<PAGE>   1
                                                                     EXHIBIT 4.2




                         SHURGARD STORAGE CENTERS, INC.

                                       TO

                           __________________, TRUSTEE





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

                                    INDENTURE

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




                                 DEBT SECURITIES

<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                 <C>
ARTICLE ONE: DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................11

        SECTION 101.  Definitions....................................................11

        SECTION 102.  Compliance Certificates and Opinions...........................20

        SECTION 103.  Form of Documents Delivered to Trustee.........................20

        SECTION 104.  Acts of Holders................................................21

        SECTION 105.  Notices, etc., to Trustee and Company..........................23

        SECTION 106.  Notice to Holders; Waiver......................................23

        SECTION 107.  Counterparts; Effect of Headings and Table of Contents.........24

        SECTION 108.  Successors and Assigns.........................................25

        SECTION 109.  Severability Clause............................................25

        SECTION 110.  Benefits of Indenture..........................................25

        SECTION 111.  Governing Law..................................................25

        SECTION 112.  Legal Holidays.................................................25

        SECTION 113.  Immunity of Stockholders, Directors, Officers
                      and Agents of the Company......................................26

        SECTION 114.  Conflict With Trust Indenture Act..............................26

ARTICLE TWO: SECURITIES FORMS........................................................26

        SECTION 201.  Forms of Securities............................................26

        SECTION 202.  Form of Trustee's Certificate of Authentication................27

        SECTION 203.  Securities Issuable in Global Form.............................27

ARTICLE THREE: THE SECURITIES........................................................28
</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 301.  Amount Unlimited; Issuable in Series...........................28

        SECTION 302.  Denominations..................................................32

        SECTION 303.  Execution, Authentication, Delivery and Dating.................32

        SECTION 304.  Temporary Securities...........................................35

        SECTION 305.  Registration, Registration of Transfer and Exchange............37

        SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities...............41

        SECTION 307.  Payment of Interest; Interest Rights Preserved.................42

        SECTION 308.  Persons Deemed Owners..........................................44

        SECTION 309.  Cancellation...................................................45

        SECTION 310.  Computation of Interest........................................46

ARTICLE FOUR: SATISFACTION AND DISCHARGE.............................................46

        SECTION 401.  Satisfaction and Discharge of Indenture........................46

        SECTION 402.  Application of Trust Funds.....................................47

ARTICLE FIVE: REMEDIES...............................................................48

        SECTION 501.  Events of Default..............................................48

        SECTION 502.  Acceleration of Maturity; Rescission and Annulment.............49

        SECTION 503.  Collection of Indebtedness and Suits for
                      Enforcement by Trustee.........................................50

        SECTION 504.  Trustee May File Proofs of Claim...............................51

        SECTION 505.  Trustee May Enforce Claims Without Possession of
                      Securities or Coupons..........................................52

        SECTION 506.  Application of Money Collected.................................53

        SECTION 507.  Limitation on Suits............................................53
</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 508.  Unconditional Rights of Holders to Receive Principal,
                      Premium, if Any, Interest and Additional Amounts...............54

        SECTION 509.  Restoration of Rights and Remedies.............................54

        SECTION 510.  Rights and Remedies Cumulative.................................54

        SECTION 511.  Delay or Omission Not Waiver...................................55

        SECTION 512.  Control by Holders of Securities...............................55

        SECTION 513.  Waiver of Past Defaults........................................55

        SECTION 514.  Waiver of Usury, Stay or Extension Laws........................56

        SECTION 515.  Undertaking for Costs..........................................56

ARTICLE SIX: THE TRUSTEE.............................................................56

        SECTION 601.  Notice of Defaults.............................................56

        SECTION 602.  Certain Rights of Trustee......................................57

        SECTION 603.  Not Responsible for Recitals or Issuance of Securities.........58

        SECTION 604.  May Hold Securities............................................59

        SECTION 605.  Money Held in Trust............................................59

        SECTION 606.  Compensation and Reimbursement.................................59

        SECTION 607.  Corporate Trustee Required; Eligibility;
                      Conflicting Interests..........................................60

