<PAGE>   1
                                                                    Exhibit 4.22


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


                        BROWNING-FERRIS INDUSTRIES, INC.

                                       and

                 FIRST CITY, TEXAS-HOUSTON, NATIONAL ASSOCIATION
                                   as Trustee


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

                               RESTATED INDENTURE

                          Dated as of September 1, 1991

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


                                 Debt Securities


                ------------------------------------------------
<PAGE>   2
                        BROWNING-FERRIS INDUSTRIES, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and Restated
Indenture dated as of                    (1)
                     --------------------
<TABLE>
<CAPTION>
                                                                                               Restated
Trust Indenture                                                                                Indenture
  Act Section                                                                                   Section
<S>                       <C>                                                                  <C>
Section 3.10              (a)(1) ..............................................................  6.09
                          (a)(2) ..............................................................  6.09
                          (a)(3) ..............................................................  Not Applicable
                          (a)(4) ..............................................................  Not Applicable
                          (a)(5) ..............................................................  6.09
                          (b) .................................................................  6.08
                                                                                                 6.10

Section 3.11              (a) .................................................................  6.13(a)
                          (b) .................................................................  6.13(b)
                          (b)(2) ..............................................................  7.03(a)(2)
                                                                                                 7.03(b)


Section 3.12              (a) .................................................................  7.01
                          (b) .................................................................  7.02(a)
                          (b)(2) ..............................................................  7.02(b)
                                                                                                 7.02(c)

Section 3.13              (a) .................................................................  7.03(a)
                          (b) .................................................................  7.03(b)
                          (c) .................................................................  7.03(a)
                                                                                                 7.03(b)
                          (d) .................................................................  7.03(c)

Section 3.14              (a) .................................................................  7.04
                          (b) .................................................................  Not Applicable
                          (c)(1) ..............................................................  1.02
                          (c)(2)...............................................................  1.02
                          (c)(3) ..............................................................  Not Applicable
                          (d) .................................................................  Not Applicable
                          (e) .................................................................  1.02
</TABLE>


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



                                      - i -
<PAGE>   3
<TABLE>
<CAPTION>
<S>                       <C>                                                                  <C>
Section 3.15              (a) .................................................................  6.01(a)
                          (b) .................................................................  6.02
                                                                                                 7.03(a)(6)
                          (c) .................................................................  6.01(b)
                          (d) .................................................................  6.01(c)
                          (d)(1) ..............................................................  6.01(a)(1)
                          (d)(2) ..............................................................  6.01(c)(2)
                          (d)(3) ..............................................................  6.01(c)(3)
                          (e) .................................................................  5.14

Section 3.16              (a) .................................................................  1.01
                          (a)(1)(A) ...........................................................  5.02
                          (a)(1)(B) ...........................................................  5.13
                          (a)(2) ..............................................................  Not Applicable
                          (b) .................................................................  5.08

Section 3.17              (a)(1) ..............................................................  5.03
                          (a)(2) ..............................................................  5.04
                          (b) .................................................................  10.03

Section 3.18              (a) .................................................................  1.07
</TABLE>


                                     - ii -
<PAGE>   4
                  RESTATED INDENTURE, dated as of _____________, 1991, between
BROWNING-FERRIS INDUSTRIES, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), having
its principal office at 757 N. Eldridge, Houston, Texas 77079, and FIRST CITY,
TEXAS-HOUSTON, NATIONAL ASSOCIATION, a national banking association duly
organized and existing under the laws of the United States of America, as
Trustee (herein called the "Trustee"), having its principal corporate trust
office at 1301 Fannin, 21st floor, Houston, Texas 77002.

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Restated 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 Restated
Indenture provided.

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

                                 MUTUAL RECITALS

                  The parties entered into an Indenture dated January 15, 1985,
and pursuant to Section 9.01 of Article Nine of the Indenture, entered into the
First Supplemental Indenture dated February 16, 1991 and the Second Supplemental
Indenture dated March 13, 1991, meeting all requirements prescribed by law, the
Certificate of Incorporation of the Company, and all conditions necessary to
make the Indenture a valid, binding, and legal instrument for the benefit of the
Holders of Securities.

                  This Restated Indenture incorporates the provisions,
representations, and covenants set forth in the First Supplemental Indenture and
the Second Supplemental Indenture.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:
<PAGE>   5
                                  ARTICLE ONE
                       DEFINITIONS AND OTHER PROVISIONS OF
                               GENERAL APPLICATION

                  SECTION 1.01. Definitions.

                  For all purposes of this Restated 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 such
                           computation; and

                  (4)      the words, "herein", "hereof" and "hereunder" and
                           other words of similar import refer to this Restated
                           Indenture as a whole and not to any particular
                           Article, Section or other subdivision.

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

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease involved in such Sale
and Leaseback Transaction, as determined in good faith by the Company), of the
obligation of the lessee thereunder for net rental payments (excluding, however,
any amounts required to be paid by such lessee, whether or not designated as
rent or additional rent, on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges or any amounts
required to be paid by such lessee thereunder contingent upon monetary inflation
or the amount of sales, maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges) during the remaining term of such lease
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

                                     - 2 -
<PAGE>   6
                  "Authenticating Agent" means any agent of the Trustee which at
any time shall be appointed and acting pursuant to the provisions of Section
6.14.

                  "Authorized Newspaper" means a newspaper of general
circulation in the relevant area, printed in the English language and
customarily published on each business day, whether or not published on
Saturdays, Sundays or holidays. Whenever successive weekly publications in an
Authorized Newspaper are authorized hereunder, they may be made (unless
otherwise expressly provided herein) on the same or different days of the week
and in the same or in different Authorized Newspapers.

                  "Board of Directors" means the board of directors of the
Company or the executive committee or any other 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 or pursuant to law, regulation or executive order to close.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, 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 corporation shall have become
such pursuant to the applicable provisions of this Restated Indenture, and
thereafter "Company" shall mean such successor corporation.

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

                  "Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles and (b) all
current liabilities; all as reflected in the Company's latest audited
consolidated balance sheet contained in the Company's most


                                     - 3 -
<PAGE>   7
recent annual report to its stockholders prior to the time as of which
"Consolidated Net Tangible Assets" shall be determined.

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

                  "Corporation" includes corporations, associations, companies
and business trusts.

                  "Debt" means indebtedness for borrowed money.

                  "Defaulted Interest" has the meaning specified in Section
3.07.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such series by the Company
pursuant to Section 3.01 or otherwise appointed by the Company as a successor to
such Person in the event such Person is unwilling or unable to continue to serve
in such capacity.

                  "Event of Default" has the meaning specified in Section 5.01.

                  "Global Security" means a Security in the form prescribed in
Section 2.03 evidencing all or part of a series of Securities, which in each
case have the same terms, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary or nominee.

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

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

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

                  "Lien" shall mean any mortgage, pledge, security interest,
lien or other encumbrance.

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

                                     - 4 -
<PAGE>   8
                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or any Vice President, and by the
Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant
Controller or Assistant Secretary, of the Company, and delivered to the Trustee.
Each such Officers' Certificate shall contain the statements provided in Section
1.02, if applicable.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Company. Each Opinion of Counsel shall
contain the statements provided in Section 1.02, if applicable.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02.

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

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

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

         (iii)    Securities which have been paid pursuant to Section 3.06 or in
                  exchange for or in lieu of which other Securities have been
                  authenticated and delivered pursuant to this Restated
                  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 been
         given any request, demand, authorization, direction, notice, consent or
         waiver hereunder, the principal amount of an Original Issue Discount
         Security that shall be deemed to be Outstanding for such purposes shall
         be the amount of the principal thereof that would be due and payable as
         of the date of such determination upon a declaration of acceleration of
         the maturity thereof pursuant to Section 5.02, and Securities


                                     - 5 -
<PAGE>   9
         owned by the Company or any other obligator upon the Securities or any
         affiliate of the Company or of such other obligor shall be disregarded
         and deemed not to be Outstanding, except that, in determining whether
         the Trustee shall be protected in relying upon any such request,
         demand, authorization, direction, notice, consent or waiver, only
         Securities which 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 (and premium, if any) or interest on any Securities on
behalf of the Company.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, 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 premium, if
any) and interest on the Securities of that series are payable as specified in
accordance with Section 3.01.

                  "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 3.06 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 Property" means any waste processing, waste
disposal or resource recovery plant or similar facility located within the
United States of America (other than its territories and possessions and Puerto
Rico) and owned by, or leased to, the Company or any Restricted Subsidiary,
except (a) any such plant or facility (i) owned or leased jointly or in common
with one or more persons other than the Company and its Subsidiaries, in which
the interest of the Company and its Restricted Subsidiaries does not exceed 50%,
or (ii) which the Board of Directors determines in good faith is not of material
importance to the total business conducted, or assets owned, by the Company and
its Subsidiaries as an entirety, or (b) any portion of any such plant or
facility which the Board of Directors determines in good faith not to be of
material importance to the use or operation thereof.

                                     - 6 -
<PAGE>   10
                  "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Restated 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
Restated 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 3.01, which date shall be the last day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the fifteenth day of the calendar month, and shall mean the fifteenth
day of the calendar month preceding such Interest Payment Date if such Interest
Payment Date is the first day of a calendar month, whether or not such day shall
be a Business Day.

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller or any assistant
controller 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.

                  "Restated Indenture" means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.01.

                  "Restricted Subsidiary" means any Subsidiary substantially in
all the property of which is located, or substantially all of the business of
which is carried on, within the United States of America (excluding its
territories and possessions and Puerto Rico).

                  "Sale and Leaseback Transaction" has the meaning specified in
Section 10.06.

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

                                     - 7 -
<PAGE>   11
                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

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

                  "Subsidiary" means any corporation of which the Company
directly or indirectly owns or controls stock which under ordinary circumstances
(not dependent upon the happening of a contingency) has voting power to elect a
majority of the board of directors of such corporation.

                  "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 Restated Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and in force at the date as of which this instrument was executed,
except as provided in Section 9.05.

                  "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 1.02. Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Restated Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Restated Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Restated Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

                                     - 8 -
<PAGE>   12
                  Every certificate or opinion (other than a certificate
provided pursuant to Section 7.04(4)) with respect to compliance with a
condition or covenant provided for in this Restated Indenture shall include:

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

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

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

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

                  SECTION 1.03. 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 representation
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 representation 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


                                     - 9 -
<PAGE>   13
under this Restated Indenture, they may, but need not, be consolidated and form
one instrument.

                  SECTION 1.04. Acts of Holders.

(a)      Any request, demand, authorization, direction, notice, consent, waiver
         or other action provided by this Restated Indenture to be given or
         taken by Holders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Holders in
         person or by agent duly appointed in writing; and, except as herein
         otherwise expressly provided, such action shall become effective when
         such instrument or instruments are delivered to the Trustee and, where
         it is hereby expressly required, to the Company. Such instrument or
         instruments (and the action embodied therein and evidenced thereby) are
         herein sometimes referred to as the "Act" of the Holders signing such
         instrument or instruments. Proof of execution of any such instrument or
         of a writing appointing any such agent shall be sufficient for any
         purpose of this Restated Indenture and (subject to Section 6.01)
         conclusive in favor of the Trustee and the Company, if made in the
         manner provided in this Section.

