<PAGE>   1
                                                                     Exhibit 4.3








                                    INDENTURE

                        Dated as of __________ __, 200__

                                      among

                           King Pharmaceuticals, Inc.
                                    as Issuer

                                       and

                          ----------------------------,

                                   as Trustee




<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
                                                                1004

         (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.

                                        2


<PAGE>   3




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
PARTIES..................................................................     1
RECITALS OF THE COMPANY..................................................     7

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.
         Definitions......................................................    7
         Act..............................................................    7
         Affiliate........................................................    7
         Attributable Debt................................................    8
         Authenticating Agent.............................................    8
         Board of Directors...............................................    8
         Board Resolution.................................................    8
         Business Day.....................................................    8
         Commission.......................................................    8
         Company..........................................................    8
         Company Request" or "Company Order...............................    8
         Composite Rate...................................................    8
         Consolidated Net Tangible Assets.................................    9
         Corporate Trust Office...........................................    9
         Corporation......................................................    9
         Covenant Defeasance..............................................    9
         Defaulted Interest...............................................    9
         Defeasance.......................................................    9
         Depositary.......................................................    9
         Event of Default.................................................    9
         Exchange Act.....................................................    9
         Expiration Date..................................................    9
         Funded Debt......................................................    9
         Global Security..................................................    9
         Holder...........................................................    9
         Indenture........................................................    9
         Interest.........................................................    9
         Interest Payment Date............................................    9
         Investment Company Act...........................................    9
         Maturity.........................................................   10
         Notice of Default................................................   10
         Officers' Certificate............................................   10
         Opinion of Counsel...............................................   10
         Original Issue Discount Security.................................   10
         Outstanding......................................................   10
         Paying Agent.....................................................   11
         Person...........................................................   11
         Place of Payment.................................................   11
         Predecessor Security.............................................   11
         Principal Manufacturing Property.................................   11
         Principal Subsidiary.............................................   11
         Redemption Date..................................................   11
         Redemption Price.................................................   11
         Regular Record Date..............................................   11
         Responsible Officer..............................................   11
         Securities.......................................................   11
         Securities Act...................................................   11
         Security Register" and "Security Registrar.......................   11
         Special Record Date..............................................   12
         Stated Maturity..................................................   12
</TABLE>


                                       3
<PAGE>   4
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
         Subsidiary.......................................................   12
         Trust Indenture Act..............................................   12
         Trustee..........................................................   12
         U.S. Government Obligation.......................................   12
         Vice President...................................................   12

SECTION 102.  Compliance Certificates and Opinions........................   12
SECTION 103.  Form of Documents Delivered to Trustee......................   13
SECTION 104.  Acts of Holders; Record Dates...............................   13
SECTION 105.  Notices, Etc., to Trustee and Company.......................   15
SECTION 106.  Notice to Holders; Waiver...................................   15
SECTION 107.  Conflict with Trust Indenture Act...........................   15
SECTION 108.  Effect of Headings and Table of Contents....................   15
SECTION 109.  Successors and Assigns......................................   15
SECTION 110.  Separability Clause.........................................   15
SECTION 111.  Benefits of Indenture.......................................   16
SECTION 112.  Governing Law...............................................   16
SECTION 113.  Legal Holidays..............................................   16


                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.  Forms Generally............................................    16
SECTION 202.  Form of Face of Security...................................    16
SECTION 203.  Form of Reverse of Security................................    18
SECTION 204.  Form of Legend for Global Securities.......................    20
SECTION 205.  Form of Trustee's Certificate of Authentication............    21


                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.......................    21
SECTION 302.  Denominations..............................................    23
SECTION 303.  Execution, Authentication, Delivery and Dating.............    23
SECTION 304.  Temporary Securities.......................................    24
SECTION 305.  Registration, Registration of Transfer and Exchange........    25
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities...........    26
SECTION 307.  Payment of Interest; Interest Rights Preserved.............    27
SECTION 308.  Persons Deemed Owners......................................    27
SECTION 309.  Cancellation...............................................    28
SECTION 310.  Computation of Interest....................................    28
SECTION 311.  CUSIP Numbers..............................................    28


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture....................    28
SECTION 402.  Application of Trust Money.................................    29


                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501.  Events of Default..........................................    29
SECTION 502.  Acceleration of Maturity; Rescission and Annulment.........    30
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee.................................................    31
SECTION 504.  Trustee May File Proofs of Claim...........................    31
SECTION 505.  Trustee May Enforce Claims Without Possession of
                 Securities..............................................    32
</TABLE>



                                       4
<PAGE>   5

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
SECTION 506.  Application of Money Collected.............................    32
SECTION 507.  Limitation on Suits........................................    32
SECTION 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest....................................    33
SECTION 509.  Restoration of Rights and Remedies.........................    33
SECTION 510.  Rights and Remedies Cumulative.............................    33
SECTION 511.  Delay or Omission Not Waiver...............................    33
SECTION 512.  Control by Holders.........................................    33
SECTION 513.  Waiver of Past Defaults....................................    34
SECTION 514.  Undertaking for Costs......................................    34
SECTION 515.  Waiver of Usury, Stay or Extension Laws....................    34


                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities........................    34
SECTION 602.  Notice of Defaults.........................................    34
SECTION 603.  Certain Rights of Trustee..................................    35
SECTION 604.  Not Responsible for Recitals or Issuance of
                 Securities..............................................    36
SECTION 605.  May Hold Securities........................................    36
SECTION 606.  Money Held in Trust........................................    36
SECTION 607.  Compensation and Reimbursement.............................    36
SECTION 608.  Conflicting Interests......................................    36
SECTION 609.  Corporate Trustee Required; Eligibility....................    37
SECTION 610.  Resignation and Removal; Appointment of Successor..........    37
SECTION 611.  Acceptance of Appointment by Successor.....................    38
SECTION 612.  Merger, Conversion, Consolidation or Succession to
                 Business................................................    39
SECTION 613.  Preferential Collection of Claims Against Company..........    39
SECTION 614.  Appointment of Authenticating Agent........................    39


                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses of
                 Holders.................................................    40
SECTION 702.  Preservation of Information; Communications to Holders.....    41
SECTION 703.  Reports by Trustee.........................................    41
SECTION 704.  Reports by Company.........................................    41

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.......    41
SECTION 802.  Successor Substituted......................................    42


                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.........    42
SECTION 902.  Supplemental Indentures With Consent of Holders............    43
SECTION 903.  Execution of Supplemental Indentures.......................    44
SECTION 904.  Effect of Supplemental Indentures..........................    44
SECTION 905.  Conformity with Trust Indenture Act........................    44
SECTION 906.  Reference in Securities to Supplemental Indentures.........    44
</TABLE>




                                       5
<PAGE>   6

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest................    44
SECTION 1002.  Maintenance of Office or Agency...........................    45
SECTION 1003.  Money for Securities Payments to Be Held in Trust.........    45
SECTION 1004.  Statement by Officers as to Default.......................    46
SECTION 1005.  Existence.................................................    46
SECTION 1006.  Maintenance of Properties.................................    46
SECTION 1007.  Payment of Taxes and Other Claims.........................    46
SECTION 1008.  Restrictions on Liens.....................................    46
SECTION 1009.  Restrictions on Sales and Leasebacks......................    47
SECTION 1010.  Waiver of Certain Covenants...............................    48


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article..................................    48
SECTION 1102.  Election to Redeem; Notice to Trustee.....................    48
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.........    48
SECTION 1104.  Notice of Redemption......................................    49
SECTION 1105.  Deposit of Redemption Price...............................    49
SECTION 1106.  Securities Payable on Redemption Date.....................    49
SECTION 1107.  Securities Redeemed in Part...............................    50


                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201.  Applicability of Article..................................    50
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.....    50
SECTION 1203.  Redemption of Securities for Sinking Fund.................    50


                                ARTICLE THIRTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or Covenant
                   Defeasance............................................    51
SECTION 1302.  Defeasance and Discharge..................................    51
SECTION 1303.  Covenant Defeasance.......................................    51
SECTION 1304.  Conditions to Defeasance or Covenant Defeasance...........    52
SECTION 1305.  Deposited Money and U.S. Government Obligations to Be
                   Held in Trust; Miscellaneous Provisions...............    53
SECTION 1306.  Reinstatement.............................................    54

