upon transfer of a Global
        Security or any portion thereof shall be registered in such names as the
        Depositary for such Global Security shall direct.

               (4) Every Security authenticated and delivered upon registration
        of transfer of, or in exchange for or in lieu of, a Global Security or
        any portion thereof, whether pursuant to this Section, Section 304, 306,
        906 or 1106 or otherwise, shall be authenticated and delivered in the
        form of, and shall be, a Global Security, unless such Security is
        registered in the name of a Person other than the Depositary for such
        Global Security or a nominee thereof.


SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

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



                                       26
<PAGE>   32

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

        Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

        Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities of such series (or
        their respective Predecessor Securities) are registered at the close of
        business on a Special Record Date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner. The Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each Security of such series and the date of the
        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money equal to the aggregate amount proposed to
        be paid in respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the
        proposed payment, such money when deposited to be held in trust for the
        benefit of the Persons entitled to such Defaulted Interest as in this
        Clause provided. Thereupon the Trustee shall fix a Special Record Date
        for the payment of such Defaulted Interest which shall be not more than
        15 days and not less than 10 days prior to the date of the proposed
        payment and not less than 10 days after the receipt by the Trustee of
        the notice of the proposed payment. The Trustee shall promptly notify
        the Company of such Special Record Date and, in the name and at the
        expense of the Company, shall cause notice of the proposed payment of
        such Defaulted Interest and the Special Record Date therefor to be given
        to each Holder of Securities of such series in the manner set forth in
        Section 106, not less than 10 days prior to such Special Record Date.
        Notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor having been so mailed, such Defaulted
        Interest shall be paid to the Persons in whose names the Securities of
        such series (or their respective Predecessor Securities) are registered
        at the close of business on such Special Record Date and shall no longer
        be payable pursuant to the following Clause (2).

               (2) The Company may make payment of any Defaulted Interest on the
        Securities of any series in any other lawful manner not inconsistent
        with the requirements of any securities exchange, if any, on which such
        Securities may be listed, and upon such notice as may be required by
        such exchange, if, after notice given by the Company to the Trustee of
        the proposed payment pursuant to this Clause, such manner of payment
        shall be deemed practicable by the Trustee.




                                       27
<PAGE>   33

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


SECTION 308. PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

        None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership interest
of a Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

        Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any Agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by any depositary, as a Holder, with respect to
such Global Security or impair, as between such depositary and owners of
beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such depositary as Holder of
such Global Security.


SECTION 309. CANCELLATION.

        All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in its customary manner or as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy such
canceled Securities.


SECTION 310. COMPUTATION OF INTEREST.

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




                                       28
<PAGE>   34

SECTION 311. CUSIP NUMBERS.

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


                                  ARTICLE IV.
                           SATISFACTION AND DISCHARGE


SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

        (1) either

               (A) all Securities theretofore authenticated and delivered (other
        than (i) Securities which have been destroyed, lost or stolen and which
        have been replaced or paid as provided in Section 306 and (ii)
        Securities for whose payment money has theretofore been deposited in
        trust or segregated and held in trust by the Company and thereafter
        repaid to the Company or discharged from such trust, as provided in
        Section 1003) have been delivered to the Trustee for cancellation; or

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

                      (i) have become due and payable, or

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

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

        and the Company, in the case of (i), (ii) or (iii) above, has deposited
        or caused to be deposited with the Trustee as trust funds in trust for
        the purpose (i) money in an amount, (ii) Government Obligations (as
        defined in Section 1304) which




                                       29
<PAGE>   35

        through the scheduled payment of principal and interest in respect
        thereof in accordance with their terms will provide, not later than the
        due date of any payment, money in an amount, or (iii) a combination
        thereof, sufficient, in the case of (ii) or (iii), in the opinion of a
        nationally recognized firm of independent public accountants expressed
        in a written certification thereof delivered to the Trustee, to pay and
        discharge, and which shall be applied by the Trustee to pay and
        discharge, the entire indebtedness on such Securities not theretofore
        delivered to the Trustee for cancellation, for principal and any premium
        and interest to the date of such deposit (in the case of Securities
        which have become due and payable) or to the Stated Maturity or
        Redemption Date, as the case may be;

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.


SECTION 402. APPLICATION OF TRUST MONEY.