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

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

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

                  SECTION 1.05. 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 Restated Indenture to be made upon, given or furnished to, or filed with,

                                     - 10 -
<PAGE>   14
                  (1)      the Trustee by any Holder or by the Company shall be
                           made, given, furnished or filed in writing to or with
                           the Trustee at its Corporate Trust Office and unless
                           otherwise herein expressly provided, any such
                           document shall be deemed to be sufficiently made,
                           given, furnished or filed upon its receipt by a
                           Responsible Officer of the Trustee, or

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

                  SECTION 1.06. Notice to Holders; Waiver.

                  Where this Restated 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, and not earlier than the earliest
date, 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 Restated
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 1.07. Conflict With Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
any other provision hereof which is required to be included in this Restated
Indenture, or is deemed applicable to this Restated Indenture, by any of the
provisions of the Trust Indenture Act, such required provisions shall control.

                                     - 11 -
<PAGE>   15
                  SECTION 1.08. 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 1.09. Successors and Assigns.

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

                  SECTION 1.10. Separability Clause.

                  In case any provision in this Restated 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.

                  SECTION 1.11. Benefits of Indenture.

                  Nothing in this Restated 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 Restated Indenture.

                  SECTION 1.12. Governing Law.

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

                  SECTION 1.13. 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 Restated Indenture or
of the Securities) payment of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                     - 12 -
<PAGE>   16
                                  ARTICLE TWO
                                 SECURITY FORMS

                  SECTION 2.01. Forms Generally.

                  The Securities of each series shall be in substantially the
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 Restated Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any action taken pursuant thereto, which Board Resolution or record of such
action shall have attached thereto a true and correct copy of the form of
Security approved by or pursuant to such Board Resolution, 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
3.03 for the authentication and delivery of such Securities.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

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

                  SECTION 2.02. Form of Trustee's Certificate of Authentication.

                  This is one of the Securities of the series designated therein
issued under the within-mentioned Restated Indenture.

[full name of Trustee]
as Trustee


By:
    ----------------------------------------
                Authorized Officer

                  SECTION 2.03. Additional Provisions Required in Global
Security.

                  Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.01 and 2.02, bear a legend in substantially
the following form:

                                     - 13 -
<PAGE>   17
         This Security is a Global Security within the meaning of the Restated
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. This Security is exchangeable
         for Securities registered in the name of a person other than the
         Depositary or its nominee only in the limited circumstances described
         in the Restated Indenture and may not be transferred except as a whole
         by the Depositary to a nominee of such Depositary or by a nominee of
         such Depositary to such Depositary or another nominee of such
         Depositary or by such Depositary or any such nominee to a successor of
         such Depositary or a nominee of such successor."

                                     - 14 -
<PAGE>   18
                                 ARTICLE THREE
                                 THE SECURITIES

                  SECTION 3.01. Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Restated 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 set forth 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
                           all other Securities);

                  (2)      any limit upon the aggregate principal amount of the
                           Securities of the series which may be authenticated
                           and delivered under this Restated 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 3.04, 3.05, 3.06, 9.06 or 11.07);

                  (3)      the date or dates on which the principal (and
                           premium, if any) of the Securities of the series is
                           payable or the method of determination thereof;

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

                  (5)      the place or places where the principal of (and
                           premium, if any) and interest, if any, on the
                           Securities of the series shall be payable and the
                           office or agency for the Securities of the series
                           maintained by the Company pursuant to Section 10.02;

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

                  (7)      the obligation, if any, of the Company to redeem or
                           purchase Securities of the series pursuant to any
                           sinking fund or analogous provisions or at the option
                           of a Holder thereof and the period or


                                     - 15 -
<PAGE>   19
                           periods within which, the price or prices at which
                           and the terms and conditions upon which Securities of
                           the series shall be redeemed or purchased, in whole
                           or in part, pursuant to such obligation;

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

                  (9)      if other than the principal amount thereof, the
                           portion of the principal amount of Securities of the
                           series which shall be payable upon declaration of
                           acceleration of the Maturity thereof pursuant to
                           Section 5.02;

                  (10)     the application, if any, of Section 4.03;

                  (11)     any deletions or modifications of or additions to the
                           Events of Default set forth in Section 5.01 or
                           covenants of the Company set forth in Article Ten
                           pertaining to the Securities of the series;

                  (12)     the form of the Securities of the series;

                  (13)     whether the Securities of the series shall be issued
                           in whole or in part in the form of one or more Global
                           Securities and, in such case, the Depositary for such
                           Global Security or Securities, which Depositary shall
                           be a clearing agency registered under the Securities
                           Exchange Act of 1934, as amended; and

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

                  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 such Board Resolution and set forth in such Officers' Certificate
or in any such indenture supplemental hereto.

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

                  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 together with such Board Resolution 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.

                                     - 16 -
<PAGE>   20
                  SECTION 3.02. Denominations.

                  The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof. Securities of each
series shall be numbered, lettered or otherwise distinguished in such manner or
in accordance with such plan as the officers of the Company executing the same
may determine with the approval of the Trustee.

                  SECTION 3.03. Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents and by
its Secretary or one of its Assistant Secretaries, 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 Restated 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 said
Securities.

                  Notwithstanding the provisions of the preceding paragraph,
with respect to Securities of a series constituting a medium-term note program,
the Trustee shall authenticate and deliver Securities of such series for
original issue from time to time in an aggregate principal amount not to exceed
that established for such series and otherwise pursuant to such procedures
acceptable to the Trustee as may be specified from time to time by a Company
Order. The maturity dates, original issue dates, interest rates and any other
terms of the Securities of such series shall be determined by or pursuant to
such procedures. Such Company Order may authorize authentication and delivery
pursuant to oral instructions from the Company or its duly authorized agent,
which instructions shall be promptly confirmed in writing; provided, however,
notwithstanding the provisions of Section 3.01 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 3.01, or the Company Order or the Opinion of Counsel
otherwise required pursuant to this Section 3.03, at or prior to the time of


                                     - 17 -
<PAGE>   21
authentication of each Security of such series if such documents are delivered
at or prior to the time of authentication upon original issuance of the first
Security of such series.

                  In authenticating Securities and accepting the additional
responsibilities under this Restated Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon:

                  (1)      an Officers' Certificate, complying with Section
                           1.02, to the effect that, to the best knowledge of
                           the signers of such certificate, no Event of Default
                           with respect to any series of Securities shall have
                           occurred and be continuing; and

                  (2)      an Opinion of Counsel, complying with Section 1.02,
                           to the effect that:

                           (a)      the form of such Securities has been
                                    established in conformity with the
                                    provisions of this Restated Indenture;

                           (b)      the terms of such Securities have been
                                    established in conformity with the
                                    provisions of this Restated Indenture; and

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

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

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Restated 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,


                                     - 18 -
<PAGE>   22
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Restated Indenture.

                  SECTION 3.04. 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 a like principal
amount of definitive Securities of the same series of authorized denominations.
Such exchange shall be made by the Company at its expense and without any charge
therefor. Until so exchanged the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Restated Indenture as
definitive Securities of such series.

                  SECTION 3.05. Registration; Registration of Transfer and
Exchange.

                  The Company shall cause to be kept for each series of
Securities at one of the offices or agencies maintained pursuant to Section
10.02 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 such Securities and of transfers of such Securities. Said office
or agency is hereby appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

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

                                     - 19 -
<PAGE>   23
                  In no case shall there be more than one Security Register for
a series of Securities.

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

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Restated 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 3.04, 9.06 or 11.07 not involving any
transfer.

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

                  Notwithstanding the foregoing, any Global Security shall be
exchangeable pursuant to this Section 3.05 for Securities registered in the
names of Persons other than the Depositary for such Security or its nominee only
if (i) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and the Company fails to appoint a successor
Depositary for such Global Security within 90 days after the Company receives
such notice or becomes aware of such event, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable, or (iii)


                                     - 20 -
<PAGE>   24
there shall have occurred and be continuing an Event of Default or an event
which, with the giving of notice or lapse of time, or both, would constitute an
Event of Default with respect to the Securities. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as the Depositary shall direct.

                  Except as provided in the immediately preceding paragraph, a
Global Security may not be transferred except as a whole by the Depositary with
respect to such Global Security to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or
by such Depositary or any such nominee to a successor of such Depositary or a
nominee of such successor.

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

                  SECTION 3.06. 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 upon its request 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.

                                     - 21 -
<PAGE>   25
                  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 Restated Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

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

                  SECTION 3.07. Payment of Interest, Interest Rights Preserved.

                  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; provided, however, that with respect to Securities of a series
constituting a medium-term note program, interest payable on any such Security
on the date of Stated Maturity of principal thereof shall be payable to the
Person to whom the principal shall be payable.

                  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 as to 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


                                     - 22 -
<PAGE>   26
                           15 days and not less than 10 days prior to the date
                           of the proposed payment and not less than 10 days
                           after the receipt by the Trustee of the notice of the
                           proposed payment. The Trustee shall promptly notify
                           the Company of such Special Record Date and, in the
                           name and at the expense of the Company, shall cause
                           notice of the proposed payment of such Defaulted
                           Interest and the Special Record Date therefor to be
                           mailed, first-class postage prepaid, to each Molder
                           of Securities of such series at his address as it
                           appears in the Security Register, not less than 10
                           days prior to such Special Record Date. Notice of the
                           proposed payment of such Defaulted 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 Restated Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

                  SECTION 3.08. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 3.07) interest on such Security and for all
other purposes whatsoever, whether or not such Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  Notwithstanding the foregoing, with respect to any Global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depositary or impair , as between a
Depositary and holders of beneficial


                                     - 23 -
<PAGE>   27
interests in any Global Security, the operation of customary practices governing
the exercise of the rights of the Depositary as Holder of such Global Security.

                  SECTION 3.09. Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and 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 Restated Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.

                  SECTION 3.10. Computation of Interest.

                  Except as otherwise specified as contemplated by Section 3.01
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.

                                     - 24 -
<PAGE>   28


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

            SECTION 4.01. Satisfaction and Discharge of Indenture.

            This Restated 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 Restated 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 3.06 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 10.03) have been delivered to the Trustee for
                    cancellation; or

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

                    (i)     have become due and payable, or

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

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


                    and the Company, in the case of (i), (ii) or (iii) above,
                    has deposited or caused to be deposited with the Trustee as
                    trust funds in trust for the purpose an amount sufficient to
                    pay and discharge the entire indebtedness on such Securities
                    not theretofore delivered to the Trustee for cancellation,
                    for principal (and premium, if any) 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;



                                     - 25 -
<PAGE>   29
            (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 Restated Indenture have been
                complied with.

            Notwithstanding the satisfaction and discharge of this Restated
Indenture, the obligations of the Company to the Trustee under Section 6.07 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 4.02
and the last paragraph of Section 10.03 shall survive.

            SECTION 4.02. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.03,
all money deposited with the Trustee pursuant to Sections 4.01 and 4.03 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Restated Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

            SECTION 4.03. Satisfaction, Discharge and Defeasance of Securities
                          of Any Series.