                                ARTICLE FOURTEEN
                            CONVERSION OF SECURITIES

SECTION 1401.  Definitions...............................................    55
SECTION 1402.  Conversion Privilege and Conversion Rate..................    55
SECTION 1403.  Exercise of Conversion Privilege..........................    56
SECTION 1404.  Fractions of Shares of Common Stock.......................    57
SECTION 1405.  Adjustment of Conversion Rate.............................    57
SECTION 1406.  Notice of Adjustments of Conversion Rate..................    61
SECTION 1407.  Notice of Certain Corporate Action........................    61
SECTION 1408.  Company to Reserve Common Stock...........................    62
SECTION 1409.  Taxes on Conversions......................................    62
SECTION 1410.  Covenant as to Common Stock...............................    62
SECTION 1411.  Cancellation of Converted Securities......................    62
SECTION 1412.  Provision in Case of Consolidation, Merger or Conveyance
                   of Assets.............................................    62
SECTION 1413.  Responsibility of Trustee for Conversion Provisions.......    63

TESTIMONIUM..............................................................
SIGNATURES...............................................................
</TABLE>

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

                                       6
<PAGE>   7






      INDENTURE, dated as of __________, 200__ between King Pharmaceuticals,
Inc., a corporation duly organized and existing under the laws of the State of
Tennessee (herein called the "Company"), having its principal office at 501
Fifth Street, Bristol, Tennessee 37620, and ____________________, a
___________________ banking corporation duly organized and existing under the
laws of the State of _______________, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.  Definitions.

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

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

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

         (3) all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with 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--at the date of this
         instrument--at the date of such computation;

         (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 sub division.

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

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect



                                       7
<PAGE>   8

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.

         "Attributable Debt", when used in connection with a sale and leaseback
transaction (as defined in Section 1009 hereinafter), shall mean, as of any
particular time, the lesser of (a) the fair value (as determined by the Board of
Directors) of the property subject to such arrangement and (b) the then present
value (computed by discounting at the Composite Rate) of the obligation of a
lessee for net rental payments during the remaining term of any lease in respect
of such property (including any period for which such lease has been extended or
may, at the option of the lessor, be extended). The term "net rental payments"
under any lease for any period shall mean the sum of the rental payments
required to be paid in such period by the lessee thereunder, not including,
however, any amounts required to be paid by such lessee (whether or not
designated as rental or additional rental) on account of maintenance and
repairs, insurance, taxes, assessments, water rates or similar charges required
to be paid by such lessee thereunder or any amounts required to be paid by such
lessee thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges.

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

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

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

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

         "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 its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Composite Rate" means, as of any particular time, the rate of
interest,Per annum, compounded semiannually, equal to the sum of the rates of
interest borne by each series of the Securities Outstanding under this Indenture
(as specified on the face of each of the Securities, provided, that in the case
of Securities with variable rates of interest, the interest rate to be used in
calculating the Composite Rate shall be the interest rate applicable to such
Securities at the beginning of the most recent period for which the interest
rate was determined for such Securities in accordance with the terms thereof and
provided, further, that, in the case of Securities which do not bear interest,
the interest rate to be used in calculating the Composite Rate shall be a rate
equal to the yield to Maturity on such Securities, calculated at the time of
issuance of such Securities) multiplied, in the case of each of the Securities,
by the percentage of the



                                       8
<PAGE>   9

aggregate principal amount of all of the Securities then Outstanding represented
by such Security.

         "Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof constituting Funded
Debt by reason of being renewable or extendible) and (b) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent balance sheet of the Company
and its consolidated subsidiaries and computed in accordance with generally
accepted accounting principles.

         "Corporate Trust Office" means the principal office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business shall be administered.

         "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.

         "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.

         "Funded Debt" means all indebtedness for money borrowed having a
maturity of 12 months or more from the date as of which the amount thereof is to
be determined or having a maturity of less than 12 months but by its terms being
renewable or extendible beyond 12 months from such date at the option of the
borrower.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

         "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 instalment 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.



                                       9
<PAGE>   10

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an instalment 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) or 501(5).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 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, and who shall be acceptable to the Trustee.

         "Original Issue Discount Security" means any Security which provides
for in 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 cancelled by the Trustee or delivered to the
Trustee for cancellation;

         (2) Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent(other
than the Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities; 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 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 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,



                                       10
<PAGE>   11

direction, notice, consent, waiver or other action, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

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

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

         "Principal Manufacturing Property" means any building, structure or
other facility, together with the land upon which it is erected and fixtures
comprising a part thereof, used primarily for manufacturing or processing, owned
or leased by the Company or any Principal Subsidiary, other than any such
building, structure or other facility or portion thereof which, in the opinion
of the Board of Directors, is not of material importance to the total business
conducted by the Company and its Subsidiaries as an entirety.

         "Principal Subsidiary" means Monarch Pharmaceuticals, Inc., Parkedale
Pharmaceuticals, Inc., and King Pharmaceuticals of Nevada, Inc.

          "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
officer within the corporate trust department of the Trustee, including any vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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



                                       11
<PAGE>   12

         "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
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more Subsidiaries, or by the Company and one or more other Subsidiaries. For
the purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

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

         "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.

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

         "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".

SECTION 102.  Compliance Certificates and Opinions.

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

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates provided for
in Section 1004) shall include,

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

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

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

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



                                       12
<PAGE>   13

SECTION 103.  Form of Documents Delivered to Trustee.

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

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

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

SECTION 104.  Acts of Holders; Record Dates.

         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 his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

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

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

         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



                                       13
<PAGE>   14

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 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 cancelled 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, 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 cancelled 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 such record date, the proposed action by Holders and the applicable
Expiration Date to be given 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 dates 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.



                                       14
<PAGE>   15

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

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

         (1) the Trustee by any Holder or by the Company shall be sufficient for
         every purpose hereunder if made, given, furnished or filed in writing
         to or with the Trustee at its Corporate Trust Office, Attention:
         Corporate Trust Administration, or

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

SECTION 106.  Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

SECTION 107.  Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act 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 shall
bind its successors and assigns, whether so expressed or not.

SECTION 110.  Separability Clause.

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



                                       15
<PAGE>   16

SECTION 111.  Benefits of Indenture.

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

SECTION 112.  Governing Law.

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

SECTION 113.  Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of 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 at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.  Forms Generally.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or 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 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.

SECTION 202.  Form of Face of Security.

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


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

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


No.                                                               $
   ---------------                                                 -------------


                                                                 CUSIP No.

         King Pharmaceuticals, Inc., a corporation duly organized and existing
under the laws of Tennessee (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to



                                       16
<PAGE>   17
pay to _____________________, or registered assigns, the principal sum of
______________________ Dollars on ____________________________ [if the Security
is to bear interest prior to Maturity, insert _______, and to pay interest
thereon from ________________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually 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 instalment 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 ....... or .......
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor 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 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 ............, 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].

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

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

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

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





                                       17
<PAGE>   18

                                      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 an Indenture, dated as of ........................ (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and [......................], 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, limitations of rights, duties and immunities thereunder
of the Company, the Trustee[, the holders of Senior Debt] 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 $..............].

         [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 .........., 20..], 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,

                  Redemption                                  Redemption
Year                 Price              Year                     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 instalments 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
                          For Redemption                 Redemption Price For
                         Through Operation               Redemption Otherwise
                              of the                    Than Through Operation
Year                       Sinking Fund                   of the Sinking Fund
----                     -----------------              ----------------------








                                       18
<PAGE>   19



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 instalments 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 -- 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 paragraph regarding subordination of the
Security.]

         [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 applicable, insert -- The Indenture contains provisions for the
conversion of [this Security] into the Common Stock of the Company 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 Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive



                                       19
<PAGE>   20

compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor 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 satisfactory to
it, 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
his series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

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

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

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

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

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:



                                       20
<PAGE>   21

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 certificates of authentication shall be in substantially
the following form:

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

Dated:                          _______________________,
                                as Trustee



                                By.........................................
                                              Authorized Signatory



                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

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

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

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

         (2) any limit upon the aggregate principal amount of the Securities of
         the series which may be authenticated and delivered under this
         Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder)
         (including any provision for the offering of additional Securities of
         the series beyond any such limit upon the aggregate principal amount of
         Securities of such series);

         (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;

         (5) the rate or rates at which any Securities of the series shall bear
         interest, if any, the date or dates from which any such interest shall
         accrue, the Interest



                                       21
<PAGE>   22

         Payment Dates on which any such interest shall be payable and the
         Regular Record Date for any such interest payable on any Interest
         Payment Date;

         (6) the place or places where the principal of and any premium and
         interest on any Securities of the series shall be payable;

         (7) the period or periods within 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;

         (8) the obligation, if any, of the Company to redeem or purchase any
         Securities of the series pursuant to any sinking 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;

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

         (10) 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;

         (11) 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;

         (12) 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);

         (13) 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;

         (14) 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);

         (15) if applicable, that the Securities of the Series, in whole or in
         specified part, shall be convertible pursuant to Article Fourteen;

         (16) if applicable, that the Securities of the series, in whole or any
         specified part, shall be defeasible pursuant to Section 1302 or Section
         1303 or both such Sections and, if other than by a Board Resolution,
         the manner in which any election by the Company to defease such
         Securities shall be evidenced;

         (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 Depositaries for such Global Securities,
         the form of any legend or



                                       22
<PAGE>   23

         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 to or change in the Events of Default which applies
         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 (19) any other terms
         of the series (which terms shall not be inconsistent with the
         provisions of this Indenture, except as permitted by Section 901(5)).