        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                   ARTICLE V.
                                    REMEDIES


SECTION 501. EVENTS OF DEFAULT.

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




                                       30
<PAGE>   36

               (1) default in the payment of any interest upon any Security of
        that series when it becomes due and payable, and continuance of such
        default for a period of 30 days; provided, however, that if the Company
        is permitted by the terms of the Securities of such series to defer the
        payment in question, the date on which such payment is due and payable
        shall be the date on which the Company is required to make payment
        following such deferral, if such deferral has been elected pursuant to
        the terms of the Securities; or

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

               (3) default in the making of any sinking fund payment, when and
        as due by the terms of a Security of that series, and continuance of
        such default for a period of 60 days; or

               (4) default in the performance, or breach, of any covenant of the
        Company in this Indenture (other than a covenant a default in whose
        performance or whose breach is elsewhere in this Section specifically
        dealt with or which has expressly been included in this Indenture solely
        for the benefit of series of Securities other than that series), and
        continuance of such default or breach for a period of 90 days after
        there has been given, by registered or certified mail, to the Company by
        the Trustee or to the Company and the Trustee by the Holders of at least
        25% in principal amount of the Outstanding Securities of that series a
        written notice specifying such default or breach and requiring it to be
        remedied and stating that such notice is a "Notice of Default"
        hereunder, unless the Trustee, or the Trustee and the Holders of a
        principal amount of Securities of such series not less than the
        principal amount of Securities the Holders of which gave such notice, as
        the case may be, shall agree in writing to an extension of such period
        prior to its expiration; provided, however, that the Trustee, or the
        Trustee and the Holders of such principal amount of Securities of such
        series, as the case may be, shall be deemed to have agreed to an
        extension of such period if corrective action is initiated by the
        Company within such period and is being diligently pursued; or

               (5) the entry by a court having jurisdiction in the premises of
        (A) a decree or order for relief in respect of the Company in an
        involuntary case or proceeding under any applicable federal or state
        bankruptcy, insolvency, reorganization or other similar law or (B) a
        decree or order adjudging the Company a bankrupt or insolvent, or
        approving as properly filed a petition seeking reorganization,
        arrangement, adjustment or composition of or in respect of the Company
        under any applicable federal or state law, or appointing a custodian,
        receiver, liquidator, assignee, trustee, sequestrator or other similar
        official of the Company or of any substantial part of its property, or
        ordering the winding-up or liquidation of its affairs, and the
        continuance of any such decree or order for relief or any such other
        decree or order unstayed and in effect for a period of 90 consecutive
        days; or

               (6) the commencement by the Company of a voluntary case or
        proceeding under any applicable federal or state bankruptcy, insolvency,
        reorganization or other similar law or of any other case or proceeding
        to be adjudicated a bankrupt or insolvent,




                                       31
<PAGE>   37

        or the consent by it to the entry of a decree or order for relief in
        respect of the Company in an involuntary case or proceeding under any
        applicable federal or state bankruptcy, insolvency, reorganization or
        other similar law or to the commencement of any bankruptcy or insolvency
        case or proceeding against it, or the filing by it of a petition or
        answer or consent seeking reorganization or relief under any applicable
        federal or state law, or the consent by it to the filing of such
        petition or to the appointment of or taking possession by a custodian,
        receiver, liquidator, assignee, trustee, sequestrator or other similar
        official of the Company or of any substantial part of its property, or
        the making by it of an assignment for the benefit of creditors, or the
        admission by it in writing of its inability to pay its debts generally
        as they become due, or the authorization of any such action by the Board
        of Directors; or

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


SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of such series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

                      (B) (A) all overdue interest on all Securities of that
               series,

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

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




                                       32
<PAGE>   38

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

        and

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

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


SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

        The Company covenants that if

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

               (2) default is made in the payment of the principal of (or
        premium, if any, on) any Security at the Maturity thereof,

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

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

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



                                       33
<PAGE>   39

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

        No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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


SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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




                                       34
<PAGE>   40

               Third: To the payment of the balance, if any, to the Company.


SECTION 507. LIMITATION ON SUITS.