            If this Section is specified, as contemplated by Section 3.01, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of any
such series and the Trustee, at the expense of the Company and upon Company
Request, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when

            (1) either

                (a) with respect to all Outstanding Securities of such series,

                    (i)     the Company has deposited or caused to be deposited
                            with the Trustee as trust funds in trust for the
                            purpose an amount sufficient to pay and discharge
                            the entire indebtedness on all Outstanding
                            Securities of such series for principal (and
                            premium, if any) and interest to the Stated Maturity
                            or any Redemption Date as



                                     - 26 -
<PAGE>   30
                            contemplated by the penultimate paragraph of this
                            Section, as the case may be; or

                    (ii)    the Company has deposited or caused to be deposited
                            with the Trustee as obligations in trust for the
                            purpose such amount of direct noncallable
                            obligations of, or noncallable obligations the
                            payment of principal of and interest on which is
                            fully guaranteed by, the United States of America,
                            or to the payment of which obligations or guarantees
                            the full faith and credit of the United States of
                            America is pledged, maturing as to principal and
                            interest in such amounts and at such times as will,
                            together with the income to accrue thereon, without
                            consideration of any reinvestment thereof, be
                            sufficient to pay and discharge the entire
                            indebtedness on all Outstanding Securities of such
                            series for principal (and premium, if any) and
                            interest to the Stated Maturity or any Redemption
                            Date as contemplated by the penultimate paragraph of
                            this Section, as the case may be; or

                (e) the Company has properly fulfilled such other means of
                    satisfaction and discharge as is specified, as contemplated
                    by Section 3.01, to be applicable to the Securities of such
                    series; and

            (2) the Company has paid or caused to be paid all other sums payable
                with respect to the outstanding Securities of such series; 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 the entire indebtedness on all
                Outstanding Securities of any such series have been complied
                with.

            Any deposits with Trustee referred to in Section 4.03(1)(a) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.



                                     - 27 -
<PAGE>   31
            Upon the satisfaction of the conditions set forth in this Section
with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Restated Indenture, shall no longer be binding upon,
or applicable to, the Company; provided that, the Company shall not be
discharged from any payment obligations in respect of Securities of such series
which are deemed not to be Outstanding under clause (iii) of the definition
thereof if such obligations continue to be valid obligations of the Company
under applicable law or pursuant to Section 3.05 or 3.06.





                                     - 28 -
<PAGE>   32
                                  ARTICLE FIVE
                                    REMEDIES

            SECTION 5.01. Events of Default.

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

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

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

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

            (4) default in the performance, or breach, of any covenant of the
                Company in this Restated Indenture (other than a covenant or a
                default in whose performance or whose breach is elsewhere in
                this Section specifically dealt with or which has expressly been
                included in this Restated Indenture solely for the benefit of a
                series of Securities other than that series), and continuance of
                such default or breach for a period of 60 days after there has
                been given, by registered or certified mail, to the Company by
                the Trustee or to the Company and the Trustee by the Holders of
                at least 25% in principal amount of the Outstanding Securities
                of that series a written notice specifying such default or
                breach and requiring it to be remedied and stating that such
                notice is a "Notice of Default" hereunder; or

            (5) the entry by a court having jurisdiction in the premises of

                (a) a decree or order for relief in respect of the Company in an
                    involuntary case or proceeding under any applicable Federal
                    or State bankruptcy, insolvency, reorganization or other
                    similar law or


                                     - 29 -
<PAGE>   33
                (f) a decree or order adjudging the Company a bankrupt or
                    insolvent, or approving as properly filed a petition seeking
                    reorganization, arrangement, adjustment or composition of or
                    in respect of the Company under any applicable Federal or
                    State law, or appointing a custodian, receiver, liquidator,
                    assignee, trustee, sequestrator or other similar official of
                    the Company or of any substantial part of its property, or
                    ordering the winding up or liquidation of its affairs, and
                    the continuance of any such decree or order for relief or
                    any such other decree or order unstayed and in effect for a
                    period of 90 consecutive days; or

            (6) the commencement by the Company of a voluntary case or
                proceeding under any applicable Federal or State bankruptcy,
                insolvency, reorganization or other similar law or of any other
                case or proceeding to be adjudicated a bankrupt or insolvent, 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 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 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 5.02. Acceleration of Maturity; Rescission and Annulment.

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



                                     - 30 -
<PAGE>   34
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

                (g) 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 interest thereon at the rate
                    or rates prescribed therefore in such Securities,

                (h) 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

                (i) 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 has become due solely by such declaration of
                acceleration, have been cured or waived or provided in Section
                5.13.

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

            SECTION 5.03. 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



                                     - 31 -
<PAGE>   35
                for the period of grace provided for with respect to such
                Security,

            (2) default is made in the payment of the principal of (or premium,
                if any, on) any Security at the Maturity thereof, and such
                default continues for any period of grace provided for with
                respect to such Security, or

            (3) default is made in the deposit of any sinking fund payment, when
                and as due by the terms of a Security,

                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 premium,
                if any) and interest and, to the extent that payment of such
                interest shall be legally enforceable, interest on any overdue
                principal (and premium, if any) and on any overdue interest, 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 advance of
                the Trustee, its agents and counsel.

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

            If an Event of Default 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 Restated Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

            SECTION 5.04. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as



                                     - 32 -
<PAGE>   36
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

            (ii) 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 6.07.

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

            SECTION 5.05. Trustee May Enforce Claims Without Possession of
                          Securities.

            All rights of action and claims under this Restated 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.



                                     - 33 -
<PAGE>   37
            SECTION 5.06. Application of Money Collected.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, 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 6.07;

            SECOND:     To the payment of the amounts then due and unpaid for
                        principal of (and premium, if any) 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 premium, if any) and interest,
                        respectively; and

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

            SECTION 5.07. 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 Restated
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

            (1) an Event of Default with respect to Securities of such series
                shall have occurred and be continuing and such Holder has
                previously given written notice to the Trustee of such
                continuing Event of Default;

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

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

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

            (5) no direction inconsistent with such written request has been
                given to



                                     - 34 -
<PAGE>   38
                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 whatsoever by virtue
                of, or by availing of, any provision of this Restated Indenture
                (including without limitation the provisions of Section 5.12) 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 Restated Indenture, except in the manner herein
                provided and for the equal and ratable benefit of all of such
                Holders.

            SECTION 5.08. Unconditional Right of Holders to Receive Principal,
                          Premium and Interest.

            Notwithstanding any other provision in this Restated Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

            SECTION 5.09. Restoration of Rights and Remedies.

            If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Restated 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 through no such proceeding had been instituted.

            SECTION 5.10. 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 3.06, 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.



                                     - 35 -
<PAGE>   39
            SECTION 5.11. 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 any 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 5.12. Control by Holders.

            The Holders of not less than 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 Restated Indenture,

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

            (3) subject to the provisions of Section 6.01, the Trustee shall
                have the right to decline to follow any such direction if the
                Trustee in good faith shall, by a Responsible Officer or
                Officers of the Trustee, determine that the action so directed
                would involve the Trustee in personal liability.

            SECTION 5.13. 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 (premium, if any) 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 with respect
to such series, and any Event of Default with respect to such series arising
therefrom shall be



                                     - 36 -
<PAGE>   40
deemed to have been cured for every purpose of this Restated
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

            SECTION 5.14. Undertaking for Costs.

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

            SECTION 5.15. Waiver of Stay or Extension Laws.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Restated 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.



                                     - 37 -
<PAGE>   41
                                   ARTICLE SIX
                                   THE TRUSTEE

            SECTION 6.01. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

            (1) the Trustee undertakes to perform such duties and only such
                duties as are specifically set forth in this Restated Indenture,
                and no implied covenants or obligations shall be read into this
                Restated Indenture against the Trustee; and

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

(b) In case an Event of Default with respect to the Securities of any series has
    occurred and is continuing, the Trustee shall exercise such of the rights
    and powers vested in it by this Restated Indenture with respect to such
    series, and use the same degree of care and skill in their exercise, as a
    prudent man would exercise or use under the circumstances in the conduct of
    his own affairs.

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

            (1) this Subsection shall not be construed to limit the effect of
                Subsection (a) of this Section;

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

            (3) the Trustee shall not be liable with respect to any action taken
                or omitted to be taken by it in good faith in accordance with
                the direction of the Holders of a majority in principal amount
                of the Outstanding Securities of any series, given pursuant to
                Section 512, relating to the time, method and place of
                conducting any proceeding for any remedy available to the
                Trustee, or exercising any trust or



                                     - 38 -
<PAGE>   42
            power conferred upon the Trustee, under this Restated Indenture with
            respect to the Securities of such series.

(d) No provision of this Restated 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 its
    rights or powers, if it shall have reasonable grounds for believing that
    repayment of such funds or adequate indemnity against such risk or liability
    is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this
    Restated 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 6.02. Notice of Defaults.

            Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 5.01(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence of
an Event of Default. 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 6.03. Certain Rights of Trustee.

            Subject to the provisions of Section 6.01:

(a) 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;



                                     - 39 -
<PAGE>   43
(b) any request or direction of the Company mentioned herein shall be
    sufficiently evidenced by a Company Request or Company Order and any
    resolution of the Board of Directors may be sufficiently evidenced by a
    Board Resolution;

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

(d) the Trustee may consult with counsel and the 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;

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

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

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

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

            SECTION 6.04. Not Responsible for Recitals or Issuance of
                          Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the



                                     - 40 -
<PAGE>   44
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Restated Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

            SECTION 6.05. May Hold Securities.

            The Trustee, 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 6.08 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

            SECTION 6.06. Money Held in Trust.

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

            SECTION 6.07. Compensation and Reimbursement.

            The Company agrees

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

            (2) except as otherwise expressly provided herein, to reimburse the
                Trustee upon its request for all reasonable expenses,
                disbursements and advances incurred or made by the Trustee in
                accordance with any provision of this Restated 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.



                                     - 41 -
<PAGE>   45
            As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of, premium, if any, or interest, if
any, on particular Securities.

            SECTION 6.08. Disqualification; Conflicting Interests.

(a) If Trustee has or shall acquire any conflicting interest, as defined in this
    Section, with respect to the Securities of any series, within 90 days after
    ascertaining that it has such conflicting interest, and if the default, as
    defined in this Section, to which such conflicting interest relates has not
    been cured or duly waived or otherwise eliminated before the end of such
    90-day period, the Trustee shall either eliminate such conflicting interest
    or, except as otherwise provided below, resign with respect to that series,
    and the Company shall take prompt steps to have a successor appointed in the
    manner provided in Section 6.10.

(b) If the Trustee shall fail to comply with the provisions of Subsection (a) of
    this Section with respect to the Securities of any series, the Trustee
    shall, within 10 days after the expiration of such 90-day period, transmit
    by mail to all Holders of Securities of that series, as their names and
    addresses appear in the Security Register, notice of such failure and,
    subject to the provisions of Section 5.14, unless the Trustee's duty to
    resign is stayed as provided below, any Holder who has been a bona fide
    holder of Securities for at least six months may, on behalf of himself and
    all others similarly situated, petition any court of competent jurisdiction
    for the removal of the Trustee and the appointment of a successor, if the
    Trustee fails, after written request thereof by such Holder to comply with
    the provisions of Subsection (a).

    Except in the case of a default in the payment of the principal of or
    interest on any Security, or in the payment of any sinking or purchase fund
    installment, the Trustee shall not be required to resign as provided by this
    Section if the Trustee shall have sustained the burden of proving, on
    application to the Commission and after opportunity for hearing thereon,
    that (i) the default under the Restated Indenture may be cured or waived
    during a reasonable period and under the procedures described in such
    application, and (ii) a stay of the Trustee's duty to resign will not be
    inconsistent with the interests of the Holders of the Securities.