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

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

SECTION 302.  Denominations.

         The Securities of each series shall be issuable only in 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 Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal or a facsimile thereof reproduced
thereon 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. 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
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

         (1) if the form of such Securities has been established by or pursuant
         to Board



                                       23
<PAGE>   24

         Resolution as permitted by Section 201, that such form has been
         established in conformity with the provisions of this Indenture;

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

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

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

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
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.

         Each Security shall be dated the date of its authentication.

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

SECTION 304.  Temporary Securities.

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

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



                                       24
<PAGE>   25

all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.

SECTION 305.  Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The 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 or exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

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

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, 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 under Section 1103 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



                                       25
<PAGE>   26

         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 (i) has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or (ii) has ceased to be a clearing
         agency registered under the Exchange Act, (B) there shall have occurred
         and be continuing an Event of Default with respect to such Global
         Security 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.

         (3) Subject to Clause (2) above, any exchange of a Global Security for
         other Securities may be made in whole or in part, and all Securities
         issued in exchange for 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 1107 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.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restriction on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

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

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

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

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

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

         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.



                                       26
<PAGE>   27

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

SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

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

         (1) The Company may elect to make payment of any Defaulted Interest to
         the Persons in whose names the Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security of such series and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit prior to the
         date of the proposed payment, such money when deposited to be held in
         trust for the benefit of the Persons entitled to such Defaulted
         Interest as 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 on which such
         Securities may be listed, and upon such notice as may be required by
         such exchange, if, after notice given by the Company to the Trustee of
         the proposed payment pursuant to this Clause, such manner of payment
         shall be deemed practicable by the Trustee.

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

         Any Security surrendered for conversion during a Record Date Period (as
defined in Article Fourteen) (except Securities called for redemption on a
Redemption Date or to be repurchased on a Repurchase Date during, in each case,
such period) must be accompanied by payment of an amount equal to the interest
payable on the Interest Payment Date relating to such Record Date Period on the
principal amount of such Securities being surrendered for conversion, and the
interest payable in respect of such Security on such Interest Payment Date shall
be paid to the Holder of such Security as of the Regular Record Date relating to
such Record Date Period. The interest payable on such Interest Payment Date with
respect to any Security which has been called for redemption on a Redemption
Date, or is repurchaseable on a Repurchase Date, occurring, in either case,
during such Record Date Period, which Security is surrendered for conversion
during such Record Date Period, shall be paid to the Holder of such
Security being converted in an amount equal to the interest that would have been
payable on such Security if such Security had been converted as of the close of
business on such Interest Payment Date. Interest payable in respect of any
Security surrendered for conversion on or after an Interest Payment Date shall
be paid to the Holder of such Security as of the next preceding Regular Record
Date, notwithstanding the exercise of the right of conversion.

SECTION 308.  Persons Deemed Owners.

         Prior to due presentment of a Security for registration of transfer,
the Company,



                                       27
<PAGE>   28

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.

SECTION 309.  Cancellation.

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

SECTION 311.  CUSIP Numbers.

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

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

      (1)   either

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



                                       28
<PAGE>   29

                  (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 money in an amount sufficient to pay and discharge the
         entire indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal and any premium and interest to
         the date of such deposit (in the case of Securities which have become
         due and payable) or to the Stated Maturity or Redemption Date, as the
         case may be;

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

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

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee 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.

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 FIVE
                                    REMEDIES

SECTION 501.  Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

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

         (4) default in the performance, or breach, of any covenant or warranty
         of the



                                       29
<PAGE>   30

         Company in this Indenture (other than a covenant or warranty a default
         in whose performance or whose breach is elsewhere in this Section
         specifically dealt with or which has expressly been included in this
         Indenture solely for the benefit of series of Securities other than
         that series), and continuance of such default or breach for a period of
         60 days after there has been given, by registered or certified mail, to
         the Company by the Trustee or to the Company and the Trustee by the
         Holders of at least 10% in principal amount of the Outstanding
         Securities of that series a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

         (5) the entry by a court having jurisdiction in the premises of (A) a
         decree or order for relief in respect of the Company in an involuntary
         case or proceeding under any applicable Federal or State bankruptcy,
         insolvency, reorganization or other similar law or (B) a decree or
         order adjudging the Company 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 60 consecutive days; or

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

         (7) 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 (other than an Event of Default specified in
Section 501(5) or 501(6)) 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. If an Event of Default specified in Section 501(5)
or 501 (6) with respect to Securities of any series at the time Outstanding
occurs, 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) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, 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



                                       30
<PAGE>   31

due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

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

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

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

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

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

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

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

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

SECTION 504.  Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the



                                       31
<PAGE>   32

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

SECTION 506.  Application of Money Collected.

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

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

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

         THIRD: To the payment of the remainder, 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 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;



                                       32
<PAGE>   33

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

         (5) no direction inconsistent with such written request has been given
         to the Trustee during such 60-day period by the Holders of a majority
         in principal amount of the Outstanding Securities of that series; it
         being understood and intended that no one or more of such Holders shall
         have any right in any manner whatever by virtue of, or by availing of,
         any provision of this Indenture to affect, 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.

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, and



                                       33
<PAGE>   34

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

SECTION 513.  Waiver of Past Defaults.

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

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

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

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

SECTION 514.  Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs 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 any suit instituted by the Company or the Trustee.

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

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601.  Certain Duties and Responsibilities.

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

SECTION 602.  Notice of Defaults.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as



                                       34
<PAGE>   35

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

         (2) any request or direction of the Company mentioned herein shall be
         sufficiently evidenced by a Company Request or Company Order, and any
         resolution of the Board of Directors 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 action hereunder, the Trustee (unless
         other evidence be herein specifically prescribed) may, in the absence
         of bad faith on its part, rely upon an Officers' Certificate;

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

         (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 to examine the 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



                                       35
<PAGE>   36

         (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.

SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. 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 with the Company.

SECTION 607.  Compensation and Reimbursement.

         The Company agrees

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

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

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

         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 or a trustee under the Indenture, dated as of
____________, between the Company and the Trustee.



                                       36
<PAGE>   37

SECTION 609.  Corporate Trustee Required; Eligibility.

         There shall at all times be one (and only one) 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 and has its Corporate Trust
Office in New York City. 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 the giving of such
notice of resignation, the resigning Trustee may, at the expense of the Company,
petition 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.

      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



                                       37
<PAGE>   38

there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         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,



                                       38
<PAGE>   39

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

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

SECTION 614.  Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or


                                       39
<PAGE>   40

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee 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 Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

         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 or in lieu of the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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

                                        ......................................,
                                                                     As Trustee

                                     By .......................................

                                                        As Authenticating Agent

                                     By .......................................

                                                           Authorized Signatory

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

         (1) semi-annually, not later than June 30 and December 31 in each year,
         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
         the preceding June 15 or December 15, as the case may be, 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;



                                       40
<PAGE>   41

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

SECTION 702.  Preservation of Information; Communications to Holders.

         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.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than May 15 in each calendar year,
commencing in 2002.

         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 notify the Trustee when any Securities are listed on any stock exchange or
are delisted from any stock exchange.

SECTION 704.  Reports by Company.

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

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
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 expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form satisfactory to the Trustee, the due and punctual
         payment of the principal of and any premium and interest on all the



                                       41
<PAGE>   42

         Securities and the performance or observance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

         (2) immediately after giving effect to such transaction and treating
         any indebtedness which becomes an obligation of the Company or any
         Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

         (3) if, as a result of any such consolidation or merger or such
         conveyance, transfer or lease, properties or assets of the Company
         would become subject to a mortgage, pledge, lien, security interest or
         other encumbrance which would not be permitted by this Indenture, the
         Company or such successor Person, as the case may be, shall take such
         steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

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

SECTION 802.  Successor Substituted.