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

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

               (2) the Holders of not less than 25% in principal amount of the
        Outstanding Securities of all affected series, considered as one class,
        or, in the case of an Event of Default of the character specified above
        in Section 501(1), (2) or (3), that series, shall have made written
        request to the Trustee to institute proceedings in respect of such Event
        of Default in its own name as Trustee hereunder;

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

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

               (5) no direction inconsistent with such written request has been
        given to the Trustee during such 60-day period by the Holders of a
        majority in principal amount of the Outstanding Securities of all
        affected series, considered as one class, or, in the case of an Event of
        Default of the character specified above in Section 501(1), (2) or (3),
        that series,

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.


SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
             PREMIUM AND INTEREST.

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




                                       35
<PAGE>   41

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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


SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

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


SECTION 511. DELAY OR OMISSION NOT WAIVER.

        No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein.

        Every right and remedy given by this Article or by law to the Trustee or
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


SECTION 512. CONTROL BY HOLDERS.

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

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

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

               (3) subject to the provisions of Section 601, the Trustee shall
        have the right to decline to follow any such direction if the Trustee in
        good faith shall, by a Responsible




                                       36
<PAGE>   42

        Officer or Officers of the Trustee, determine that the proceeding so
        directed would involve the Trustee in personal liability.

        If an Event of Default is continuing with respect to all Outstanding
Securities, the Holders of a majority in principal amount of all the Outstanding
Securities, considered as one class, shall have the right to make such
direction, and not the Holders of Securities of any one series.


SECTION 513. WAIVER OF PAST DEFAULTS.

        The Holders of not less than a majority in principal amount of the
Outstanding Securities of all series with respect to which any default under the
Indenture shall have occurred and be continuing (voting as one class) may, on
behalf of the Holders of all Securities of all such series, waive such past
default under the Indenture and its consequences, except a default

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

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

        Upon any such waiver, such default shall cease to exist and be deemed
not to have occurred, and any Event of Default arising therefrom shall be deemed
to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.


SECTION 514. UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs, including legal fees and expenses of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in (i) any suit
instituted by the Trustee, (ii) any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or (iii) any suit instituted by any Holder
for the enforcement of the payment of the principal of (or premium, if any) or
interest on any Security on or after the respective Stated Maturities expressed
in such Security (or, in the case of redemption, on or after the Redemption
Date).


SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

        The Company and each of the Security Guarantors covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law wherever enacted, now or at




                                       37
<PAGE>   43

any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company and each of the Security Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.


                                  ARTICLE VI.
                                   THE TRUSTEE


SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

        The duties and responsibilities of the Trustee shall be as provided in
this Indenture and no duties shall be inferred or implied against the Trustee.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


SECTION 602. NOTICE OF DEFAULTS.

        If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.


SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

        Subject to the provisions of Section 601:

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

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

               (3) whenever in the administration of this Indenture the Trustee
        shall deem it desirable that a matter be proved or established prior to
        taking, suffering or omitting any




                                       38
<PAGE>   44

        action hereunder, the Trustee (unless other evidence be herein
        specifically prescribed) may, in the absence of bad faith on its part,
        rely upon an Officer's Certificate;

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

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

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

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

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

               (9) the Trustee shall not be deemed to have notice of any Default
        or Event of Default unless a Responsible Officer of the Trustee has
        actual knowledge thereof or unless written notice of any event which is
        in fact such a default is received by the Trustee at the Corporate Trust
        Office of the Trustee, and such notice references the Securities and
        this Indenture; and

               (10) The rights, privileges, protections, immunities and benefits
        given to the Trustee, including, without limitation, its right to be
        indemnified, are extended to, and shall be enforceable by, the Trustee
        in each of its capacities hereunder, and to each agent, custodian and
        other Person employed to act hereunder.




                                       39
<PAGE>   45

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

        The recitals contained herein and in the Securities and in any Security
Guarantees, except the Trustee's certificates of authentication, shall be taken
as the statements of the Company or the Security Guarantors, as the case may be,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture, of the Securities or of any Security
Guarantees. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


SECTION 605. MAY HOLD SECURITIES.

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


SECTION 606. MONEY HELD IN TRUST.

        Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.


SECTION 607. COMPENSATION AND REIMBURSEMENT.

        The Company agrees:

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

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

               (3) to fully indemnify the Trustee and any 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, willful misconduct
        or bad faith on its part, arising out of or in connection with the
        acceptance or administration of the trust or trusts hereunder, including
        the costs and expenses of defending itself against any claim whether
        asserted by the Company, a Holder or any




                                       40
<PAGE>   46

        other Person or liability in connection with the exercise or performance
        of any of its powers or duties hereunder.