    The filing of such an application shall automatically stay the performance
    of the duty to resign until the Commission orders otherwise. Any resignation
    of the Trustee shall become effective only upon the appointment of a
    successor Trustee in accordance with the provisions of Section 6.10 and such
    successor's acceptance of such an appointment.



                                     - 42 -
<PAGE>   46
(c)      For the purposes of this Section, the Trustee shall be deemed to have a
         conflicting interest with respect to the Securities of any series if
         the Securities of such series are in default (as determined in
         accordance with the provisions of Section 5.01, but exclusive of any
         period of grace or requirement of notice) and

                  (1)      the Trustee is trustee under this Restated Indenture
                           with respect to the Outstanding Securities of any
                           series other than that series or is trustee under
                           another indenture under which any other securities,
                           or certificates of interest or participation in any
                           other securities, of the Company are outstanding,
                           unless such other indenture is a collateral trust
                           indenture under which the only collateral consists of
                           Securities issued under this Restated Indenture,
                           provided, that there shall be excluded from the
                           operation of this paragraph this Restated Indenture
                           with respect to the Securities of any series other
                           than that series or any indenture or indentures under
                           which other securities, or certificates of interest
                           or participation in other securities, of the Company
                           are outstanding, if

         (i)      this Restated Indenture and such other indenture or indentures
                  (and all series of securities issuable thereunder) are wholly
                  unsecured and rank equally and such other indenture or
                  indentures are hereafter qualified under the Trust Indenture
                  Act, unless the Commission shall have found and declared by
                  order pursuant to Section 3.05(b) or Section 3.07(c) of the
                  Trust Indenture Act that differences exist between the
                  provisions of this Restated Indenture with respect to
                  Securities of that series and one or more other series or the
                  provisions of such other indenture or indentures which are so
                  likely to involve a material conflict of interest as to make
                  it necessary in the public interest or for the protection of
                  investors to disqualify the Trustee from acting as such under
                  this Restated Indenture with respect to the Securities of that
                  series and such other series or under such other indenture or
                  indentures, or

         (ii)     the Company shall have sustained the burden of proving, on
                  application to the Commission and after opportunity for
                  hearing thereon, that trusteeship under this Restated
                  Indenture with respect to the Securities of that series and
                  such other series or such other indenture or indentures is not
                  so likely to involve a material conflict of interest as to
                  make it necessary in the public interest or for the protection
                  of investors to disqualify the Trustee from acting as such
                  under this Restated Indenture with respect to the Securities
                  of that series and such other series or under such other
                  indenture or indentures;

                  (2)      the Trustee or any of its directors or executive
                           officers is an underwriter for the Company;



                                     - 43 -
<PAGE>   47
                  (3)      the Trustee directly or indirectly controls or is
                           directly or indirectly controlled by or is under
                           direct or indirect common control with an underwriter
                           for the Company;

                  (4)      the Trustee or any of its directors or executive
                           officers is a director, officer, partner, employee,
                           appointee or representative of the Company, or of an
                           underwriter (other than the Trustee itself) for the
                           Company who is currently engaged in the business of
                           underwriting, except that (i) one individual may be a
                           director or an executive officer or both, of the
                           Trustee and a director or an executive officer, or
                           both, of the Company but may not be at the same time
                           an executive officer of both the Trustee and the
                           Company; (ii) if and so long as the number of
                           directors of the Trustee in office is more than nine,
                           one additional individual may be a director or an
                           executive officer, or both, of the Trustee and a
                           director of the Company; and (iii) the Trustee may be
                           designated by the Company or by any underwriter for
                           the Company to act in the capacity of transfer agent,
                           registrar, custodian, paying agent, fiscal agent,
                           escrow agent or depository, or in any other similar
                           capacity, or, subject to the provisions of paragraph
                           (1) of this Subsection, to act as trustee, whether
                           under an indenture or otherwise;

                  (5)      10% or more or the voting securities of the Trustee
                           is beneficially owned either by the Company or by an
                           director, partner or executive officer thereof, or
                           20% or more of such voting securities if beneficially
                           owned, collectively, by any two or more of such
                           persons; or 10% or more of the voting securities of
                           the Trustee is beneficially owned either by an
                           underwriter for the Company or by any director,
                           partner or executive officer thereof, or is
                           beneficially owned, collectively, by any two or more
                           such persons;

                  (6)      the Trustee is the beneficial owner of, or holds as
                           collateral security for an obligation which is in
                           default (as hereinafter in this Subsection defined),
                           (i) 5% or more of the voting securities, or 10% or
                           more of any other class of security, of the Company
                           not including the Securities issued under this
                           Restated Indenture and securities issued under any
                           other indenture under which the Trustee is also
                           trustee, or (ii) 10% or more of any class of security
                           of an underwriter for the Company;

                  (7)      the Trustee is the beneficial owner of, or holds as
                           collateral security for an obligation which is in
                           default (as hereinafter in this Subsection defined),
                           5% or more of the voting securities of any person
                           who, to the knowledge of the Trustee, owns 10% or
                           more of the voting



                                     - 44 -
<PAGE>   48
                           securities of, or controls directly or indirectly or
                           is under direct or indirect common control with, the
                           Company;

                  (8)      the Trustee is the beneficial owner of, or holds as
                           collateral security for an obligation which is in
                           default (as hereinafter in this Subsection defined),
                           10% or more of any class of security or any person
                           who, to the knowledge of the Trustee, owns 50% or
                           more of the voting securities of the Company;

                  (9)      the Trustee owns, on the date of default (as
                           determined in accordance with the provisions of
                           Section 5.01, but exclusive of any period of grace or
                           requirement of notice) or on any anniversary of such
                           default while such default remains outstanding, in
                           the capacity of executor, administrator, testamentary
                           or inter vivos trustee, guardian, committee or
                           conservator, or in any other similar capacity, an
                           aggregate of 25% or more of the voting securities, or
                           of any class of security, of any person, the
                           beneficial ownership of a specified percentage of
                           which would have constituted a conflicting interest
                           under paragraphs (6), (7) or (8) of this Subsection.
                           As to any such securities of which the Trustee
                           acquired ownership through becoming executor,
                           administrator or testamentary trustee of an estate
                           which included them, the provisions of the preceding
                           sentence shall not apply, for a period of two years
                           from the date of such acquisition, to the extent that
                           such securities included in such estate do not exceed
                           25% of such voting securities or 25% of any such
                           class of security. Promptly after the dates of any
                           such default and annually in each succeeding year
                           that the Securities remain in default, the Trustee
                           shall make a check of its holdings of such securities
                           in any of the above-mentioned capacities as of such
                           dates. If the Company fails to make payment in full
                           of the principal of (or premium, if any) or interest
                           on any of the Securities when and as the same becomes
                           due and payable, and such failure continues for 30
                           days thereafter, the Trustee shall make a prompt
                           check of its holdings of such securities in any of
                           the above-mentioned capacities as of the date of the
                           expiration of such 30-day period, and after such
                           date, notwithstanding the foregoing provisions of
                           this paragraph, all such securities so held by the
                           Trustee, with sole or joint control over such
                           securities vested in it, shall, but only so long as
                           such failure shall continue, be considered as though
                           beneficially owned by the Trustee for the purposes of
                           paragraphs (6), (7) and (8) of this Subsection; or

                  (10)     except under the circumstances described in
                           paragraphs (1), (3), (4),



                                     - 45 -
<PAGE>   49
                (5) or (6) of Section 6.13(b), the Trustee shall be or shall
                become a creditor of the Company.

            For purposes of this Subsection, the term "series of securities" or
      "series" means a series, class or group of securities issuable under an
      indenture pursuant to whose terms holders of one such series may vote to
      direct the Trustee, or otherwise take action pursuant to a vote of such
      holders separately from holders of another such series; provided, that
      "series of securities" or "series" shall not include any series of
      securities issuable under an indenture if all such series rank equally and
      are wholly unsecured.

            The specification of percentages in paragraphs (5) to (9),
      inclusive, of this Subsection shall not be construed as indicating that
      the ownership of such percentages of the securities of a person is or is
      not necessary or sufficient to constitute direct or indirect control for
      the purposes of paragraphs (3) or (7) of this Subsection.

            For the purposes of the paragraphs (6), (7), (8) and (9) of this
      Subsection only, (i) the terms "security" and "securities" shall include
      only such securities as are generally known as corporate securities, but
      shall not include any note or other evidence of indebtedness issued to
      evidence an obligation to repay monies lent to a person by one or more
      banks, trust companies or banking firms, or any certificate of interest or
      participation in any such note or evidence of indebtedness; (ii) an
      obligation shall be deemed to be in default" when a default in payment of
      principal shall have continued for 30 days or more and shall not have been
      cured; and (iii) the Trustee shall not be deemed to be the owner or holder
      of (A) any security which it holds as collateral security, as trustee or
      otherwise, for an obligation which is not in default as defined in clause
      (ii) above, or (B) any security which it holds as collateral security
      under this Restated Indenture, irrespective of any default hereunder, or
      (C) any security which it holds as agent for collection, or as custodian,
      escrow agent or depository, or in any similar representative capacity.

(d)   For the purposes of this Section:

            (1) The term "underwriter", when used with reference to the Company,
                means every person who, within a one-year period prior to the
                time as of which the determination is made, has purchased from
                the Company with a view to, or has offered or sold for the
                Company in connection with, the distribution of any security of
                the Company outstanding at such time, or has participated or has
                had a direct or indirect participation in any such undertaking,
                or has participated or has had a participation in the direct or
                indirect underwriting of any such undertaking, but such term
                shall not include a person whose



                                     - 46 -
<PAGE>   50
                interest was limited to a commission from an underwriter or
                dealer not in excess of the usual and customary distributor's or
                seller's commission.

            (2) the term "director" means any director of a corporation or any
                individual performing similar functions with respect to any
                organization, whether incorporated or unincorporated.

            (3) The term "person" means an individual, a corporation, a
                partnership, an association, a joint-stock company, a trust, an
                unincorporated organization or a government or political
                subdivision thereof. As used in this paragraph, the term "trust"
                shall include only a trust where the interest or interests of
                the beneficiary or beneficiaries are evidenced by a security.

            (4) The term "voting security" means any security presently
                entitling the owner or holder thereof to vote in the direction
                or management of the affairs of a person, or any security issued
                under or pursuant to any trust, agreement or arrangement whereby
                a trustee or trustees or agent or agents for the owner or holder
                of such security are presently entitled to vote in the direction
                or management of the affairs of a person.

            (5) The term "Company" means any obligor upon the Securities.

            (6) The term "executive officer" means the president, every vice
                president, every trust officer, the cashier, the secretary and
                the treasurer of a corporation, and any individual customarily
                performing similar functions with respect to any organization
                whether incorporated or unincorporated, but shall not include
                the chairman of the board of directors.

(e) The percentages of voting securities and other securities specified in this
    Section shall be calculated in accordance with the following provisions:

            (1) A specified percentage of the voting securities of the Trustee,
                the Company or any other person referred to in this Section
                (each of whom is referred to as "a person" in this paragraph)
                means such amount of the outstanding voting securities of such
                person as entitles the holder or holders thereof to cast such
                specified percentage of the aggregate votes which the holders of
                all the outstanding voting securities of such person are
                entitled to cast in the direction or management of the affairs
                of such person.