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

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

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

         (1) to evidence the succession of another Person to the Company and the
         assumption by any such successor of the covenants of the Company herein
         and in the Securities; or

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

         (3) to add any additional Events of Default 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



                                       42
<PAGE>   43

         (4) to add to or change any of the provisions of this Indenture to such
         extent as shall be necessary to permit or facilitate the issuance of
         Securities in bearer form, registrable or not registrable as to
         principal, and with or without interest coupons, or to permit or
         facilitate the issuance of Securities in uncertificated form; or

         (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 secure the Securities pursuant to the requirements of Section
         1008 or otherwise; or

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

         (8) 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

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

         (10) to make provision with respect to the conversion rights of holders
         pursuant to Section 1412.

SECTION 902.  Supplemental Indentures With Consent of Holders.

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

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

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

         (3) modify any of the provisions of this Section, Section 513 or
         Section 1010,



                                       43
<PAGE>   44

         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 1010, or
         the deletion of this proviso, in accordance with the requirements of
         Sections 611 and 901(8); or

         (4) to modify the conversion privilege with respect to any Security,
         except as may be permitted by Section 1412, in a manner adverse to the
         Holder thereof.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of 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.

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 TEN
                                    COVENANTS

SECTION 1001.  Payment of Principal, Premium and Interest.

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



                                       44
<PAGE>   45

SECTION 1002.  Maintenance of Office or Agency.

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

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

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

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

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

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) 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 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



                                       45
<PAGE>   46

Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York City, 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.  Statement by Officers as to Default.

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

SECTION 1005.  Existence.

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

SECTION 1006.  Maintenance of Properties.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

SECTION 1007.  Payment of Taxes and Other Claims.

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

SECTION 1008.  Restrictions on Liens.

         The Company will not itself, and will not permit any Principal
Subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or
other similar



                                       46
<PAGE>   47

evidences of indebtedness for money borrowed (notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed being hereinafter in this
Section 1008 called "Debt"), secured by pledge of, or mortgage or other lien on,
any Principal Manufacturing Property of the Company or any Principal Subsidiary,
or any shares of stock or Debt of any Principal Subsidiary (pledges, mortgages
and other liens being hereinafter in this Section 1008 called "Mortgage" or
"Mortgages"), without effectively providing that the Securities then Outstanding
together with, if the Company shall so determine, any other Debt of the Company
or such Principal Subsidiary then existing or thereafter created which is not
subordinate to the Securities) shall be secured equally and ratably with (or
prior to) such secured Debt, so long as such secured Debt shall be so secured,
unless, after giving effect thereto, the aggregate amount of all such secured
Debt plus all Attributable Debt of the Company and its Principal Subsidiaries in
respect of sale and leaseback transactions as defined in Section 1009 would not
exceed 10% of Consolidated Net Tangible Assets; provided, however, that this
Section shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by (1) Mortgages on property of, or
on any shares of stock or Debt of, any corporation existing at the time such
corporation became a Principal Subsidiary; (2) Mortgages in favor of the Company
or any Principal Subsidiary; (3) Mortgages in favor of the United States of
America, or any agency, department or other instrumentality thereof, to secure
progress, advance or other payments pursuant to any contract or provision of any
statute; (4) Mortgages on property, shares of stock or Debt existing at the time
of acquisition thereof (including acquisition through merger or consolidation)
or to secure the payment of all or any part of the purchase price or
construction cost thereof or to secure any Debt incurred prior to, at the time
of, or within 120 days after, the acquisition of such property or shares or Debt
or the completion of any such construction for the purpose of financing all or
any part of the purchase price or construction cost thereof; (5) Mortgages on
property or buildings that comprise, or will comprise, the Company's
headquarters facility in Bristol, Tennessee; and (6) any extension, renewal or
replacement (or successive extensions, renewals or replacements), as a whole or
in part, of any Mortgage referred to in the foregoing clauses (1) to (5)
inclusive; provided, that in the case of clauses (1) to (4), (i) such extension,
renewal or replacement Mortgage shall be limited to all or a part of the same
property, shares of stock Debt that secured the Mortgage extended, renewed or
replaced (plus improvements on such property) and (ii) the debt secured by such
Mortgage at such time is not increased.

SECTION 1009.  Restrictions on Sales and Leasebacks.

         The Company will not itself, and will not permit any Principal
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Principal Subsidiary)
or to which any such lender or investor is a party, providing for the leasing by
the Company or a Principal Subsidiary for a period, including renewals, in
excess of three years of any Principal Manufacturing Property, which has been or
is to be sold or transferred, more than 120 days after the completion of
construction and commencement of full operation thereof, by the Company or any
Principal Subsidiary to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Principal Manufacturing Property (referred to in this section as a "sale
and leaseback transaction") unless either (1) the Company or such Principal
Subsidiary could create Debt secured by a Mortgage pursuant to Section 1008 on
the Principal Manufacturing Property to be leased back in an amount equal to the
Attributable Debt with respect to such sale and leaseback transaction without
equally and ratably securing the Securities, or (2) the Company, within 120 days
after the sale or transfer shall have been made by the Company or by a Principal
Subsidiary, applies an amount equal to the greater of (i) the net proceeds of
the sale of the Principal Manufacturing Property sold and leased back pursuant
to such arrangement or (ii) the fair market value of the Principal Manufacturing
Property so sold and leased back at the time of entering into such arrangement
as determined by the Board of Directors to the retirement of Funded Debt of the
Company; provided, that the amount to be applied to the retirement of Funded
Debt of the Company shall be reduced by (a) the principal amount of any
Securities delivered within 120 days after such sale to the Trustee for
retirement and cancellation and (b) the principal amount of Funded



                                       47
<PAGE>   48

Debt, other than Securities voluntarily retired by the Company within 120 days
after such sale. Notwithstanding the foregoing, no retirement referred to in
this clause (2) may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or mandatory prepayment provision.

SECTION 1010.  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(18),
901(2) or 901(7) for the benefit of the Holders of such series or in any of
Sections 1008 to 1009, inclusive, if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
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.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for 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 of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

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

         If less than all the Securities of any series are to be redeemed
(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.


                                       48
<PAGE>   49

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in 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.

         If any Security of any series selected for partial redemption is
converted in part before termination of the conversion right with respect to the
portion of the Security so selected, the converted portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption.
Securities of any series that have been converted during a selection of such
Securities to be redeemed may be treated by the Trustee as Outstanding for the
purpose of such selection.

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

SECTION 1104.  Notice of Redemption.

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

         All notices of redemption shall state:

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) if less than all the Outstanding Securities of any series
         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
         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 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,

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

         (7) the CUSIP number or numbers for such Security, and

         (8) the Conversion Rate relating to the Securities being redeemed, the
         date on which the right to convert such Securities will terminate and
         the places where the Securities may be surrendered for conversion.


         Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request given to
the Trustee at least 15 days before the proposed mailing date of such notice (or
such shorter period as shall be acceptable to the Trustee), by the Trustee in
the name and at the expense of the Company and shall be irrevocable.

SECTION 1105.  Deposit of Redemption Price.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date other than any Securities called for
redemption on that date which have been converted prior to the date of such
deposit.

SECTION 1106.  Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in



                                       49
<PAGE>   50

the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section
301, instalments 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 and such Security shall, if convertible prior to surrender for
redemption, remain convertible until the principal of such Security (or portion
thereof, as the case may be) shall have been paid or duly provided for.

SECTION 1107.  Securities Redeemed in Part.

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

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201.  Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of 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 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount



                                       50
<PAGE>   51

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 will also
deliver to the Trustee any Securities to be so delivered. Not less than 45 days
prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company's Option to Effect Defeasance or Covenant Defeasance.