        SECTION 608.  Resignation and Removal; Appointment of Successor..............60

        SECTION 609.  Acceptance of Appointment by Successor.........................62

        SECTION 610.  Merger, Conversion, Consolidation or Succession to Business....63

</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 611.  Appointment of Authenticating Agent............................63

ARTICLE SEVEN: HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.....................65

        SECTION 701.  Disclosure of Names and Addresses of Holders...................65

        SECTION 702.  Reports by Trustee.............................................65

        SECTION 703.  Reports by Company.............................................65

        SECTION 704.  Company to Furnish Trustee Names and Addresses of Holders......66

ARTICLE EIGHT: CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE......................66

        SECTION 801.  Consolidations and Mergers of Company and Sales,
                      Leases and Conveyances Permitted Subject to
                      Certain Conditions.............................................66

        SECTION 802.  Rights and Duties of Successor Corporation.....................67

        SECTION 803.  Officers' Certificate and Opinion of Counsel...................67

ARTICLE NINE: SUPPLEMENTAL INDENTURES................................................68

        SECTION 901.  Supplemental Indentures Without Consent of Holders.............68

        SECTION 902.  Supplemental Indentures With Consent of Holders................69

        SECTION 903.  Execution of Supplemental Indentures...........................71

        SECTION 904.  Effect of Supplemental Indentures..............................71

        SECTION 905.  Conformity With Trust Indenture Act............................71

        SECTION 906.  Reference in Securities to Supplemental Indentures.............71

ARTICLE TEN: COVENANTS...............................................................71
</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 1001.  Payment of Principal, Premium, if Any, Interest
                       and Additional Amounts........................................71

        SECTION 1002.  Maintenance of Office or Agency...............................72

        SECTION 1003.  Money for Securities Payments to Be Held in Trust.............73

        SECTION 1004.  Existence.....................................................75

        SECTION 1005.  Maintenance of Properties.....................................75

        SECTION 1006.  Insurance.....................................................75

        SECTION 1007.  Payment of Taxes and Other Claims.............................76

        SECTION 1008.  Provision of Financial Information............................76

        SECTION 1009.  Statement as to Compliance....................................76

        SECTION 1010.  Additional Amounts............................................76

        SECTION 1011.  Waiver of Certain Covenants...................................77

ARTICLE ELEVEN: REDEMPTION OF SECURITIES.............................................78

        SECTION 1101.  Applicability of Article......................................78

        SECTION 1102.  Election to Redeem; Notice to Trustee.........................78

        SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.............78

        SECTION 1104.  Notice of Redemption..........................................79

        SECTION 1105.  Deposit of Redemption Price...................................80

        SECTION 1106.  Securities Payable on Redemption Date.........................81

        SECTION 1107.  Securities Redeemed in Part...................................82

ARTICLE TWELVE: SINKING FUNDS........................................................82

        SECTION 1201.  Applicability of Article......................................82
</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 1202.  Satisfaction of Sinking Fund Payments With Securities.........82

        SECTION 1203.  Redemption of Securities for Sinking Fund.....................83

ARTICLE THIRTEEN: REPAYMENT AT THE OPTION OF HOLDERS.................................83

        SECTION 1301.  Applicability of Article......................................83

        SECTION 1302.  Repayment of Securities.......................................83

        SECTION 1303.  Exercise of Option............................................84

        SECTION 1304.  When Securities Presented for Repayment Become
                       Due and Payable...............................................85

        SECTION 1305.  Securities Repaid in Part.....................................86

ARTICLE FOURTEEN: DEFEASANCE AND COVENANT DEFEASANCE.................................86

        SECTION 1401.  Applicability of Article; Company's Option to
                       Effect Defeasance or Covenant Defeasance......................86

        SECTION 1402.  Defeasance and Discharge......................................86

        SECTION 1403.  Covenant Defeasance...........................................87

        SECTION 1404.  Conditions to Defeasance or Covenant Defeasance...............87

        SECTION 1405.  Deposited Money and Government Obligations to Be
                       Held in Trust; Other Miscellaneous Provisions.................89

ARTICLE FIFTEEN: MEETINGS OF HOLDERS OF SECURITIES...................................90

        SECTION 1501.  Purposes for Which Meetings May Be Called.....................90

        SECTION 1502.  Call, Notice and Place of Meetings............................91

        SECTION 1503.  Persons Entitled to Vote at Meetings..........................91

        SECTION 1504.  Quorum; Action................................................91
</TABLE>