        The Trustee shall have a lien prior to the Securities upon all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 607, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

        Without limiting any rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

        The provisions of this Section shall survive the termination of this
Indenture.


SECTION 608. CONFLICTING INTERESTS.

        If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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


SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

        The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after




                                       41
<PAGE>   47

the giving of such notice of resignation, the resigning Trustee may petition, at
the expense of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

        The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company. Upon such removal, the Company may petition, at its expense, any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

        If at any time:

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

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

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

        If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has




                                       42
<PAGE>   48

been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

        The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

        In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring




                                       43
<PAGE>   49

Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

        Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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


SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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


SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

        The Trustee may appoint an Authenticating Agent or Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by federal or state authority. If such




                                       44
<PAGE>   50

Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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




                                       45
<PAGE>   51

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



                                        Citibank, N.A.,
                                        As Trustee


                                        By:
                                           -------------------------------------
                                                   As Authenticating Agent


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


SECTION 615. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.

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


                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

               (1) 15 days after each Regular Record Date, a list, in such form
        as the Trustee may reasonably require, of the names and addresses of the
        Holders of Securities of each series as of such Regular Record Date, and

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

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




                                       46
<PAGE>   52

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

        Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.


SECTION 703. REPORTS BY TRUSTEE.

        The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
60 days after each May 15 following the date of this Indenture, deliver to
Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

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


SECTION 704. REPORTS BY COMPANY.

        The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission. Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).




                                       47
<PAGE>   53

                                 ARTICLE VIII.
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

        The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

               (1) in case the Company shall consolidate with or merge into
        another Person or convey, transfer or lease its properties and assets
        substantially as an entirety to any Person, the Person formed by such
        consolidation or into which the Company is merged or the Person which
        acquires by conveyance or transfer, or which leases, the properties and
        assets of the Company substantially as an entirety shall be a
        corporation, partnership, limited liability company or trust organized
        and existing under the laws of the United States of America or any State
        thereof or the District of Columbia and shall expressly assume, by an
        indenture supplemental hereto, executed and delivered to the Trustee, in
        form satisfactory to the Trustee, the due and punctual payment of the
        principal of (and premium, if any) and interest on all the Securities
        and the performance of every covenant of this Indenture on the part of
        the Company to be performed or observed;

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

               (3) such other conditions as may be specified pursuant to Section
        301 with respect to the Securities of any series shall have been
        satisfied; and

               (4) the Company shall deliver to the Trustee an Officer's
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger, conveyance or transfer and, if a supplemental
        indenture is required in connection with such transaction, such
        supplemental indenture comply with this Article and that all conditions
        precedent herein provided for relating to such transaction have been
        complied with; and the Trustee, subject to Section 601, may rely upon
        such Officer's Certificate and Opinion of Counsel as conclusive evidence
        that such transaction complies with this Section 801.


SECTION 802. SUCCESSOR SUBSTITUTED.

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




                                       48
<PAGE>   54

        Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor Person thereafter shall cause
to be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

        In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.


                                  ARTICLE IX.
                             SUPPLEMENTAL INDENTURES


SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

        Without the consent of any Holders, the Company, when authorized by a
Board Resolution, any Security Guarantor and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:

               (1) to evidence the succession of another Person to the Company
        or such Security Guarantor and the assumption by any such successor of
        the covenants of the Company or such Security Guarantor herein and in
        the Securities and/or in any Security Guarantee, as the case may be; or

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

               (3) to add any additional Events of Default for the benefit of
        the Holders of all or any series of Securities (and if such additional
        Events of Default are to be for the benefit of less than all series of
        Securities, stating that such additional Events of Default are expressly
        being included solely for the benefit of such series); or

               (4) to add to or change any of the provisions of this Indenture
        to such extent as shall be necessary to permit or facilitate the
        issuance of Securities in bearer form,




                                       49
<PAGE>   55

        registrable or not registrable as to principal, and with or without
        interest coupons, or to facilitate the issuance of Securities in
        uncertificated form; or

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

               (6) to provide for additional Security Guarantees; or

               (7) to secure the Securities or any Security Guarantee; or

               (8) to establish the form or terms of Securities of any series
        (including any applicable Security Guarantee) as permitted by Sections
        201 and 301 or to establish the form or term of any Security Guarantee;
        or