         The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 301 as being defeasible pursuant to
such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

SECTION 1302.  Defeasance and Discharge.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section 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, (3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (4) this Article. Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

SECTION 1303.  Covenant Defeasance.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Company shall be released from its obligations under Section 801(3),
Sections 1006 through 1009, inclusive, and any covenants provided pursuant to
Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in Sections
501(4)(with respect to any of Section 801(3), Sections 1006 through 1009,
inclusive, and any such covenants provided pursuant to Section 301(18), 901(2)
or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section 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



                                       51
<PAGE>   52

(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 (or another trustee which satisfies the
         requirements contemplated by Section 609 and agrees to comply with the
         provisions of this Article applicable to it) as trust funds in trust
         for the purpose of making the following payments, specifically pledged
         as security for, and dedicated solely to, the benefits of the Holders
         of such Securities, (A) money in an amount, or (B) U.S. Government
         Obligations which through the scheduled payment of principal and
         interest in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (C) a combination thereof, in each case
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or any such other qualifying trustee) to pay
         and discharge, the principal of and any premium and interest on such
         Securities on the respective Stated Maturities, in accordance with the
         terms of this Indenture and such Securities. As used herein, "U.S.
         Government Obligation" means (x) any security which is (i) a direct
         obligation of the United States of America for the payment of which the
         full faith and credit of the United States of America 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 the
         payment of which is unconditionally guaranteed as a full faith and
         credit obligation by the United States of America, 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 U.S. 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 U.S. 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 U.S. Government Obligation
         or the specific payment of principal or interest evidenced by such
         depositary receipt.

         (2) In the event of an election to have Section 1302 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date of this
         instrument, there has been a change in the applicable Federal income
         tax law, in either case (A) or (B) to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such Securities
         will not recognize gain or loss for Federal income tax purposes as a
         result of the deposit, Defeasance and discharge to be effected with
         respect to such Securities and will be subject to Federal income tax on
         the same amount, in the same manner and at the same times as would be
         the case if such deposit, Defeasance and discharge were not to occur.

         (3) In the event of an election to have Section 1303 apply to any
         Securities or any series of Securities, as the case may be, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders of such Securities will not recognize gain or loss for
         Federal income tax purposes as a result of the deposit and Covenant
         Defeasance to be effected with respect to such Securities and will be
         subject to Federal income tax on the same amount, in the



                                       52
<PAGE>   53

         same manner and at the same times as would be the case if such deposit
         and Covenant Defeasance were not to occur.

         (4) The Company shall have delivered to the Trustee an Officers'
         Certificate to the effect that neither such Securities nor any other
         Securities of the same series, if then listed on any securities
         exchange, will be delisted as a result of such deposit.

         (5) 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).

         (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
         to have a conflicting interest within the meaning of the Trust
         Indenture Act (assuming all Securities are in default within the
         meaning of such Act).

         (7) Such Defeasance or Covenant Defeasance shall not result in a breach
         or violation of, or constitute a default under, any other agreement or
         instrument to which the Company is a party or by which it is bound.

         (8) Such Defeasance or Covenant Defeasance shall not result in the
         trust arising from such deposit constituting an investment company
         within the meaning of the Investment Company Act unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

         (9) The Company shall have delivered to the Trustee an Officers'
         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 U.S. Government Obligations to Be Held in
              Trust; Miscellaneous Provisions.

         Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as 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 U.S. 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 U.S. 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.



                                       53
<PAGE>   54

SECTION 1306.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.







                                       54
<PAGE>   55
                                ARTICLE FOURTEEN

                            CONVERSION OF SECURITIES

SECTION 1401. DEFINITIONS.

         For purposes of this Article Fourteen, the following definitions shall
apply:

         "Book-Entry Security" means a Security evidencing all or part of a
series of Securities, issued to the Depositary for such series or its nominee,
and registered in the name of such Depositary or its nominee.

         "Common Stock" means the Common Stock, no par value per share, of the
Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 1412, shares issuable on conversion or
repurchase of Securities shall include only shares of Common Stock or shares of
any class or classes of common stock resulting from any reclassification or
reclassifications thereof; provided, however, that if at any time there shall be
more than one such resulting class, the shares so issuable on conversion of
Securities shall include shares of all such classes, and the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

         "Conversion Agent" means any Person authorized by the Company to
convert Securities in accordance with Article Fourteen. The Company has
initially appointed the Trustee as Conversion Agent.

         "Conversion Price," when used with respect to any Security, shall have
the meaning specified in Section 1402, as adjusted in accordance with Section
1405.

         "Conversion Rate," when used with respect to any Security, shall have
the meaning specified in the Board Resolution or supplemental indenture creating
such series pursuant to Section 301 hereof and set forth in such Security, as
adjusted in accordance with Section 1405.

         "Conversion Securities" means the securities delivered upon conversion
of Securities (or any securities successor thereto), together with any
securities successor thereto to those so delivered upon any conversion.

         "Purchased Shares" has the meaning specified in Section 1405(f).

         "Record Date Period," when used with respect to any Security, means the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date.

         "Repayment Date," when used with respect to any Security to be
repurchased, means the date fixed for such repurchase by or pursuant to this
Indenture.

         "Trading Days" means (i) if the Common Stock is listed or admitted for
trading on any national securities exchange, days on which such national
securities exchange is open for business, or (ii) if the Common Stock is not
listed or admitted for trading on any national securities exchange, days on
which trades may be made on the Nasdaq National Market or any similar system of
automated dissemination of quotations of securities prices on which the Common
Stock is quoted, or (iii) if the Common Stock is not listed or admitted to
trading on any national securities exchange or quoted on the Nasdaq National
Market or similar system, days on which the Common Stock is traded regular way
in the over-the-counter market and for which a closing bid and a closing asked
price for the Common Stock is available.

SECTION 1402. CONVERSION PRIVILEGE AND CONVERSION RATE.

         Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security of any series (or any portion
thereof which is $1,000 or any integral multiple of $1,000 in excess thereof)
may be converted at any time following the last original issue date of the
Securities of such series into fully paid and nonassessable shares of Common
Stock of the Company (calculated as to each conversion to the nearest 1/100 of a
share) at the Conversion Rate in effect at the time of conversion. Such
conversion right with respect to any Security shall expire at the close of
business on the final Stated Maturity thereof, subject, in the





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<PAGE>   56

case of conversion of a Book-Entry Security, to any applicable book-entry
procedures of the Depositary for such conversion. In case a Security or portion
thereof is called for redemption at the election of the Company or is delivered
for repurchase at the option of the Holder, such conversion right in respect of
the Security or portion thereof so called shall expire at the close of business
on the Redemption Date or the Repayment Date, unless the Company defaults in
making the payment due upon redemption or the repurchase, as the case may be
(subject as aforesaid to any applicable book-entry procedures).

         The Conversion Rate shall be adjusted in certain instances as provided
in this Article Fourteen. The price at which shares of Common Stock shall be
delivered upon conversion (herein called the "Conversion Price") shall at any
time be equal to $1,000 divided by the then applicable Conversion Rate (and
rounded to the nearest cent).

SECTION 1403. EXERCISE OF CONVERSION PRIVILEGE.

         In order to exercise the conversion privilege with respect to any
Security or portion thereof, the Holder of any Security to be converted or any
other person acting on its behalf shall surrender such Security, duly endorsed
or assigned to the Company or in blank at any office or agency of the Company
maintained for that purpose pursuant to Section 1002, accompanied by a duly
signed conversion notice substantially in the form set forth in Annex A stating
that the Holder elects to convert such Security or, if less than the entire
principal amount thereof is to be converted, the portion thereof to be
converted. Alternatively, if such security is represented by a Book-Entry
Security, conversion may be effected by written order given to the Trustee in
accordance with the applicable procedures of the Depositary then in effect. Each
Security surrendered for conversion (in whole or in part) during a Record Date
Period shall (except in the case of any Security or portion thereof which has
been called for redemption on a Redemption Date or repurchase on a Repayment
Date occurring within such period) be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of an amount equal
to the interest payable on the Interest Payment Date relating to such Record
Date Period on the principal amount of such Security being surrendered for
conversion, and the interest payable in respect of such Security on such
Interest Payment Date shall be paid to the Holder of the such Security as of the
Regular Record Date relating to such Record Date Period. The interest payable on
such Interest Payment Date with respect to any Security which has been called
for redemption on a Redemption Date, or is repurchaseable on a Repayment Date,
occurring, in either case, during a Record Date Period, which Security is
surrendered for conversion during such Record Date Period, shall be paid to the
Holder of such Security being converted in an amount equal to the interest that
would have been payable on such Security if such Security had been converted as
of the close of business on such Interest Payment Date. Interest payable in
respect of any Security surrendered for conversion on or after an Interest
Payment Date shall be paid to the Holder of such Security as of the next
preceding Regular Record Date, notwithstanding the exercise of the right of
conversion.

         Any Security surrendered for conversion in accordance with the
foregoing provisions shall be deemed to have been converted immediately prior to
the close of business on the day of such surrender, and at such time the rights
of the Holder of such Security as a Holder shall cease, and the Person or
Persons entitled to receive the Common Stock issuable upon conversion shall be
treated for all purposes as the record holder or holders of such Common Stock at
such time. As promptly as practicable on or after the conversion date, the
Company shall issue and deliver, out of its authorized but previously unissued
shares of Common Stock, at the office of such Conversion Agent a certificate or
certificates for the number of full shares of newly issued Common Stock issuable
upon conversion, together with payment in lieu of any fraction of a share, as
provided in Section 1404.