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<TABLE>
<S>                                                                                 <C>
        SECTION 1505.  Determination of Voting Rights, Conduct and
                       Adjournment of Meetings.......................................93

        SECTION 1506.  Counting Votes and Recording Action of Meetings...............94

EXHIBIT A: FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION..........................105

EXHIBIT B-1: FORM OF CERTIFICATE TO BE GIVEN BY PERSON
        ENTITLED TO RECEIVE BEARER SECURITY OR
        TO OBTAIN INTEREST..........................................................106

EXHIBIT B-2: FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A.
        IN CONNECTION WITH THE EXCHANGE OF..........................................108
</TABLE>





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                         SHURGARD STORAGE CENTERS, INC.

        Reconciliation and tie between Trust Indenture Act of 1939 and Indenture
dated as of _____ __, 20__.

<TABLE>
<CAPTION>
Trust Indenture Act Section      Indenture Section
---------------------------      -----------------
<S>                              <C>
310(a)(1)                        607

(a)(2)                           607

(b)                              607, 608

312(c)                           701

313(a)                           702

(c)                              702

314(a)                           703

(a)(4)                           1009

(c)(1)                           102

(c)(2)                           102

(e)                              102

315(b)                           601

316(a) (last sentence)           101 ("Outstanding")

(a)(1)(A)                        502, 512

(a)(1)(B)                        513

(b)                              508

317(a)(1)                        503

(a)(2)                           504

318(a)                           111

(c)                              111
</TABLE>




                                      -9-
<PAGE>   10

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

        NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture. Attention should also be directed to Section
318(c) of the 1939 Act, which provides that the provisions of Sections 310 to
and including 317 of the 1939 Act are a part of and govern every qualified
indenture, whether or not physically contained therein.

        THIS INDENTURE, dated as of _____ __. 20__, between SHURGARD STORAGE
CENTERS, INC., a Washington corporation (the "Company"), having its principal
office at 1201 Third Avenue, Suite 2200, Seattle, Washington 98101, and
________, a ___________, as Trustee hereunder (the "Trustee"), having its
Corporate Trust Office at _____________.


                             RECITALS OF THE COMPANY

        The Company deems it necessary to issue from time to time for its lawful
purposes debt Securities (hereinafter called the "Securities") evidencing its
indebtedness, and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities, to be
issued in one or more series as provided in this Indenture.

        This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS

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

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




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<PAGE>   11

        (2)   all other terms used herein which are defined in the TIA, either
              directly or by reference therein, have the meanings assigned to
              them therein, and the terms "cash transaction" and
              "self-liquidating paper," as used in TIA Section 311, shall have
              the meanings assigned to them in the rules of the Commission
              adopted under the TIA;

        (3)   all accounting terms not otherwise defined herein have the
              meanings assigned to them in accordance with GAAP; and

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

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

        "Additional Amounts" means any additional amounts which are required by
a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

        "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities.

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

        "Bankruptcy Law" has the meaning specified in Section 501.

        "Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer.




                                      -11-
<PAGE>   12

        "Board of Directors" means the board of directors of the Company, or any
committee of that board duly authorized to act hereunder.

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

        "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.

        "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or its
successor.

        "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after 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 on such date.

        "Common Stock" means, with respect to any Person, all shares of capital
stock issued by such Person other than Preferred Stock.

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

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

        "Conversion Event" means the cessation of use of (1) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (2) the ECU both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Communities, or (3) any currency unit (or composite
currency) other than the ECU for the purposes for which it was established.

        "Corporate Trust Office" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at __________________.




                                      -12-
<PAGE>   13

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

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

        "Custodian" has the meaning specified in Section 501.

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

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

        "ECU" means the European Currency Unit as defined and revised from time
to time by the Council of the European Communities.

        "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euroclear System.

        "European Communities" means the European Economic Community, the
European Coal and Steel Community and the European Atomic Energy Community.

        "European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

        "Event of Default" has the meaning specified in Article Five.