                                     - 47 -
<PAGE>   51
            (2) A specified percentage of a class of securities of a person
                means such percentage of the aggregate amount of securities of
                the class outstanding.

            (3) The term "amount", when used in regard to securities, means the
                principal amount if relating to evidences of indebtedness, the
                number of shares if relating to capital shares and the number of
                units if relating to any other kind of security.

            (4) The term "outstanding" means issued and not held by or for the
                account of the issuer. The following securities shall not be
                deemed outstanding within the meaning of this definition:

                    (i)     securities of an issuer held in a sinking fund
                            relating to securities of the issuer of the same
                            class;

                    (ii)    securities of an issuer held in a sinking fund
                            relating to another class of securities of the
                            issuer, if the obligation evidenced by such other
                            class of securities is not in default as to
                            principal or interest or otherwise;

                    (iii)   securities pledged by the issuer thereof as security
                            for an obligation of the issuer not in default as to
                            principal or interest or otherwise; and

                    (iv)    securities held in escrow if placed in escrow by the
                            issuer thereof;

                provided, however, that any voting securities of an issuer shall
                be deemed outstanding if any person other than the issuer is
                entitled to exercise the voting rights thereof.

            (5) A security shall be deemed to be of the same class as another
                security if both securities confer upon the holder or holders
                thereof substantially the same rights and privileges; provided,
                however, that, in the case of secured evidences of indebtedness,
                all of which are issued under a single indenture, differences in
                the interest rates or maturity dates of various series thereof
                shall not be deemed sufficient to constitute such series
                different classes and provided, further, that, in the case of
                unsecured evidences of indebtedness, differences in the interest
                rates or maturity dates thereof shall not be deemed sufficient
                to constitute them securities of different classes, whether or
                not they are issued under a single indenture.



                                     - 48 -
<PAGE>   52
            SECTION 6.09. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to the supervision and examination by Federal or
State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor upon the Securities or a Person directly or indirectly controlling,
controlled by, or under common control with such obligor shall serve as Trustee
upon the Securities. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

            SECTION 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor
    Trustee pursuant to this Article shall become effective until the acceptance
    of appointment by the successor Trustee in accordance with the applicable
    requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities of one or
    more series by giving written notice thereof to the Company. If the
    instrument of acceptance by a successor Trustee required by Section 6.11
    shall not have been delivered to the resigning Trustee within 30 days after
    the giving of such notice of resignation, the resigning Trustee may petition
    any court of competent jurisdiction for the appointment of a successor
    Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the Securities of any
    series by Act of the Holders of a majority in principal amount of the
    Outstanding Securities of such series, delivered to the Trustee and to the
    Company.

(d) If at any time:

            (1) the Trustee shall fail to comply with Section 6.08(a) 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 for a series shall cease to be eligible under
                Section 6.09 and shall fail to resign after written request
                therefor by the Company



                                     - 49 -
<PAGE>   53
                or by any Holder of Securities of such series, 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, conversation or
                liquidation,

            then, in any such case, (i) the Company by a Board Resolution may
            remove the Trustee with respect to all Securities, or (ii) subject
            to Section 5.14, 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.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if
    a vacancy shall occur in the office of Trustee for any cause, with respect
    to the Securities of one or more series, the Company, by a Board Resolution,
    shall promptly appoint a successor Trustee or Trustees with respect to the
    Securities of that or those series (it being understood that any such
    successor Trustee may be appointed with respect to the Securities of one or
    more or all of such series and that at any time there shall be only one
    Trustee with respect to the Securities of any particular series) and such
    successor Trustee or Trustees shall comply with the applicable requirements
    of Section 6.11. 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 6.11,
    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 6.11, 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.

(f) The Company shall give notice of each resignation and each removal of the
    Trustee with respect to the Securities of any series and each appointment of
    a successor Trustee with respect to the Securities of any series by mailing
    written notices of such event by first-class mail, postage prepaid, to all
    Holders of



                                     - 50 -
<PAGE>   54
    Securities of such series as their names and addresses appear in the
    Security Register. 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 6.11. Acceptance of Appointment by Successor.

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

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



                                     - 51 -
<PAGE>   55
    or any successor Trustee, such retiring Trustee shall duly assign, transfer
    and deliver to such successor Trustee all property and money held by such
    retiring Trustee hereunder with respect to the Securities of that or those
    series to which the appointment of such successor Trustee relates.

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

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

            SECTION 6.12. 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 6.13. Preferential Collection of Claims Against Company.

(a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall
    become a creditor, directly or indirectly, secured or unsecured, of the
    Company within three months prior to a default, as defined in Subsection (c)
    of this Section, or subsequent to such a default, then, unless and until
    such default shall be cured, the Trustee shall set apart and hold in a
    special account for the benefit of the Trustee individually, the Holders of
    the Securities and the holders of other indenture securities, as defined in
    Subsection (c) of this Section:

            (1) an amount equal to any and all reductions in the amount due and
                owing upon any claim as such creditor in respect of principal or
                interest, effected after the beginning of such three months'
                period and valid as against the Company and its other creditors,
                except any such reduction resulting from the receipt or
                disposition of any



                                     - 52 -
<PAGE>   56
                property described in paragraph (2) of this Subsection, or from
                the exercise of any right of set-off which the Trustee could
                have exercised if a petition in bankruptcy had been filed by or
                against the Company upon the date of such default; and

            (2) all property received by the Trustee in respect of any claims as
                such creditor, either as security therefor, or in satisfaction
                or composition thereof or otherwise, after the beginning of such
                three months' period, or an amount equal to the proceeds of any
                such property, if disposed of, subject, however, to the rights,
                if any, of the Company and its other creditors in such property
                or such proceeds.

    Nothing herein contained, however, shall affect the right of the Trustee:

                              (A)       to retain for its own account (i)
                                        payments made on account of any such
                                        claim by any Person (other than the
                                        Company) who is liable thereon, and (ii)
                                        the proceeds of the bona fide sale of
                                        any such claim by the Trustee to a third
                                        Person, and (iii) distributions made in
                                        cash, securities or other property in
                                        respect of claims filed against the
                                        Company in bankruptcy or receivership or
                                        in proceedings for reorganization
                                        pursuant to the Federal Bankruptcy Act
                                        or applicable State law;

                              (B)       to realize, for its own account, upon
                                        any property held by it as security for
                                        any such claim, if such property was so
                                        held prior to the beginning of such
                                        three months' period;

                              (C)       to realize, for its own account, but
                                        only to the extent of the claim
                                        hereinafter mentioned, upon any property
                                        held by it as security for any such
                                        claim, if such claim was created after
                                        the beginning of such three months'
                                        period and such property was received as
                                        security therefor simultaneously with
                                        the creation thereof, and if the Trustee
                                        shall sustain the burden of proving that
                                        at the time such property was so
                                        received the Trustee had no reasonable
                                        cause to believe that a default, as
                                        defined in Subsection (c) of this
                                        Section, would occur within three
                                        months; or



                                     - 53 -
<PAGE>   57
                              (D)       to receive payment on any claim referred
                                        to in paragraph (B) or (C), against the
                                        release of any property held as security
                                        for such claim as provided in paragraph
                                        (B) or (C), as the case may be, to the
                                        extent of the fair value of such
                                        property.

    For the purposes of paragraphs (B), (C) and (D), property substituted after
    the beginning of such three months' period for property held as security at
    the time of such substitution shall, to the extent of the fair value of the
    property released, have the same status as the property released and, to the
    extent that any claim referred to in any of such paragraphs is created in
    renewal of or in substitution for or for the purpose of repaying or
    refunding any pre-existing claim of the Trustee as such creditor, such claim
    shall have the same status as such pre-existing claim.

    If the Trustee shall be required to account, the funds and property held in
    such special account and the proceeds thereof shall be apportioned among the
    Trustee, the Holders and the holders of other indenture securities in such
    manner that the Trustee, the Holders and the holders of other indenture
    securities realize, as a result of payments from such special account and
    payments of dividends on claims filed against the Company in bankruptcy or
    receivership or in proceedings for reorganization pursuant to the Federal
    Bankruptcy Act or applicable State law, the same percentage of their
    respective claims, figured before crediting to the claim of the Trustee
    anything on account of the receipt by it from the Company of the funds and
    property in such special account and before crediting to the respective
    claims of the Trustee and the Holders and holders of other indenture
    securities dividends on claims filed against the Company in bankruptcy or
    receivership or in proceedings for reorganization pursuant to the Federal
    Bankruptcy Act or applicable State law, but after crediting thereon receipts
    on account of the indebtedness represented by their respective claims from
    all sources other than from such dividends and from the funds and property
    so held in such special account. As used in this paragraph, with respect to
    any claim, the term "dividends" shall include any distribution with respect
    to such claim, in bankruptcy or receivership or proceedings for
    reorganization pursuant to the Federal Bankruptcy Act or applicable State
    law, whether such distribution is made in cash, securities or other
    property, but shall not include any such distribution with respect to the
    secured portion, if any, of such claim. The court in which such bankruptcy,
    receivership or proceedings for reorganization is pending shall have
    jurisdiction (i) to apportion among the Trustee, the Holders and the holders
    of other indenture securities, in accordance with the provisions of this
    paragraph, the funds and property held in such special account and proceeds
    thereof, or (ii) in lieu of such apportionment, in whole or in part, to give
    to the provisions of this paragraph due consideration in determining the
    fairness of the distributions to be



                                     - 54 -
<PAGE>   58
    made to the Trustee and the solders and the holders of other indenture
    securities with respect to their respective claims, in which event it shall
    not be necessary to liquidate or to appraise the value of any securities or
    other property held in such special account or as security for any such
    claim, or to make a specific allocation of such distributions as between the
    secured and unsecured portions of such claims, or otherwise to apply the
    provisions of this paragraph as a mathematical formula.

    Any Trustee which has resigned or been removed after the beginning of such
    three months' period shall be subject to the provisions of this Subsection
    as though such resignation or removal had not occurred. If any Trustee has
    resigned or been removed prior to the beginning of such three months'
    period, it shall be subject to the provisions of this Subsection if and only
    if the following conditions exist:

    (i)  the receipt of property or reduction of claim, which would have given
         rise to the obligation to account, if such Trustee had continued as
         Trustee, occurred after the beginning of such three months' period; and

    (ii) such receipt of property or reduction of claim occurred within three
         months after such resignation or removal.