         In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part,





                                       56
<PAGE>   57

but only if the principal amount of such Security to be converted is any
integral multiple of $1,000 and the principal amount of such security to remain
outstanding after such conversion is equal to $1,000 or any integral multiple of
$1,000 in excess thereof.

         If shares of Common Stock to be issued upon conversion of a Security,
or Securities to be issued upon conversion of a Security in part only, are to be
registered in a name other than that of the Holder of such Security, the
Security Registrar shall, prior to the conversion of such Security, record in
the Security Register the transfer of that portion of the Security to be so
converted in the name of the person in whose name such Common Stock or
Securities are to be registered.

SECTION 1404. FRACTIONS OF SHARES OF COMMON STOCK.

         No fractional shares of Common Stock or scrip certificates in respect
thereof shall be issued upon conversion of any Securities of any series. If more
than one Security of any series shall be surrendered for conversion at one time
by the same Holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of the Securities so surrendered. Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any Security,
the Company shall pay a cash adjustment in respect of such fraction (calculated
to the nearest 1/100 of a share) in an amount in U.S. dollars equal to the same
fraction of the current market price per Common Share (calculated in accordance
with Section 1405(h) hereof) at the close of business on the day of conversion,
or at the Company's option, the Company shall round up the conversion
transaction to the next higher whole share.

SECTION 1405. ADJUSTMENT OF CONVERSION RATE.

         The Conversion Rate applicable to any series of Securities shall be
subject to adjustments from time to time as follows:

         (a) In case at any time during which Securities of any series are
         Outstanding the Company shall pay or make a dividend or other
         distribution on any class of capital stock of the Company payable in
         shares of Common Stock, the Conversion Rate in effect at the opening of
         business on the day following the date fixed for the determination of
         stockholders entitled to receive such dividend or other distribution
         shall be increased by dividing such Conversion Rate by a fraction of
         which the numerator shall be the number of shares of Common Stock
         outstanding at the close of business on the date fixed for such
         determination and the denominator shall be the sum of such number of
         shares and the total number of shares constituting such dividend or
         other distribution, such increase to become effective immediately after
         the opening of business on the day following the date fixed for such
         determination. If, after any such date fixed for determination, any
         dividend or distribution is not in fact paid, such Conversion Rate
         shall be immediately readjusted, effective as of the date the Board of
         Directors determines not to pay such dividend or distribution, to the
         Conversion Rate that would have been in effect if such determination
         date had not been fixed. For the purposes of this paragraph (a), the
         number of shares of Common Stock at any time outstanding shall not
         include shares held in the treasury of the Company but shall include
         shares issuable in respect of scrip certificates, if any, issued in
         lieu of fractions of shares of Common Stock. The Company will not pay
         any dividend or make any distribution on shares of Common Stock held in
         the treasury of the Company.

         (b) In case at any time during which Securities of any series are
         Outstanding the Company shall issue rights, warrants or options to all
         holders of its Common Stock entitling them to subscribe for or purchase
         shares of Common Stock at a price per share less than the current
         market price per share (determined as provided in paragraph (h) of this
         Section 1405) of the Common Stock on the date fixed for the
         determination of stockholders entitled to receive such rights, warrants
         or options, the Conversion Rate in effect at the opening of business on
         the day following the date fixed for such determination shall be





                                       57
<PAGE>   58

         increased by dividing such Conversion Rate by a fraction of which the
         numerator shall be the number of shares of Common Stock outstanding at
         the close of business on the date fixed for such determination plus the
         number of shares of Common Stock which the aggregate of the offering
         price of the total number of shares of Common Stock so offered for
         subscription or purchase would purchase at such current market price
         and the denominator shall be the number of shares of Common Stock
         outstanding at the close of business on the date fixed for such
         determination plus the number of shares of Common Stock so offered for
         subscription or purchase, such increase to become effective immediately
         after the opening of business on the day following the date fixed for
         such determination. For the purposes of this paragraph (b), the number
         of shares of Common Stock at any time outstanding shall not include
         shares held in the treasury of the Company but will include shares
         issuable in respect of scrip certificates, if any, issued in lieu of
         fractions of shares of Common Stock. The Company will not issue any
         rights or warrants in respect of shares of Common Stock held in the
         treasury of the Company.

         (c) In case at any time during which Securities of any series are
         Outstanding the outstanding shares of Common Stock shall be subdivided
         into a greater number of shares of Common Stock, such Conversion Rate
         in effect at the opening of business on the day following the day upon
         which such subdivision becomes effective shall be proportionately
         increased, and, conversely in case outstanding shares of Common Stock
         shall each be combined into a smaller number of shares of Common Stock,
         the Conversion Rate in effect at the opening of business on the day
         following the day upon which such combination becomes effective shall
         be proportionately reduced, such increase or reduction, as the case may
         be, to become effective immediately after the opening of business on
         the day following the day upon which such subdivision or combination
         becomes effective.

         (d) In case at any time during which Securities of any series are
         Outstanding the Company shall, by dividend or otherwise, distribute to
         all holders of its Common Stock evidences of its indebtedness, shares
         of capital stock, or assets (including securities, but excluding any
         rights, warrants or options referred to in paragraph (b) of this
         Section 1405, any dividend or distribution paid exclusively in cash,
         any dividend or distribution referred to in paragraph (a) of this
         Section 1405 and any merger or consolidation to which Section 1412
         applies), such Conversion Rate shall be adjusted so that the same shall
         equal the rate determined by dividing such Conversion Rate in effect
         immediately prior to the close of business on the date fixed for the
         determination of stockholders entitled to receive such distribution by
         a fraction of which the numerator shall be the current market price per
         share (determined as provided in paragraph (h) of this Section 1405) of
         the Common Stock on the date fixed for such determination less the then
         fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive, and described in a Board Resolution
         filed with the Trustee) of the portion of the assets, shares or
         evidences of indebtedness so distributed applicable to one share of
         Common Stock and the denominator shall be such current market price per
         share of Common Stock, such adjustment to become effective immediately
         prior to the opening of business on the day following the date fixed
         for the determination of stockholders entitled to receive such
         distribution.

         (e) In case at any time during which Securities of any series are
         Outstanding the Company shall, by dividend or otherwise, make a
         distribution to all holders of its Common Stock consisting exclusively
         of cash (excluding any cash that is distributed upon a merger or
         consolidation or a sale or transfer of all or substantially all of the
         assets of the Company to which Section 1412 applies or as part of a
         distribution referred to in paragraph (d) of this Section 1405) in an
         aggregate amount that, combined together with (1) the aggregate amount
         of any other distributions to all holders of its Common Stock made
         exclusively in cash within the 12 months preceding the date of payment
         of such distribution and in respect of which no adjustment pursuant to
         this paragraph (e) has been made and (2) the aggregate of any cash plus
         the fair market value (as





                                       58
<PAGE>   59

         determined by the Board of Directors, whose determination shall be
         conclusive and described in a Board Resolution filed with the Trustee)
         of consideration payable in respect of any tender offer by the Company
         or any of its Subsidiaries for all or any portion of the Common Stock
         concluded within the 12 months preceding the date of payment of such
         distribution and in respect of which no adjustment pursuant to
         paragraph (f) of this Section 1405 has been made, exceeds ten percent
         (10%) of the product of the current market price per share of the
         Common Stock on the date for the determination of holders of shares of
         Common Stock entitled to receive such distribution times the number of
         shares of Common Stock outstanding on such date (the "aggregate current
         market price"), then, and in each such case, immediately after the
         close of business on such date for determination, such Conversion Rate
         shall be increased so that the same shall equal the rate determined by
         dividing such Conversion Rate in effect immediately prior to the close
         of business on the date fixed for determination of the stockholders
         entitled to receive such distribution by a fraction (i) the numerator
         of which shall be equal to the current market price per share
         (determined as provided in paragraph (h) of this Section 1405) of the
         Common Stock on the date fixed for such determination less an amount
         equal to the quotient of (x) the excess of such combined cash tender
         amount over such aggregate current market price divided by (y) the
         number of shares of Common Stock outstanding on such date for
         determination and (ii) the denominator of which shall be equal to the
         current market price per share (determined as provided in paragraph (h)
         of this Section 1405) of the Common Stock on such date for
         determination.