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

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

        "Global Security" means a security evidencing all or a part of a series
of Securities issued to and registered in the name of the depositary for such
series, or its nominee, in accordance with Section 305, and bearing the legend
prescribed in Section 203.

        "Government Obligations" means Securities which are (1) direct
obligations of the United States or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (2) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States or such government which issued the Foreign Currency in which
the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and




                                      -13-
<PAGE>   14

shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

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

        "Indenture" means this instrument as originally executed or as it may be
supplemented or amended from time to time 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 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may be supplemented or amended from
time to time by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the, or
those, particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

        "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

        "interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1010, includes such
Additional Amounts.

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

        "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, notice of redemption, notice of option to elect
repayment or otherwise.




                                      -14-
<PAGE>   15

        "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President, any Senior Vice President or Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or who may be an employee of or other counsel for the
Company and who shall be satisfactory to the Trustee.

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

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

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

        (2)   Securities, or portions thereof, for whose payment or redemption
              (including repayment at the option of the Holder) money in the
              necessary amount has been theretofore been 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 and any coupons appertaining thereto; provided,
              however, that, if such Securities are to be redeemed, notice of
              such redemption has been duly given pursuant to this Indenture or
              provision therefor satisfactory to the Trustee has been made;

        (3)   Securities, except to the extent provided in Sections 1402 and
              1403, with respect to which the Company has effected defeasance
              and/or covenant defeasance as provided in Article Fourteen;

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

        (5)   Securities converted into Common Stock or Preferred Stock pursuant
              to or in accordance with this Indenture if the terms of such
              Securities provide for convertibility pursuant to Section 301;
              provided, however, that in determining whether the Holders of the
              requisite principal amount of the Outstanding




                                      -15-
<PAGE>   16

              Securities have given any request, demand, authorization,
              direction, notice, consent or waiver hereunder or are present at a
              meeting of Holders for quorum purposes, and for the purpose of
              making the calculation required by TIA Section 313, (i) the
              principal amount of an Original Issue Discount Security that may
              be counted in making such determination or calculation and that
              shall be deemed to be Outstanding for such purpose shall be equal
              to the amount of principal thereof that would be (or shall have
              been declared to be) due and payable, at the time of such
              determination, upon a declaration of acceleration of the maturity
              thereof pursuant to Section 502, (ii) the principal amount of any
              Security denominated in a Foreign Currency that may be counted in
              making such determination or calculation and that shall be deemed
              Outstanding for such purpose shall be equal to the Dollar
              equivalent, determined pursuant to Section 301 as of the date such
              Security is originally issued by the Company, of the principal
              amount (or, in the case of an Original Issue Discount Security,
              the Dollar equivalent as or such date of original issuance of the
              amount determined as provided in clause (i) above) of such
              Security, (iii) the principal amount of any Indexed Security that
              may be counted in making such determination or calculation and
              that shall be deemed outstanding for such purpose shall be equal
              to the principal face amount of such Indexed Security at original
              issuance, unless otherwise provided with respect to such Security
              pursuant to Section 301, and (iv) Securities owned by the Company
              or of any other obligor upon the Securities or any Affiliate of
              the Company or of such other obligor shall be disregarded and
              deemed not to be Outstanding, except that, in determining whether
              the Trustee shall be protected in making such calculation or 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 owned as
              provided in clause (iv) above 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 or coupons 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 or
within any series, means the place or places where the principal of (and
premium, if any) and interest on such Securities are payable as specified as
contemplated by Sections 301 and 1001.




                                      -16-
<PAGE>   17

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

        "Preferred Stock" means, with respect to any Person, all capital stock
issued by such Person that are entitled to a preference or priority over any
other capital stock issued by such Person with respect to any distribution of
such Person's assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.

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

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

        "Registered Security" shall mean any Security that is registered in the
Security Register.

        "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of or within any series means the date
specified for that purpose as contemplated by Section 301, whether or not a
Business Day.

        "Repayment Date" means, when used with respect to any Security to be
repaid at the option of the Holder, the date fixed for such repayment by or
pursuant to this Indenture.

        "Responsible Officer," when used with respect to the Trustee, means the
chairman or vice-chairman of the board of directors, the chairman or
vice-chairman of the executive committee of the board of directors, the
president, any vice president (whether or not designated by a number or a word
or words added before or after the title "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 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 such officer's knowledge and familiarity with the
particular subject.