(b) There shall be excluded from the operation of Subsection (a) of this Section
    a creditor relationship arising from:

         (1)      the ownership or acquisition of securities issued under any
                  indenture, or any security or securities having a maturity of
                  one year or more at the time of acquisition by the Trustee;

         (2)      advances authorized by a receivership or bankruptcy court of
                  competent jurisdiction or by this Restated Indenture, for the
                  purpose of preserving any property which shall at any time be
                  subject to the lien of this Restated Indenture or of
                  discharging tax liens or other prior liens or encumbrances
                  thereon, if notice of such advances and of the circumstances
                  surrounding the making thereof is given to the Holders at the
                  time and in the manner provided in this Restated Indenture;

         (3)      disbursements made in the ordinary course of business in the
                  capacity of trustee under an indenture, transfer agent,
                  registrar, custodian, paying agent, fiscal agent or
                  depository, or other similar capacity;

         (4)      an indebtedness created as a result of services rendered or
                  premises rented; or an indebtedness created as a result of
                  goods or securities



                                     - 55 -
<PAGE>   59
                  sold in a cash transaction, as defined in Subsection (c) of
                  this Section;

         (5)      the ownership of stock or other securities of a corporation
                  organized under the provisions of Section 25(a) of the Federal
                  Reserve Act, as amended, which is directly or indirectly a
                  creditor of the Company; and

         (6)      the acquisition, ownership, acceptance or negotiation of any
                  drafts, bills of exchange, acceptances or obligations which
                  fall within the classification of self-liquidating paper, as
                  defined in Subsection (c) of this Section.

(c)   For the purpose of this Section only:

         (1)      the term "default" means any failure to make payment in full
                  of the principal of (or premium, if any) or interest on any of
                  the Securities or upon the other indenture securities when and
                  as such principal or interest becomes due and payable;

         (2)      the term "other indenture securities" means securities upon
                  which the Company is an obligor outstanding under any other
                  indenture (i) under which the Trustee is also trustee, (ii)
                  which contains provisions substantially similar to the
                  provisions of this Section, and (iii) under which a default
                  exists at the time of the apportionment of the funds and
                  property held in such special account;

         (3)      the term "cash transaction" means any transaction in which
                  full payment f or goods or securities sold is made within
                  seven days after delivery of the goods or securities in
                  currency or in checks or other orders drawn upon banks or
                  bankers and payable upon demand;

         (4)      the term "self-liquidating paper" means any draft, bill of
                  exchange, acceptance or obligation which is made, drawn,
                  negotiated or incurred by the Company for the purpose of
                  financing the purchase, processing, manufacturing, shipment,
                  storage or sale of goods, wares or merchandise and which is
                  secured by documents evidencing title to, possession of, or a
                  lien upon, the goods, wares or merchandise or the receivables
                  or proceeds arising from the sale of the goods, wares or
                  merchandise previously constituting the security, provided the
                  security is received by the Trustee simultaneously with the
                  creation of the creditor relationship with the Company arising
                  from the making, drawing, negotiating or incurring of the
                  draft, bill of exchange, acceptance or obligation;




                                     - 56 -
<PAGE>   60
                  (5)      the term "Company" means any obligor upon the
                           Securities; and

                  (6)      the term "Federal Bankruptcy Act" means the
                           Bankruptcy Act or Title 11 of the United States Code.


                  SECTION  6.14.   Authenticating Agents.


                  There may be an Authenticating Agent or Authenticating Agents
with respect to one or more series of Securities appointed by the Trustee from
time to time with power to act on its behalf and subject to its direction in
connection with the authentication and delivery of Securities of such series
issued upon exchange, transfer or redemption thereof as fully to all intents and
purposes as though such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities, and Securities so authenticated shall be
entitled to the benefits of this Restated Indenture and shall be valid and
obligatory for all purposes as though authenticated by the Trustee hereunder.
For all purposes of this Restated Indenture (except in the case of original
issuance of the Securities and the issuance of Securities in replacement of
lost, stolen, mutilated or destroyed Securities), the authentication and
delivery of Securities by an Authenticating Agent appointed pursuant to the
provisions of this Section shall be deemed to be the authentication and delivery
of such Securities "by the Trustee," and whenever this Restated Indenture
provides (except in the case of original issuance of the Securities and the
issuance of Securities in replacement of lost, stolen, mutilated or destroyed
Securities) that "the Trustee shall authenticate and deliver" Securities, such
authentication and delivery by any Authenticating Agent shall be deemed to be
authentication and delivery by the Trustee. Any such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of the
United States of America or any State or the District of Columbia, with a
combined capital and surplus of at least ten million dollars and authorized
under such laws to act as an authenticating agent, duly registered to act as
such, if and to the extent required by applicable law and subject to supervision
or examination by Federal, State or District of Columbia authority. If such
corporation publishes reports of its condition at least annually, pursuant to
law or the requirements of such authority, then for the purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
to act as such in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect herein specified in this
Section.

                  Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall be the successor of
the Authenticating Agent hereunder, if such successor corporation is otherwise
eligible to act as such in accordance with the provisions of this



                                     - 57 -
<PAGE>   61
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent or such successor corporation.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon
receiving such a notice or resignation or upon a termination, or in case at any
time any Authenticating Agent shall cease to be eligible to act as such in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent. Upon the appointment, at any time after the
original issuance of any of the Securities, of any successor, additional or new
Authenticating Agent, the Trustee shall give written notice of such appointment
to the Company and shall at the expense of the Company mail notice of such
appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment pursuant to the provisions of this Section shall become vested with
all the rights, powers, duties and obligations of its predecessors hereunder,
with like effect as if initially named as an Authenticating Agent herein. No
successor Authenticating Agent shall be appointed unless eligible to act as such
in accordance with the provisions of this Section.

                  Any Authenticating Agent by the acceptance of its appointment
shall be deemed to have represented to the Trustee that it is eligible for
appointment as Authenticating Agent under this Section and to have agreed with
the Trustee that: it will perform and carry out the duties of an Authenticating
Agent as herein set forth, including among other things the duties to
authenticate and deliver Securities when presented to it in connection with
exchanges, registrations of transfer or redemptions thereof; it will keep and
maintain, and furnish to the Trustee from time to time as requested by the
Trustee, appropriate records of all transactions carried out by it as
Authenticating Agent and will furnish the Trustee such other information and
reports as the Trustee may reasonably require; and it will notify the Trustee
promptly if it shall cease to be eligible to act as Authenticating Agent in
accordance with the provisions of this Section. Any Authenticating Agent by the
acceptance of its appointment shall be deemed to have agreed with the Trustee to
indemnify the Trustee against any loss, liability or expense incurred by the
Trustee and to defend any claim asserted against the Trustee by reason of any
acts or failures to act of such Authenticating Agent, but such Authentication
Agent shall have no liability for any action taken by it in accordance with the
specific written direction of the Trustee.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation and expenses for its services (to the
extent such compensation is not paid by the Company), and the Trustee shall be
entitled to be reimbursed for such payments subject to the provisions of Section
6.07.


                                     - 58 -
<PAGE>   62
                  The provisions of Sections 1.04, 6.03(a), (b), (c), (d), (f)
and (g), 6.04 and 6.07 (insofar as they pertain to indemnification) shall inure
to the benefit of each Authenticating Agent to the same extent that they inure
to the benefit of the Trustee.


                                     - 59 -
<PAGE>   63
                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION  7.01.  Company to Furnish Trustee Names and Addresses
                                  of Holders.

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

(a)      semi-annually, not later than January 15 and July 15 in each year, a
         list, in such form as the Trustee may reasonably require, of the names
         and addresses of the Holders of each series as of the preceding January
         1 or July 1, as the case may be, and

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

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

                  SECTION  7.02.   Preservation of Information; Communications
                                   to Holders.

(a)      The Trustee shall preserve, in as current a form as is reasonably
         practicable, the names and addresses of Holders of each series
         contained in the most recent list furnished to the Trustee as provided
         in Section 7.01 and the names and addresses of Holders of each series
         received by the Trustee in its capacity as Security Registrar. The
         Trustee may destroy any list furnished to it as provided in Section
         7.01 upon receipt of a new list so furnished.

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

         (i)      afford such applicants access to the information preserved at
                  the time by the Trustee in accordance with Section 7.02(a), or


                                     - 60 -
<PAGE>   64
         (ii)     inform such applicants as to the approximate number of Holders
                  of Securities of such series whose names and addresses appear
                  in the information preserved at the time by the Trustee in
                  accordance with Section 7.02(a), and as to the approximate
                  cost of mailing to such Holders the form of proxy or other
                  communication, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
         information, the Trustee shall, upon the written request of such
         applicants, mail to each Holder of Securities of such series whose name
         and address appear in the information preserved at the time by the
         Trustee in accordance with Section 7.02(a) a copy of the form of proxy
         or other communication which is specified in such request, with
         reasonable promptness after a tender to the Trustee of the material to
         be mailed and of payment, or provision for the payment, of the
         reasonable expenses of mailing, unless within five days after such
         tender the Trustee shall mail to such applicants and file with the
         Commission, together with a copy of the material to be mailed, a
         written statement to the effect that, in the opinion of the Trustee,
         such mailing would be contrary to the best interest of the Holders of
         such series or would be in violation of applicable law. Such written
         statement shall specify the basis of such opinion. If the Commission,
         after opportunity for a hearing upon the objections specified in the
         written statement so filed, shall enter an order refusing to sustain
         any of such objections or if, after the entry of an order sustaining
         one or more of such objections, the Commission shall find, after notice
         and opportunity for hearing, that all the objections so sustained have
         been met and shall enter an order so declaring, the Trustee shall mail
         copies of such material to all such Holders with reasonable promptness
         after the entry of such order and the renewal of such tender; otherwise
         the Trustee shall be relieved of any obligation or duty to such
         applicants respecting their application.

(c)      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 the disclosure of any such information as to the names and
         addresses of the Holders in accordance with Section 7.02(b), regardless
         of the source from which such information was derived, and that the
         Trustee shall not be held accountable by reason of mailing any material
         pursuant to a request made under Section 7.02(b).

                  SECTION  7.03.   Reports by Trustee.

(a)      On or before January 15 of each year commencing with the year 1986, the
         Trustee shall transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, a brief report dated as of
         the preceding November 15 with respect to any of the following events
         which may have occurred within the last 12


                                     - 61 -
<PAGE>   65
         months (but if no such event has occurred within such period, no report
         need be transmitted):

                  (1)      any change to its eligibility under Section 6.09 and
                           its qualifications under Section 6.08;

                  (2)      the creation of or any material change to a
                           relationship specified in paragraphs (i) through (x)
                           of Section 6.08;

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

                  (4)      the amount, interest rate and maturity date of all
                           other indebtedness owing by the Company (or by any
                           other obligor on the Securities) to the Trustee in
                           its individual capacity, on the date of such report,
                           with a brief description of any property held as
                           collateral security therefor, except an indebtedness
                           based upon a creditor relationship arising in any
                           manner described in Section 6.13(b)(2), (3), (4) or
                           (6);

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

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

                  (7)      any action taken by the Trustee in the performance of
                           its duties hereunder which it has not previously
                           reported and which in its opinion materially affects
                           the Securities, except action in respect of a
                           default, notice of which has been or is to be
                           withheld by the Trustee in accordance with Section
                           6.02.

(b)      The Trustee shall transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, a brief report with respect
         to the character and amount of any advances (and if the Trustee elects
         so to state, the circumstances surrounding the making thereof) made by
         the Trustee (as such) since the date of the last report transmitted
         pursuant to Subsection (a) of this Section (or if no such


                                     - 62 -
<PAGE>   66
         report has yet been so transmitted, since the date of execution of this
         instrument) for the reimbursement of which it claims or may claim a
         lien or charge, prior to that of the Securities, on property or funds
         held or collected by it as Trustee and which it has not previously
         reported pursuant to this Subsection, except that the Trustee shall not
         be required (but may elect) to report such advances if such advances
         remaining unpaid at any time aggregate 10% or less of the principal
         amount of the Securities Outstanding at such time, such report to be
         transmitted within 90 days after such time.