         (f) In case at any time during which Securities of any series are
         Outstanding a tender or exchange offer made by the Company or any
         Subsidiary for all or any portion of the Common Stock shall expire and
         such tender or exchange offer (as amended upon the expiration thereof)
         shall require the payment to stockholders (based on the acceptance (up
         to any maximum specified in the terms of the tender offer) of Purchased
         Shares (as defined below)) of an aggregate consideration having a fair
         market value (as determined by the Board of Directors, whose
         determination shall be conclusive and described in a Board Resolution
         filed with the Trustee) that combined together with (1) the aggregate
         of the cash plus the fair market value (as determined by the Board of
         Directors, whose determination shall be conclusive and described in a
         Board Resolution), as of the expiration of such tender or exchange
         offer, of consideration payable in respect of any other tender or
         exchange offer, by the Company or any Subsidiary for all or any portion
         of the Common Stock expiring within the 12 months preceding the
         expiration of such tender or exchange offer and in respect of which no
         adjustment, pursuant to this paragraph (f) has been made and (2) the
         aggregate amount of any distributions to all holders of the Company's
         Common Stock within 12 months preceding the expiration of such tender
         or exchange offer and in respect of which no adjustment pursuant to
         paragraph (e) of this Section 1405 has been made (the "combined tender
         and cash amount") exceeds ten percent (10%) of the product of the
         current market price per share of the Common Stock (determined as
         provided in paragraph (h) of this Section 1405) as of the last time
         (the "Expiration Time") tenders or exchanges could have been made
         pursuant to such tender or exchange offer (as it may be amended) times
         the number of shares of Common Stock outstanding (including any
         tendered or exchanged shares) on the Expiration Time, then, and in each
         such case, immediately prior to the opening of business on the day
         after the date of the Expiration Time, such Conversion Rate shall be
         adjusted so that the same shall equal the rate determined by dividing
         such Conversion Rate immediately prior to the close of business on the
         date of the Expiration Time by a fraction (i) the numerator of which
         shall be equal to (x) the product of (A) the current market price per
         share of Common Stock (determined as provided in paragraph (h) of this
         Section 1405) on the date of the Expiration Time multiplied by (B) the
         number of shares of Common Stock outstanding (including any tendered or
         exchanged shares) on the date of the Expiration Time less (y) the
         combined tender and cash amount, and (ii) the denominator of which
         shall be equal to the product of (x) the current market price per share
         of the Common Stock (determined as provided in paragraph (h) of this
         Section 1405) as of the





                                       59
<PAGE>   60

         Expiration Time multiplied by (y) the number of shares of Common Stock
         outstanding (including any tendered or exchanged shares) as of the
         Expiration Time less the number of all shares validly tendered or
         exchanged and not withdrawn as of the Expiration Time (the shares
         deemed so accepted up to any such maximum, being referred to as the
         "Purchased Shares").

         (g) The reclassification of Common Stock into securities other than
         Common Stock (other than any reclassification upon a consolidation or
         merger to which Section 1412 applies) shall be deemed to involve (1) a
         distribution of such securities other than Common Stock to all holders
         of Common Stock (and the effective date of such reclassification shall
         be deemed to be "the date fixed for the determination of stockholders
         entitled to receive such distribution" and "the date fixed for such
         determination" within the meaning of paragraph (d) of this Section
         1405), and (2) a subdivision or combination, as the case may be, of the
         number of shares of Common Stock outstanding immediately prior to such
         reclassification into the number of shares of Common Stock outstanding
         immediately thereafter (and the effective date of such reclassification
         shall be deemed to be "the day upon which such subdivision becomes
         effective" or "the day upon which such combination becomes effective,"
         as the case may be, and "the day upon which such subdivision or
         combination becomes effective" within the meaning of paragraph (c) of
         this Section 1405).

         (h) For the purpose of any computation under paragraphs (b), (d), (e)
         or (f) of this Section 1405, the current market price per share of
         Common Stock on any date shall be deemed to be the average of the daily
         Closing Prices Per Share for the five consecutive Trading Days selected
         by the Company commencing not more than ten (10) Trading Days before,
         and ending not later than, the earlier of the day in question and the
         day before the "ex" date with respect to the issuance or distribution
         requiring such computation. For purposes of this paragraph, the term
         "`ex' date," when used with respect to any issuance or distribution,
         means the first date on which the Common Stock trades regular way on
         the applicable securities exchange or in the applicable securities
         market without the right to receive such issuance or distribution.

         (i) No adjustment in such Conversion Rate shall be required unless such
         adjustment (plus any adjustments not previously made by reason of this
         paragraph (i)) would require an increase or decrease of at least one
         percent (1%) in such rate; provided, however, that any adjustments
         which by reason of this paragraph (i) are not required to be made shall
         be carried forward and taken into account in any subsequent adjustment.
         All calculations under this Article shall be made to the nearest cent
         or to the nearest one-hundredth of a share, as the case may be.

         (j) The Company may make such increases in such Conversion Rate, in
         addition to those required by paragraphs (a), (b), (c), (d), (e) and
         (f) of this Section 1405, as it considers to be advisable in order to
         avoid or diminish any income tax to any holders of shares of Common
         Stock resulting from any dividend or distribution of stock or issuance
         of rights or warrants to purchase or subscribe for stock or from any
         event treated as such for United States federal income tax purposes or
         for any other reasons. The Company shall have the power to resolve any
         ambiguity or correct any error in this paragraph (j) and its actions in
         so doing, absent manifest error, shall be final and conclusive.

         (k) To the extent permitted by applicable law, the Company from time to
         time may increase the Conversion Rate applicable to any series of
         Securities by any amount for any period of time if the period is at
         least twenty (20) days, the increase is irrevocable during such period,
         and the Board of Directors shall have made a determination that such
         increase would be in the best interests of the Company, which
         determination shall be conclusive. Whenever any Conversion Rate is
         increased pursuant to the preceding sentence, the Company shall give
         notice of the increase to the relevant Holders in the manner provided
         in Section 106 at least fifteen (15) days prior to the date the
         increased





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<PAGE>   61

         Conversion Rate takes effect, and such notice shall state the increased
         Conversion Rate and the period during which it will be in effect.

SECTION 1406. NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

         Whenever the Conversion Rate applicable to any series of Securities is
adjusted as herein provided:

         (a) the Company shall compute the adjusted Conversion Rate in
         accordance with Section 1405 and shall prepare a certificate signed by
         the Chief Financial Officer of the Company setting forth the adjusted
         Conversion Rate and showing in reasonable detail the facts upon which
         such adjustment is based, and such certificate shall forthwith promptly
         be filed with the Trustee and with each Conversion Agent; and

         (b) a notice stating that such Conversion Rate has been adjusted and
         setting forth the adjusted Conversion Rate shall forthwith be prepared,
         and as soon as practicable after it is prepared, such notice shall be
         provided by the Company to all Holders of such Securities in accordance
         with Section 106.

         Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours.

SECTION 1407. NOTICE OF CERTAIN CORPORATE ACTION.

 In case:

         (a) the Company shall declare a dividend (or any other distribution) on
         its Common Stock payable (1) otherwise than exclusively in cash or (2)
         exclusively in cash in an amount that would require an adjustment
         pursuant to Section 1405; or

         (b) the Company shall authorize the granting to the holders of its
         Common Stock of rights, options or warrants to subscribe for or
         purchase any shares of capital stock of any class or of any other
         rights; or

         (c) of any reclassification of the Common Stock of the Company, or of
         any consolidation, merger or share exchange to which the Company is a
         party and for which approval of any stockholders of the Company is
         required, or of the conveyance, transfer, sale or lease of all or
         substantially all of the assets of the Company; or

         (d) of the voluntary or involuntary dissolution, liquidation or winding
         up of the Company;

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities of any series pursuant to Section 1002,
and shall cause to be provided to all Holders in accordance with Section 106, at
least twenty (20) days (or ten (10) days in any case specified in clause (a) or
(b) above) prior to the applicable record or effective date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if
a record is not to be taken, the effective date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution, rights,
options or warrants are to be determined, or (ii) the date on which such
reclassification, consolidation, merger, share exchange, conveyance, transfer,
sale, lease, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their Common Stock for securities, cash
or other property deliverable upon such reclassification, consolidation, merger,
share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or
winding up. Neither the failure to give such notice or the notice referred to in
the following





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<PAGE>   62

paragraph nor any defect therein shall affect the legality or validity of the
proceedings described in clauses (a) through (d) of this Section 1407. If at the
time the Trustee shall not be the Conversion Agent, a copy of such notice and
any notice referred to in the following paragraph shall also forthwith be filed
by the Company with the Trustee.