        "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall




                                      -17-
<PAGE>   18

more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

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

        "Significant Subsidiary" means any Subsidiary that is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X promulgated
under the Securities Act of 1933, as amended) of the Company.

        "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Company
pursuant to Section 307.

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

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

        "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

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

        "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

        "United States Person" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.




                                      -18-
<PAGE>   19

        "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS

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

        Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates delivered
pursuant to Section 1009) shall include:

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

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

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

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE

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




                                      -19-
<PAGE>   20

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

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

SECTION 104.  ACTS OF HOLDERS

        Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders of
the Outstanding Securities of all series or one or more series, as the case may
be, may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed in
writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders of Securities
of such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section 104. The record of any meeting of Holders of Securities shall be proved
in the manner provided in Section 1506.

        The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.




                                      -20-
<PAGE>   21

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 reasonable manner that the Trustee deems
sufficient.

        The ownership of Registered Securities shall be proved by the Security
Register. As to any matter relating to beneficial ownership interests in any
Global Security, the appropriate depositary's records shall be dispositive for
purposes of this Indenture.

        The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until:

        (1)   another certificate or affidavit bearing a later date issued in
              respect of the same Bearer Security is produced; or

        (2)   such Bearer Security is produced to the Trustee by some other
              Person; or

        (3)   such Bearer Security is surrendered in exchange for a Registered
              Security; or

        (4)   such Bearer Security is no longer Outstanding.

The ownership of Bearer Securities may also be proved in any other manner that
the Trustee deems sufficient.

        If the Company shall solicit from the Holders of Registered Securities
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, in or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that




                                      -21-
<PAGE>   22

purpose the Outstanding Securities shall be computed as of such record date;
provided, however, that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later then eleven
months after the record date.

        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, any Security
Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY

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

        (1)   the Trustee by any Holder or by the Company shall be sufficient
              for every purpose hereunder if made, given, furnished or filed in
              writing to or with the Trustee at _________________________; 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 Indenture or at
              any other address previously furnished in writing to the Trustee
              by the Company, Attention: Chief Financial Officer (with a copy to
              the Company's general counsel); or

        (3)   either the Trustee or the Company, by the other party shall be
              sufficient for every purpose hereunder if given by facsimile
              transmission, receipt confirmed by telephone followed by an
              original copy delivered by guaranteed overnight courier; if to the
              Trustee at facsimile number (___) ___-____; and if to the Company
              at facsimile number (___) ___-____.

SECTION 106.  NOTICE TO HOLDERS; WAIVER

        Where this Indenture provides for notice of any event to Holders of
Registered Securities by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such 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, if any, prescribed for the
giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any




                                      -22-
<PAGE>   23

particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

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

        Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in the City
of New York and the City of Seattle and in such other city or cities as may be
specified in such Securities on a Business Day, such publication to be not later
than the latest date, and not earlier than the earliest date, if any, prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.

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

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

        Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107.  COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF CONTENTS

        This Indenture may be executed in any number of counterparts, each of
which when executed shall be deemed to be an original, but all such counterparts
shall together constitute




                                      -23-
<PAGE>   24

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

SECTION 108.  SUCCESSORS AND ASSIGNS

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

SECTION 109.  SEVERABILITY CLAUSE

        In case any provision in this Indenture or in any Security or coupon
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 110.  BENEFITS OF INDENTURE

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

SECTION 111.  GOVERNING LAW

        This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 112.  LEGAL HOLIDAYS

        In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security or
the last date on which a Holder has the right to convert or exchange a Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or any Security or coupon other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu hereof), payment of interest or any Additional
Amounts or principal (and premium, if any) or conversion or exchange of such
security need not be made at such Place of Payment on such date, but (except as
otherwise provided in the supplemental indenture with respect to such Security)
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, Redemption
Date, Repayment Date or sinking fund payment date, or at the Stated Maturity or
Maturity, or on such last day of conversion or exchange, provided that no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.




                                      -24-
<PAGE>   25

SECTION 113.  IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND
              AGENTS OF THE COMPANY

        No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issue of the Securities.