(c)      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.

                  SECTION  7.04.   Reports by Company.

                  The Company shall:

                  (1)      file with the Trustee, within 15 days after the
                           Company is required to file the same with the
                           Commission, copies off the annual reports and of the
                           information, documents and other reports (or copies
                           of such portions of any of the foregoing as the
                           Commission may from time to time by rules and
                           regulations prescribe) which the Company may be
                           required to file with the Commission pursuant to
                           Section 13 or Section 15(d) of the Securities
                           Exchange Act of 1934, as amended; or, if the Company
                           is not required to file information, documents or
                           reports pursuant to either of said Sections, then it
                           shall file with the Trustee and the Commission, in
                           accordance with the rules and regulations prescribed
                           from time to time by the Commission, such of the
                           supplementary and periodic information, documents and
                           reports which may be required pursuant to Section 13
                           of the Securities Exchange Act of 1934, as amended,
                           in respect of a security listed and registered on a
                           national securities exchange as may be prescribed
                           from time to time in such rules and regulations;

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

                  (3)      transmit by mail to all Holders, as their names and
                           addresses appear in the Security Register, within 30
                           days after the filing thereof with


                                     - 63 -
<PAGE>   67
                           the Trustee, such summaries of any information,
                           documents and reports required to be filed by the
                           Company pursuant to paragraphs (1) and (2) of this
                           Section as may be required by rules and regulations
                           prescribed from time to time by the Commission; and

                  (4)      furnish to the Trustee, not less often than annually,
                           a brief certificate from the principal executive
                           officer, principal financial officer or principal
                           accounting officer as to his or her knowledge of the
                           Company's compliance with all conditions and
                           covenants under the Restated Indenture. For purposes
                           of this paragraph, such compliance shall be
                           determined without regard to any period of grace or
                           requirement of notice provided under the Restated
                           Indenture.


                                     - 64 -
<PAGE>   68
                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION  8.01.   Company May Consolidate, Etc., Only on
                                   Certain Terms.

                  The Company shall not consolidate with or merge into any other
corporation 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 corporation or convey, transfer or lease
                           its properties and assets substantially as an
                           entirety to any Person, the corporation formed by
                           such consolidation or into which the Company is
                           merged or the Person which acquires by conveyance or
                           transfer, or which leases, the properties and assets
                           of the Company substantially as an entirety shall be
                           a corporation organized and existing under the laws
                           of the United States of America, any State thereof or
                           the District of Columbia and shall expressly assume,
                           by an indenture supplemental hereto, executed and
                           delivered to the Trustee, in form satisfactory to the
                           Trustee, the due and punctual payment of the
                           principal of (and premium, if any) and interest on
                           all the Securities and the performance of every
                           covenant of this Restated 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 a 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
                           Restated Indenture, the Company or such successor
                           corporation or 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


                                     - 65 -
<PAGE>   69
                  (4)      if a supplemental indenture is required in connection
                           with such transaction, the Company shall have
                           delivered to the Trustee an Officers' Certificate and
                           an Opinion of Counsel, each stating that such
                           consolidation, merger, conveyance, transfer or lease
                           and such supplemental indenture comply with this
                           Article and that all conditions precedent herein
                           provided for relating to such transaction have been
                           complied with.

                  SECTION  8.02.   Successor Corporation Substituted.

                  Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor corporation 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 Restated Indenture with the same effect as
if such successor corporation had been named as the Company herein, and
thereafter, except in the case of such lease, the predecessor corporation shall
be relieved of all obligations and covenants under this Restated Indenture and
the Securities and may be liquidated and dissolved.


                                     - 66 -
<PAGE>   70
                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

                  SECTION  9.01.   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 corporation 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 with respect
                           to all or any series of the Securities (and, if such
                           Event of Default is applicable to less than all
                           series of Securities specifying the series to which
                           such Event of Default is applicable); or

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

                  (5)      to change or eliminate any of the provisions of this
                           Restated Indenture, provided that any such change or
                           elimination shall become effective only when there is
                           no Security Outstanding of any series created prior
                           to the execution of such supplemental --------
                           indenture which is adversely affected by such change
                           in or elimination of such provision; or

                  (6)      to establish the form or terms of Securities of any
                           series as permitted by Sections 2.01 and 3.01; or

                  (7)      to evidence and provide for the acceptance of
                           appointment hereunder by a successor Trustee with
                           respect to the Securities of one or more series and
                           to add to or change any of the provisions of this
                           Restated Indenture as shall be necessary to provide
                           for or facilitate the




                                     - 67 -
<PAGE>   71
                           administration of the trusts hereunder by more than
                           one Trustee, pursuant to the requirements of Section
                           6.11(b); or

                  (8)      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 Restated Indenture,
                           provided such other provisions as may be made shall
                           not adversely affect the interests of the Holders of
                           Securities of any series in any material respect.

                  SECTION  9.02.   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 Restated Indenture or of modifying in any manner the rights
of the Holders of Securities of such series under this Restated Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
                           any installment of principal of or interest on, any
                           Security, or reduce the principal amount thereof or
                           the rate of interest thereon or any premium payable
                           upon the redemption thereof, or reduce the amount of
                           the principal of an Original Issue Discount Security
                           that would be due and payable upon a declaration of
                           acceleration of the Maturity thereof pursuant to
                           Section 5.02, or change any Place of Payment where,
                           or the coin or currency in which, any Security or any
                           premium or the 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 Restated Indenture or certain
                           defaults hereunder and their consequences) provided
                           for in this Restated Indenture, or

                  (3)      modify any of the provisions of this Section, Section
                           5.13 or Section 10.07, except to increase any such
                           percentage or to provide with


                                     - 68 -
<PAGE>   72
                           respect to any particular series the right to
                           condition the effectiveness of any supplemental
                           indenture as to that series on the consent of the
                           Holders of a specified percentage of the aggregate
                           principal amount of Outstanding Securities of such
                           series (which provision may be made pursuant to
                           Section 3.01 without the consent of any Holder) or to
                           provide that certain other provisions of this
                           Restated 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 10.07, or the deletion of
                           this proviso, in accordance with the requirements of
                           Sections 6.11(b) and 9.01(7).

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Restated Indenture which was expressly
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 Restated 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.

         6        SECTION 9.03.    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 Restated Indenture, the Trustee shall be
entitled to receive (in addition to the opinion which the Trustee is entitled to
receive pursuant to Section 3.03), and (subject to Section 6.01) 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 Restated
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Restated Indenture or otherwise.

                  SECTION  9.04.    Effect of Supplemental Indentures.

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


                                     - 69 -
<PAGE>   73
                  SECTION  9.05.   Conformity With Trust Indenture Act.

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

                  SECTION  9.06.   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.


                                     - 70 -
<PAGE>   74
                                   ARTICLE TEN
                                    COVENANTS

                  SECTION  10.01.  Payment of Principal, Premium and Interest.

                  The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Restated Indenture.

                  SECTION  10.02.  Maintenance of Office or Agency.

                  The Company will maintain an office or agency in each Place of
Payment for each series of Securities where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Restated
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and of any change in the location, of such office or
agency. The Corporate Trust Office of First City National Bank of Houston shall
be such agency in the City of Houston, Texas, and the principal corporate trust
office of each Paying Agent, if any, with respect to a series of securities
shall be such agency in the city where such office is located unless in any case
the Company shall maintain some other office or agency for such purpose and give
the Trustee written notice of the location thereof. If at any time the Company
shall fail to maintain such office or agency in each Place of Payment 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 or the principal corporate trust office of the Paying
Agent, if any, in the Borough of Manhattan, City and State of New York, as the
case may be, and the Company hereby appoints the Trustee and the Paying Agent,
if any, in the Borough of Manhattan, City and State of New York, its agents to
receive all such presentations, surrenders, notices and demands.

                  SECTION  10.03.  Money for Payment of Securities to be Held in
                                   Trust.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest on any of the Securities of
such series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or 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
(and premium(1) if any) or interest on any Securities, deposit with a Paying
Agent a sum sufficient to pay the




                                     - 71 -
<PAGE>   75
principal, premium, if any, or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium, if
any, or interest, 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 and
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

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

                  (2)      give the Trustee notice of any default by the Company
                           (or any other obligor upon the Securities of such
                           series) in the making of any such payment of
                           principal, premium, if any, or interest; and

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Restated 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 (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for three years after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on Company Request, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified



                                     - 72 -
<PAGE>   76
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  10.04.  Statement as to Compliance.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement signed by the Chairman of the
Board, the President, a Vice President or the Treasurer of the Company stating
that:

                  (1)      a review of the activities of the Company during such
                           year and of performance under this Restated Indenture
                           has been made under his supervision; and

                  (2)      to the best of his knowledge, based on such review,
                           the Company has fulfilled all its obligations under
                           this Restated Indenture throughout such year, or, if
                           there has been a default in the fulfillment of any
                           such obligation, specifying each such default known
                           to him and the nature and status thereof.

                  SECTION  10.05.  Limitation on Liens.

(a)      Except as otherwise provided in Subsection (b) of this Section, the
         Company shall not, and shall not permit any Restricted Subsidiary to,
         issue, assume or guarantee any Debt secured by a Lien upon any
         Principal Property of the Company or any Restricted Subsidiary or upon
         any shares of stock or Debt of any Restricted Subsidiary (whether such
         Principal Property, shares of stock or Debt are now owned or hereafter
         acquired) without in any such case effectively providing concurrently
         with the issuance, assumption or guaranty of any such Debt that the
         Securities (together with, if the Company shall so determine, any other
         indebtedness of or guaranty by the Company or such Restricted
         Subsidiary then existing or thereafter created which is not subordinate
         to the Securities) shall be secured equally and ratably with (or, at
         the option of the Company, prior to) such Debt, so long as such Debt
         shall be so secured; provided, however, that nothing in this Section
         10.05 shall prevent, restrict or apply to (and there shall be excluded
         from secured Debt in any computation under this Section 10.05) Debt
         secured by:

                  (1)      Liens on property, shares of stock or indebtedness of
                           any corporation existing at the time such corporation
                           becomes a Restricted Subsidiary or arising thereafter
                           (i) otherwise than in connection with the borrowing
                           of money arranged thereafter and (ii) pursuant to
                           contractual commitments entered into prior to and not
                           in contemplation of such corporation's becoming a
                           Restricted Subsidiary;



                                     - 73 -
<PAGE>   77
                  (2)      Liens on any property (including shares of stock or
                           Debt) existing at the time of acquisition thereof
                           (including acquisition through merger or
                           consolidation) or securing the payment of all or any
                           part of the purchase price or construction cost
                           thereof or securing any Debt incurred prior to, at
                           the time of or within 180 days after, the acquisition
                           of such property, shares of stock or Debt or the
                           completion of any such construction, whichever is
                           later, for the purpose of financing all or any part
                           of the purchase price or construction cost thereof
                           (provided such Liens are limited to such property,
                           improvements thereon and the land upon which such
                           property and improvements are located and any other
                           property not then constituting a Principal Property);