         The Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of Securities of any series pursuant to Section
1002, and shall cause to be provided to all Holders in accordance with Section
106, notice of any tender offer by the Company or any Subsidiary for all or any
portion of the Common Stock at or about the time that such notice of tender
offer is provided to the public generally.

SECTION 1408. COMPANY TO RESERVE COMMON STOCK.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but previously unissued Common Stock,
for the purpose of effecting the conversion of Securities of any series then
outstanding, the full number of shares of Common Stock then issuable upon the
conversion of all such Outstanding Securities.

SECTION 1409. TAXES ON CONVERSIONS.

         Except as provided in the next sentence, the Company shall pay any and
all transfer, stamp, documentary and other similar taxes and duties that may be
payable in respect of the issue or delivery of shares of Common Stock on
conversion of Securities of any series pursuant hereto. A Holder delivering a
Security for conversion will be required to pay any tax or duty which may be
payable in respect of any transfer involved in the issue and delivery of shares
of Common Stock in a name other than that of the Holder of the Security to be
converted, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of any such tax
or duty or has established to the satisfaction of the Company that such tax or
duty has been paid.

SECTION 1410. COVENANT AS TO COMMON STOCK.

         The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Securities will be newly issued shares, upon such
delivery, will have been duly authorized and validly issued and will be fully
paid and nonassessable and, except as provided in Section 1409, the Company will
pay all taxes, liens and charges with respect to the issue thereof.

SECTION 1411. CANCELLATION OF CONVERTED SECURITIES.

         All Securities delivered for conversion shall be delivered to the
Trustee to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 309.

SECTION 1412. PROVISION IN CASE OF CONSOLIDATION, MERGER OR CONVEYANCE OF
ASSETS.

         In case of any consolidation of the Company with, or merger of the
Company into, any other Person, any merger of another Person into the Company
(other than a merger which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock of the Company)
or any conveyance, sale, transfer or lease of all or substantially all of the
assets of the Company, the Person formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture executed in accordance with
Article Nine providing that the Holder of any Security of any series then
Outstanding shall have the right thereafter, during the period such Security
shall be convertible as specified in Section 1402, to convert such Security only
into the kind and amount of securities, cash and other property receivable upon
such consolidation, merger, sale, transfer or lease by a





                                       62
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holder of the number of shares of Common Stock of the Company into which such
Security might have been converted immediately prior to such consolidation,
merger, sale or transfer, assuming such holder of Common Stock of the Company
(1) is not a Person with which the Company consolidated or merged with or which
merged into or with the Company or to which such conveyance, sale, transfer or
lease was made, as the case may be (a "Constituent Person"), or an Affiliate of
a Constituent Person and (2) failed to exercise its rights of election, if any,
as to the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease (provided that
if the kind or amount of securities, cash and other property receivable upon
such consolidation, merger, conveyance, sale, transfer or lease is not the same
for each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by other than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-Electing Share"), then for the
purpose of this Section 1412 the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by the
holders of each Non-Electing Share shall be deemed to be the kind and amount so
receivable per share by a plurality of the Non-Electing Shares). Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article. The above provisions of this Section 1412 shall similarly apply to
successive consolidations, mergers, conveyances, sales, transfers or leases.
Notice of the execution of such a supplemental indenture shall be given by the
Company to the Holder of each Security as provided in Section 106 promptly upon
such execution.

         Neither the Trustee, any Paying Agent nor any Conversion Agent shall be
under any responsibility to determine the correctness of any provisions
contained in any such supplemental indenture relating either to the kind or
amount of shares of stock or other securities or property or cash receivable by
Holders of Securities upon the conversion of their Securities after any such
consolidation, merger, conveyance, sale, transfer or lease or to any such
adjustment, but may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, an Opinion of Counsel with
respect thereto, which the Company shall cause to be furnished to the Trustee
upon request.

SECTION 1413. RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

         The Trustee, subject to the provisions of Section 601, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities of any series to determine whether any facts exist
which may require any adjustment of the applicable Conversion Rate, or with
respect to the nature, extent or amount of any such adjustment when made, or
with respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same, or whether a supplemental indenture
need be entered into. Neither the Trustee, subject to the provisions of Section
601, nor any Conversion Agent shall be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock, or of any other
securities or property or cash, which may at any time be issued or delivered
upon the conversion of any Security; and it or they do not make any
representation with respect thereto. Neither the Trustee, subject to the
provisions of Section 601, nor any Conversion Agent shall be responsible for any
failure of the Company to make any cash payment or to issue, transfer or deliver
any shares of Common Stock or share certificates or other securities or property
or cash upon the surrender of any Security for the purpose of conversion; and
the Trustee, subject to the provisions of Section 601, and any Conversion Agent
shall not be responsible for any failure of the Company to comply with any of
the covenants of the Company contained in this Article.






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<PAGE>   64
         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.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.


                                         King Pharmaceuticals, Inc.



                                         By


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

                                         By









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<PAGE>   65

                                                                         ANNEX A


                            FORM OF CONVERSION NOTICE

------------------------,
as Conversion Agent

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

                  Re:      KING PHARMACEUTICALS, INC.
                           ____% Convertible Subordinated Notes
                           due            ,        (the "Securities")


         Reference is hereby made to the Indenture, dated as of ___________,
____ (the "Indenture"), between King Pharmaceuticals, Inc., as Issuer, and
____________, as Trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

         This letter relates to the Securities specified below, which are
registered in the name of the undersigned (the "Holder"). The Holder hereby
irrevocably exercises its right to convert such Securities, or the portion
thereof, if any, specified below, into shares of Common Stock and, except to the
extent specified or required as described below, directs that certificates
representing such shares of Common Stock, together with any check in payment for
a fractional share and any Security representing any unconverted principal
amount, be issued and delivered through the facilities of the Depositary, for
credit to the account(s) of the Person(s) indicated below.

         The Holder acknowledges and agrees that no shares of Common Stock will
be delivered upon conversion of the specified Securities until any amount
payable by the Holder on account of interest is paid, any certificates
evidencing specified Securities not held in book-entry form are duly endorsed or
assigned to the Company or in blank and surrendered and any taxes or other
charges or documents required in connection with a transfer on conversion, and
any other required items, are delivered to the Conversion Agent.

         Conversion of the specified Securities is subject to the requirements
established by the Company as well as to the procedures of the Depositary, all
as in effect from time to time. Subject to the provisions of the Indenture, the
specified Securities will be deemed to have been converted as of the close of
business on the first day on which this conversion notice and all other required
items have been delivered to the Conversion Agent as provided above and, upon
such conversion, shall cease to accrue interest or be Outstanding (subject to
the Holder's right to receive the Common Stock issuable upon such conversion as
provided in the Indenture). Prior to such conversion, the Holder will have no
rights in such shares of Common Stock.

         Please provide the information requested below, as applicable.

1.       PLEASE SPECIFY THE SECURITIES HELD AND THE PORTION THEREOF TO BE
         CONVERTED:

         Principal amount held: $

         CUSIP number(s):




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<PAGE>   66

         Depositary (DTC) account where held:

         Principal amount being converted (if less than all):$

2.       UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED BELOW, all Securities
         (together with any unconverted Securities) will be delivered in
         book-entry form to the DTC account specified in Item 1 above.

3.       IF OTHER ARRANGEMENTS ARE DESIRED, please specify the type, number and
         form of securities to be delivered on conversion and the names(s) of
         the account holder(s) or registered owner(s), by checking the
         appropriate boxes and providing the information requested:

         [ ]      Common Stock

                  [ ]      Book-Entry

                           Number of shares of Common Stock:

                           DTC Account:

                  [ ]      Certificates

                           Number of shares of Common Stock:

                           Registered Owner:

         [ ]      Unconverted Securities

                  [ ]      Certificates

                           Principal Amount:  $      *

                           Registered Owner:

                  [ ]      Book-Entry

                           Principal Amount:  $

                           DTC Account:


                  Please sign and date this notice in the space provided below.



         DATE:

                                    --------------------------------------------
                                                  Name of Holder

                                    --------------------------------------------
                                               Signature(s) of Holder
                                               Title(s):

                                    (If the Holder is a corporation, partnership
                                    or fiduciary, the title of the Person
                                    signing on behalf of the Holder must be
                                    stated.)

----------

*    Aggregate principal amount of each certificate must equal $1,000 or any
     amount in excess thereof in integral multiples of $1,000.



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