SECTION 114.  CONFLICT WITH TRUST INDENTURE ACT

        If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


                                   ARTICLE TWO

                                SECURITIES FORMS

SECTION 201.  FORMS OF SECURITIES

        The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be substantially in
the form of Exhibit A hereto or in such other form as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

        Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

        Subject to Section 304, the definitive Securities and coupons shall be
printed, lithographed or engraved, or produced by any combination of these
methods, on a steel engraved border or steel engraved borders or mechanically
reproduced on safety paper or may




                                      -25-
<PAGE>   26

be produced in any other manner, all as determined by the officers of the
Company executing such Securities or coupons, as evidenced by their execution of
such Securities or coupons.

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        Subject to Section 611, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                            _____________________, as Trustee

                                            By: ________________________________
                                                Authorized Signatory

SECTION 203.  SECURITIES ISSUABLE IN GLOBAL FORM

        If Securities of or within a series are issuable in the form of one or
more Global Securities, then, notwithstanding clause (8) of Section 301 and the
provisions of Section 302, any such Global Security or Securities may provide
that it or they shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of any Global Security to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Holders thereof, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner or by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 303 or 304.
Subject to the provisions of Section 303 and, if applicable, Section 304, the
Trustee shall deliver and redeliver any Global Security in permanent global form
in the manner and upon instructions given by the Person or Persons specified
therein or in the applicable Company Order. If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a Global
Security shall be in writing but need not comply with Section 102 and need not
be accompanied by an Opinion of Counsel.

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




                                      -26-
<PAGE>   27

        Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Global Security shall be made to the Person or
Persons specified therein.

        Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security (1) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form or (2) in the case of a permanent
Global Security in bearer form, Euroclear or CEDEL.

        Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

               This Security is a Global Security within the meaning set forth
               in the 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 Indenture, and may not be
               transferred except as a whole by the Depositary to a nominee of
               the Depositary or by a nominee of the Depositary to the
               Depositary or another nominee of the Depositary or by the
               Depositary or its nominee to a successor Depositary or its
               nominee.


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES

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

        The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, 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 such series from all other series of
              Securities);

        (2)   any limit upon the aggregate principal amount of the Securities of
              the series that may be authenticated and delivered under this
              Indenture (except for Securities authenticated and delivered upon
              registration of transfer of, or in




                                      -27-
<PAGE>   28

              exchange for, or in lieu of, other Securities of the series
              pursuant to Section 304, 305, 306, 906, 1107 or 1305);

        (3)   the date or dates, or the method by which such date or dates will
              be determined, on which the principal of the Securities of the
              series shall be payable;

        (4)   the rate or rates at which the Securities of the series shall bear
              interest, if any, or the method by which such rate or rates shall
              be determined, the date or dates from which such interest shall
              accrue or the method by which such date or dates shall be
              determined, the Interest Payment Dates on which such interest will
              be payable and the Regular Record Date, if any, for the interest
              payable on any Registered Security on any Interest Payment Date,
              or the method by which such date shall be determined, and the
              basis upon which interest shall be calculated if other than that
              of a 360-day year of twelve 30-day months;

        (5)   the place or places where the principal of (and premium, if any),
              interest, if any, on, and Additional Amounts, if any, payable in
              respect of, Securities of the series shall be payable, any
              Registered Securities of the series may be surrendered for
              registration of transfer, exchange or conversion and notices or
              demands to or upon the Company in respect of the Securities of the
              series and this Indenture may be served;

        (6)   the period or periods within which, the price or prices at which,
              the currency or currencies, currency unit or units or composite
              currency or currencies in which, and other terms and conditions
              upon which Securities of the series may be redeemed, in whole or
              in part, at the option of the Company, if the Company is to have
              the option;

        (7)   the obligation, if any, of the Company to redeem, repay or
              purchase Securities of the series pursuant to any sinking fund or
              analogous provision or at the option of a Holder thereof, and the
              period or periods within which or the date or dates on which, the
              price or prices at which, the currency or currencies, currency
              unit or units or composite currency or currencies in which, and
              other terms and conditions upon which Securities of the series
              shall be redeemed, repaid 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 any Securities of the series
              shall be issuable;