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

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


SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

        With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of all series affected by such supplemental
indenture (voting as one class), by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, the
Security Guarantors and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture, or modifying in any manner the rights of the Holders of
Securities under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

               (1) change the Stated Maturity of the principal of, or any
        installment of principal of or interest on, any Security (other than
        pursuant to the terms of such Security), or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable upon the
        redemption thereof, or reduce the amount of the principal of an Original
        Issue Discount Security or any other Security which would be due and




                                       50
<PAGE>   56

        payable upon a declaration of acceleration of the Maturity thereof
        pursuant to Section 502 or change the coin or currency in which any
        Security or any premium or interest thereon is payable, or impair the
        right to institute suit for the enforcement of any such payment on or
        after the Stated Maturity thereof (or, in the case of redemption, on or
        after the Redemption Date), or

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

               (3) modify any of the provisions of this Section, Section 513 or
        Section 1006, except to increase any such percentage or to provide that
        certain other provisions of this Indenture cannot be modified or waived
        without the consent of the Holder of each Outstanding Security affected
        thereby; provided, however, that this clause shall not be deemed to
        require the consent of any Holder with respect to changes in the
        references to "the Trustee" and concomitant changes in this Section and
        Section 1006, or the deletion of this proviso, in accordance with the
        requirements of Sections 611 and 901(9).

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

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


SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

        In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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




                                       51
<PAGE>   57

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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


SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

        Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                   ARTICLE X.
                                    COVENANTS


SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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


SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

        The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.




                                       52
<PAGE>   58

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

        The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) hold all sums held by it for
the payment of the principal of (and premium, if any) or interest on Securities
in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as herein provided, (2) give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any payment of principal (and premium, if any) or
interest, (3) comply with the provisions of the Trust Indenture Act applicable
to it as a Paying Agent and (4) during the continuance of any default by the
Company (or any other obligor upon the Securities of that series) in the making
of any payment in respect of the Securities of that series, upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by
such- Paying Agent for payment in respect of the Securities of that series.

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

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the




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<PAGE>   59

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


SECTION 1004. CORPORATE EXISTENCE.

        Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises.


SECTION 1005. STATEMENT BY OFFICERS AS TO DEFAULT.

        The Company will deliver to the Trustee, on or before October 15 of each
calendar year or on or before such other day in each calendar year as the
Company and the Trustee may from time to time agree upon, an Officer's
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

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


SECTION 1006. WAIVER OF CERTAIN COVENANTS.

        Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(8) for the benefit of the Holders of such series if before the
time for such compliance the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.




                                       54
<PAGE>   60

                                  ARTICLE XI.
                            REDEMPTION OF SECURITIES


SECTION 1101. APPLICABILITY OF ARTICLE.

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


SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

        The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
301 for such Securities. In case of any redemption at the election of the
Company, the Company shall, at least 45 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (A) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (B) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officer's Certificate evidencing compliance with such restriction or
condition.


SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

        If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series; provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

        The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

        For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to




                                       55
<PAGE>   61

be redeemed only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.


SECTION 1104. NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

        All notices of redemption shall identify the Securities to be redeemed
(including CUSIP number(s)) and shall state:

               (1) the Redemption Date;

               (2) the Redemption Price;

               (3) if less than all the Outstanding Securities of any series and
        of a specified tenor consisting of more than a single Security are to be
        redeemed, the identification (and, in the case of partial redemption of
        any such Securities, the principal amounts) of the particular Securities
        to be redeemed and, if less than all the Outstanding Securities of any
        series and of a specified tenor consisting of a single Security are to
        be redeemed, the principal amount of the particular Security to be
        redeemed;

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

               (5) the place or places where each such Security is to be
        surrendered for payment of the Redemption Price and accrued interest, if
        any, unless it shall have been specified as contemplated by Section 301
        with respect to such Securities that such surrender shall not be
        required;

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

               (7) such other matters as the Company shall deem desirable or
        appropriate.

        Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any redemption of Securities at the election
of the Company, unless, upon the giving of notice of such redemption, Defeasance
shall have been effected with respect to such Securities pursuant to Section
1302, such notice may state that such redemption shall be conditional upon the
receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior
to the date fixed for such redemption, of money sufficient to pay the principal
of and any premium and interest on such Securities and that if such money shall
not have been so received such notice shall be of no force or effect and the
Company shall not be required to redeem such




                                       56
<PAGE>   62

Securities. In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made
and within a reasonable time thereafter notice shall be given, in the manner in
which the notice of redemption was given, that such money was not so received
and such redemption was not required to be made, and the Trustee or Paying
Agent(s) for the Securities otherwise to have been redeemed shall promptly
return to the Holders thereof any of such Securities which had been surrendered
for payment upon such redemption.

        Notice of redemption of Securities to be redeemed at the election of the
Company, and any notice of non-satisfaction of redemption as aforesaid, shall be
given by the Company or, at the Company's request, by the Trustee in the name
and at the expense of the Company. Subject to the preceding paragraph, any such
notice of redemption shall be irrevocable.


SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

        On or prior to the Redemption Date specified in the notice of redemption
given as provided in Section 1104, the Company will deposit with the Trustee or
with one or more Paying Agents (or if the Company is acting as its own Paying
Agent, the Company will segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of; and any accrued
interest on, all the Securities which are to be redeemed on that date.


SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

        Notice of redemption having been given as aforesaid, and the conditions,
if any, set forth in such notice having been satisfied, the Securities or
portions thereof so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless, in the case of an unconditional notice of redemption, the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Securities or portions thereof, if interest-bearing, shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security or portion thereof shall be paid by the Company at
the Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that no such surrender shall be a condition to such
payment if so specified as contemplated by Section 301 with respect to such
Security, and provided further that, unless otherwise specified as contemplated
by Section 301, installments of interest whose Stated Maturity is on or prior to
the Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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


SECTION 1107. SECURITIES REDEEMED IN PART.

        Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a




                                       57
<PAGE>   63

written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                  ARTICLE XII.
                                  SINKING FUNDS


SECTION 1201. APPLICABILITY OF ARTICLE.

        The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

        The minimum amount of any sinking fund payment provided for by the terms
of any Securities 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
such Securities is herein referred to as an "optional sinking fund payment." If
provided for by the terms of any Securities, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities as provided for by
the terms of such Securities.


SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

        The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.


SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

        Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officer's Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited and will also deliver to the Trustee any
Securities to be so delivered. Not less than 30 days prior to




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<PAGE>   64

each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 1104.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1105 and 1106.


                                 ARTICLE XIII.
                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301. APPLICABILITY OF ARTICLE.

        Unless, pursuant to Section 301, provision is made that either or both
of (A) defeasance of any Securities or any series of Securities under Section
1302 and (B) covenant defeasance of any Securities or any series of Securities
under Section 1303 shall not apply to such Securities of a series, then the
provisions of either or both of Sections 1302 and Section 1303, as the case may
be, together with Sections 1304 and 1305, shall be applicable to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article.


SECTION 1302. DEFEASANCE AND DISCHARGE.

        The Company may cause itself to be discharged from its obligations with
respect to any Securities or any series of Securities on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all its other obligations under such Securities
and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the
same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more fully
set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 1002
and 1003 and with respect to the Trustee under Section 607, (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article. Subject to compliance with this Article, Defeasance with respect to any
Securities or any series of Securities by the Company is permitted under this
Section 1302 notwithstanding the prior exercise by the Company of its rights
under Section 1303 with respect to such Securities. Following a Defeasance,
payment of such Securities may not be accelerated because of an Event of
Default.


SECTION 1303. COVENANT DEFEASANCE.

        The Company may cause itself to be released from its obligations under
any covenants provided pursuant to Section 301(19), 901(2), 901(7) or 901(8)
with respect to any Securities or any series of Securities for the benefit of
the Holders of such Securities and the occurrence of any event specified in
Sections 501(4) (with respect to any such covenants provided pursuant to Section
301(19), 901(2), 901(7) or 901(8)) or 501(7) shall be deemed not to be or result
in an




                                       59
<PAGE>   65

Event of Default with respect to such Securities as provided in this Section, in
each case on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