                  (3)      Liens on any property to secure all or any part of
                           the cost of development, operation, construction,
                           alteration, repair or improvement of all or any part
                           of such property, or to secure Debt incurred prior
                           to, at the time of or within 180 days after, the
                           completion of such development, operation,
                           construction, alteration, repair or improvement,
                           whichever is later, for the purpose of financing all
                           or any part of such cost (provided such Liens are
                           limited to such property, improvements thereon and
                           the land upon which such property and improvements
                           are located and any other property not then
                           constituting a Principal Property);

                  (4)      Liens which secure Debt owing by a Restricted
                           Subsidiary to the Company or to another Restricted
                           Subsidiary or by the Company to a Restricted
                           Subsidiary;

                  (5)      Liens securing indebtedness of a corporation which
                           becomes a successor of the Company in accordance with
                           the provisions of Article Eight;

                  (6)      Liens on property of the Company or a Restricted
                           Subsidiary in favor of the United States of America
                           or any State thereof, or any department, agency or
                           instrumentality or political subdivision of the
                           United States of America or any State thereof, or in
                           favor of any other country or any political
                           subdivision thereof, to secure partial, progress,
                           advance or other payments pursuant to any contract or
                           statute or to secure any indebtedness incurred for
                           the purpose of financing all or any part of the
                           purchase price or the cost of construction of the
                           property subject to such Liens, or in favor of any
                           trustee or mortgagee for the benefit of holders of
                           indebtedness of any such entity incurred for any such
                           purpose;



                                     - 74 -
<PAGE>   78
                  (7)      Liens incurred in connection with pollution control,
                           sewage or solid waste disposal, industrial revenue or
                           similar financings;

                  (8)      Liens existing at January 15, 1985; and

                  (9)      any extension, renewal or replacement (or successive
                           extensions, renewals or replacements), in whole or in
                           part, of any Lien referred to in the foregoing
                           clauses (1) to (8), inclusive, or of any Debt secured
                           thereby; provided that such extension, renewal or
                           replacement Lien shall be limited to all or any part
                           of the same property that secured the Lien extended,
                           renewed or replaced (plus any improvements on such
                           property) and shall secure no larger amount of Debt
                           than that existing at the time of such extension,
                           renewal or replacement.

(b)      Notwithstanding any foregoing provisions of this Section 10.05, the
         Company and any one or more Restricted Subsidiaries may issue, assume
         or guarantee Debt secured by a Lien which would otherwise be subject to
         the foregoing restrictions if at the time it does so (the "Incurrence
         Time") the aggregate amount of such Debt plus all other Debt of the
         Company and its Restricted Subsidiaries secured by a Lien which would
         otherwise be subject to the foregoing restrictions (not including Debt
         permitted to be secured under clauses (1) through (9) above), plus the
         aggregate Attributable Debt (determined as of the Incurrence Time) of
         Sale and Leaseback Transactions (other than Sale and Leaseback
         Transactions permitted by Subsections (a) and (b) of Section 10.06)
         entered into after January 15, 1985 and in existence at the Incurrence
         Time (less the aggregate amount of proceeds of such Sale and Leaseback
         Transactions which shall have been applied in accordance with
         Subsection (d) of Section 10.06), does not exceed 10% of Consolidated
         Net Tangible Assets.

                  SECTION  10.06. Limitation on Sale and Leaseback Transactions.

                  The Company shall not itself, and shall not permit any
Restricted Subsidiary to, enter into any arrangements after January 15, 1985
with any bank, insurance company or other lender or investor (other than the
Company or another Restricted Subsidiary) providing for the leasing as lessee by
the Company or any such Restricted Subsidiary of any Principal Property (except
a lease for a temporary period not to exceed three years by the end of which it
is intended the use of such Principal Property by the lessee will be
discontinued), which was or is owned by the Company or a Restricted Subsidiary
and which has been or is to be sold or transferred by the Company or a
Restricted Subsidiary, more than 180 days after the completion of construction
and commencement of full operation thereof by the Company or such Restricted
Subsidiary, to such lender or investor or to any Person to whom funds have been
or are to be




                                     - 75 -
<PAGE>   79
advanced by such lender or investor on the security of such
Principal Property (herein called a "Sale and Leaseback Transaction") unless:

(a)      the Company or such Restricted Subsidiary would (at the time of
         entering into such arrangement) be entitled pursuant to clauses (1)
         through (9) of Subsection (a) of Section 10.05, without equally and
         ratably securing the Securities, to issue, assume or guarantee
         indebtedness secured by a Lien on such Principal Property; or

(b)      such Sale and Leaseback Transaction relates to a landfill or other
         waste disposal site (excluding any plant or similar facility located
         thereon) owned by the Company or such Restricted Subsidiary or which
         the Company or such Restricted Subsidiary has the right to use; or

(c)      the Attributable Debt of the Company and its Restricted Subsidiaries in
         respect of such Sale and Leaseback Transaction and all other Sale and
         Leaseback Transactions entered into after January 15, 1985 (other than
         such Sale and Leaseback Transactions as are permitted by Subsections
         (a), (b) or (d) of this Section 10.06), plus the aggregate principal
         amount of Debt secured by Liens on Principal Properties then
         outstanding (excluding any such Debt secured by Liens covered in
         subdivisions (1) through (9) of Subsection (a) of Section 10.05) which
         do not equally and ratably secure the Securities, would not exceed l0%
         of Consolidated Net Tangible Assets; or

(d)      the Company, within 180 days after the sale or transfer, applies or
         causes a Restricted Subsidiary to apply an amount equal to the greater
         of the net proceeds of such sale or transfer or fair market value of
         the Principal Property so sold and leased back at the time of entering
         into such Sale and Leaseback Transaction (in either case determined by
         the Board of Directors) to the retirement of Securities or other
         indebtedness of the Company (other than indebtedness subordinated to
         the Securities) or indebtedness of a Restricted Subsidiary, for money
         borrowed, having a stated maturity more than 12 months from the date of
         such application or which is extendible at the option of the obligor
         thereon to a date more than 12 months from the date of such
         application, provided that the amount to be so applied shall be reduced
         by (i) the principal amount of Securities delivered within 180 days
         after such sale or transfer to the Trustee for retirement and
         cancellation, and (ii) the principal amount of any such indebtedness of
         the Company or a Restricted Subsidiary other than Securities
         voluntarily retired by the Company or a Restricted Subsidiary within
         180 days after such sale or transfer. Notwithstanding the foregoing, no
         retirement referred to in this subdivision (d) may be affected by
         payment at Maturity.

                  Notwithstanding the foregoing, where the Company or any
Restricted Subsidiary is the lessee in any Sale and Leaseback Transaction,
Attributable Debt shall




                                     - 76 -
<PAGE>   80
not include any Debt resulting from the guarantee by the Company or any other
Restricted Subsidiary of the lessee's obligation thereunder.

                  SECTION  10.07.  Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 10.05 and 10.06 with respect to
the Securities of any series if before or after the time for such compliance the
Holders of at least a majority in principal amount of the Securities of such
series at the time Outstanding shall, by Act of such Holders of Securities,
either waive such compliance in such instance or generally waive compliance with
such covenant 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 covenant or condition shall remain
in full force and effect.

                  SECTION  10.08.  Corporate Existence.

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


                                     - 77 -
<PAGE>   81
                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

                  SECTION  11.01.  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 3.01 for Securities of any
series) in accordance with this Article.

                  SECTION  11.02.  Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series 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 Restated Indenture, the Company shall furnish the Trustee with
an Officers' Certificate evidencing compliance with such restriction.

                  SECTION  11.03.  Selection by Trustee of Securities to be
                                   Redeemed.

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

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

                  For all purposes of this Restated Indenture, unless the
context otherwise requires, all provisions relating to the 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.


                                     - 78 -
<PAGE>   82
                  SECTION  11.04.  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 are to be redeemed, the identification (and,
                           in the case of partial redemption, the principal
                           amounts) of the particular Securities to be redeemed;

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

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

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

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

                  SECTION  11.05.  Deposit of Redemption Price.

                  At or prior to the opening of business on 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 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

                  SECTION  11.06.  Securities Payable on Redemption Date

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




                                     - 79 -
<PAGE>   83
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 installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.07.

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

                  SECTION  11.07.  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
Stated Maturity of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered. If a Global Security is so
surrendered, such new Security so issued shall be a new Global Security.


                                     - 80 -
<PAGE>   84
                                 ARTICLE TWELVE
                                  SINKING FUNDS

                  SECTION  12.01.  Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 3.01 for Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.02. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

                  SECTION  12.02.  Satisfaction of Sinking Fund Payments With
                                   Securities.

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

                  SECTION  12.03.  Redemption of Securities for Sinking Fund.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02 and will also deliver to the Trustee
any Securities to be so delivered. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be




                                     - 81 -
<PAGE>   85
given in the name of and at the expense of the Company in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.06 and 11.07.

                                      * * *

                  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.




                                     - 82 -
<PAGE>   86
                              SIGNATURES AND SEALS

                  IN WITNESS WHEREOF, the parties hereto have caused this
Restated Indenture to be duly executed, and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first above
written.

ATTEST:                                 BROWNING-FERRIS INDUSTRIES, INC.

/s/ Gerald K. Burger                    /s/ Henry L. Hirvela
-----------------------------------     ---------------------------------
        Gerald K. Burger                       Henry L. Hirvela
           Secretary                              Treasurer

(Corporate Seal)

ATTEST:                                   FIRST CITY, TEXAS-HOUSTON,
                                            NATIONAL ASSOCIATION

/s/ Richard R. Cartwright               /s/ Roark Ashie
-----------------------------------     ---------------------------------
Name:  Richard R. Cartwright                     Roark Ashie
Title: Assistant Vice President and          Vice President and
       Trust Officer                            Trust Oficer
(Corporate Seal)


                                     - 83 -
<PAGE>   87
                                 ACKNOWLEDGEMENT


THE STATE OF TEXAS
COUNTY OF HARRIS

            BEFORE ME, the undersigned authority, on this day personally
appeared, Henry L. Hirvela, the Treasurer of Browning-Ferris Industries, Inc.,
known to me to be the person whose name is subscribed to the above and foregoing
instrument of writing, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated,
and as the act and deed of said corporation; and, being by me duly sworn, did
depose and say that he resides at 2 Stagestop Circle, Houston, Texas 77024, that
he is the Treasurer of said corporation, that he knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 17th day of September 1991.


                                             /s/ Lara Abbott
                                            --------------------
                                          Notary Public in and for
                                            Harris County, TEXAS

                                          My commission expires on:

                                                  10/27/91
                                            --------------------
<PAGE>   88
THE STATE OF TEXAS

COUNTY OF HARRIS

            BEFORE ME, the undersigned authority, on this day personally
appeared Roark Ashie, a Vice President and Trust Officer of First City,
Texas-Houston, National Association, known to me to be the person whose name is
subscribed to the above and foregoing instrument of writing, and acknowledged to
me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated, and as the act and deed of said
corporation; and, being by me duly sworn, did depose and say that he resides at
4511 Westray, Missouri City, Texas 77459 that he is a Vice President and Trust
Officer of said corporation, that he knows the seal of said corporation, that
the seal affixed to said instrument is such corporate seal, that it was so
affixed by authority of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 12th day of September 1991.


                                            /s/ Josie L. Hixen
                                           --------------------

                                          Notary Public in and for
                                            Harris County, TEXAS

                                          My commission expires on:

                                                  7-11-92
                                           ---------------------



                                       2