               (1) The Company shall irrevocably have deposited or caused to be
        deposited with the Trustee as trust funds in trust for the purpose of
        making the following payments, specifically pledged as security for, and
        dedicated solely to, the benefit of the Holders of such Securities, (A)
        money in an amount, or (B) Government Obligations which through the
        scheduled payment of principal and interest in respect thereof in
        accordance with their terms will provide, not later than the due date of
        any payment, money in an amount, or (C) a combination thereof,
        sufficient, in the case of (B) or (C), in the opinion of a nationally
        recognized firm of independent public accountants expressed in a written
        certification thereof delivered to the Trustee, to pay and discharge,
        and which shall be applied by the Trustee to pay and discharge, the
        principal of and any premium and interest on such Securities on the
        respective Stated Maturities or on any Redemption Date established
        pursuant to Clause (3) below, in accordance with the terms of this
        Indenture and such Securities. As used herein, "Government Obligation"
        means (x) any security which is (i) a direct obligation of the United
        States of America or the government which issued the foreign currency in
        which such Securities are payable, for the payment of which its full
        faith and credit is pledged or (ii) an obligation of a Person controlled
        or supervised by and acting as an agency or instrumentality of the
        United States of America or such government which issued the foreign
        currency in which such Securities are payable, the payment of which is
        unconditionally guaranteed as a full faith and credit obligation by the
        United States of America or such other government, which, in either case
        (i) or (ii), is not callable or redeemable at the option of the issuer
        thereof, and (y) any depositary receipt issued by a bank (as defined in
        Section 3(a)(2) of the Securities Act) as custodian with respect to any
        Government Obligation which is specified in clause (x) above and held by
        such bank for the account of the holder of such depositary receipt, or
        with respect to any specific payment of principal of or interest on any
        Government Obligation which is so specified and held, provided that
        (except as required by law) such custodian is not authorized to make any
        deduction from the amount payable to the holder of such depositary
        receipt from any amount received by the custodian in respect of the
        Government Obligation or the specific payment of principal or interest
        evidenced by such depositary receipt.




                                       60
<PAGE>   66

               (2) No event which is, or after notice or lapse of time or both
        would become, an Event of Default with respect to such Securities or any
        other Securities shall have occurred and be continuing at the time of
        such deposit or, with regard to any such event specified in Sections
        501(5) and (6), at any time on or prior to the 90th day after the date
        of such deposit (it being understood that this condition shall not be
        deemed satisfied until after such 90th day).

               (3) If the Securities are to be redeemed prior to Stated Maturity
        (other than from mandatory sinking fund payments or analogous payments),
        notice of such redemption shall have been duly given pursuant to this
        Indenture or provision therefor satisfactory to the Trustee shall have
        been made.

               (4) The Company shall have delivered to the Trustee an Officer's
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent with respect to such Defeasance or Covenant Defeasance have
        been complied with.


SECTION 1305. DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
              MISCELLANEOUS PROVISIONS.

        Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee pursuant to Section 1304 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal and any premium and interest, but
money so held in trust need not be segregated from other funds except to the
extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1304 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

        Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.



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<PAGE>   67

                                  ARTICLE XIV.
                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS


SECTION 1401. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

        No recourse for the payment of the principal of or any premium or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.

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


                                  ARTICLE XV.
                               SECURITY GUARANTEES


SECTION 1501.  SECURITY GUARANTEES.

        Any series of Securities may be the subject of Security Guarantees.
Security Guarantees will be created or added to any series of Securities by the
execution of a supplemental indenture, as described in Article Nine hereof, by
the applicable Security Guarantor(s), the Company and the Trustee. The terms of
any such Security Guarantee will be set forth in such supplemental indenture for
that particular series of Securities.


                            (Signature page follows)




                                       62
<PAGE>   68

        In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.


                                             BECKMAN COULTER, INC.


                                             By: /s/ AMIN I. KHALIFA
                                                --------------------------------
                                             Name:   Amin I. Khalifa
                                             Title:  Vice President, Finance and
                                                     Chief Financial Officer
Attest:


By: /s/ JACK E. SOROKIN
   ------------------------------
Name:   Jack E. Sorokin
Title:  Assistant General Counsel

                                             Citibank, N.A.,
                                             as Trustee


                                             By: /s/ DONNA MARIE WHITE
                                                ------------------------------
                                                     Authorized Signatory

Attest:


By: /s/ JENNY CHENG
   ------------------------------
Name:   Jenny Cheng
Title:  Vice President




                                       63