        (9)   if other than the Trustee, the identity of each Security Registrar
              and/or Paying Agent;




                                      -28-
<PAGE>   29

        (10)  if other than the principal amount thereof, the portion of the
              principal amount of Securities of the series that shall be payable
              upon declaration of acceleration of the Maturity thereof pursuant
              to Section 502 or, if applicable, the portion of the principal
              amount of Securities of the series that is convertible in
              accordance with the provisions of this Indenture, or the method by
              which such portion shall be determined;

        (11)  if other than Dollars, the Foreign Currency or Currencies in which
              payment of the principal of (and premium, if any) and interest or
              Additional Amounts, if any, on the Securities of the series shall
              be payable or in which the Securities of the series shall be
              denominated and the manner of determining the equivalent thereof
              in Dollars for purposes of the definition of "Outstanding" in
              Section 101;

        (12)  whether the amount of payments of principal of (and premium, if
              any) or interest, if any, on the Securities of the series may be
              determined with reference to an index, formula or other method
              (which index, formula or method may be based, without limitation,
              on one or more currencies, currency units, composite currencies,
              commodities, equity indices or other indices), and the manner in
              which such amounts shall be determined;

        (13)  whether the principal of (and premium, if any) or interest or
              Additional Amounts, if any, on the Securities of the series are to
              be payable, at the election of the Company or a Holder thereof, in
              a currency or currencies, currency unit or units or composite
              currency or currencies other than that in which such Securities
              are denominated or stated to be payable, the period or periods
              within which, and the terms and conditions upon which, such
              election may be made, and the time and manner of, and identity of
              the exchange rate agent with responsibility for, determining the
              exchange rate between the currency or currencies, currency unit or
              units or composite currency or currencies in which such Securities
              are denominated or stated to be payable and the currency or
              currencies, currency unit or units or composite currency or
              currencies in which such Securities are to be so payable;

        (14)  provisions, if any, granting special rights to the Holders of
              Securities of the series upon the occurrence of such events as may
              be specified;

        (15)  any deletions from, modifications of or additions to the Events of
              Default or covenants of the Company with respect to Securities of
              the series, whether or not such Events of Default or covenants are
              consistent with the Events of Default or covenants set forth
              herein;

        (16)  whether Securities of the series are to be issuable as Registered
              Securities, Bearer Securities (with or without coupons) or both,
              any restrictions applicable to the offer, sale or delivery of
              Bearer Securities and the terms upon




                                      -29-
<PAGE>   30

              which Bearer Securities of the series may be exchanged for
              Registered Securities of the series and vice versa (if permitted
              by applicable laws and regulations), whether any Securities of the
              series are to be issuable initially in temporary global form and
              whether any Securities of the series are to be issuable in
              permanent global form with or without coupons and, if so, whether
              beneficial owners of interests in any such permanent Global
              Security may exchange such interests for Securities of such series
              and of like tenor of any authorized form and denomination and the
              circumstances under which any such exchanges may occur, if other
              than in the manner provided in Section 305, and, if Registered
              Securities of the series are to be issuable as a Global Security,
              the identity of the depositary for such series;

        (17)  the date as of which any Bearer Securities of the series and any
              temporary Global Security representing Outstanding Securities of
              the series shall be dated if other than the date of original
              issuance of the first Security of the series to be issued;

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

        (19)  the applicability, if any, of Sections 1402 and/or 1403 to the
              Securities of the series and any provisions in modification of, in
              addition to or in lieu of any of the provisions of Article
              Fourteen;

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

        (21)  if the Securities of the series are to be issued upon the exercise
              of warrants, the time, manner and place for such Securities to be
              authenticated and delivered;

        (22)  whether and under what circumstances the Company will pay
              Additional Amounts as contemplated by Section 1010 on the
              Securities of the series to any Holder who is not a United States
              Person (including any modification to the definition of such term)
              in respect of any tax, assessment or governmental




                                      -30-
<PAGE>   31

              charge and, if so, whether the Company will have the option to
              redeem such Securities rather than pay such Additional Amounts
              (and the terms of any such option);

        (23)  the obligation, if any, of the Company to permit the conversion of
              the Securities of such series into the Company's Common Stock or
              Preferred Stock, as the case may be, and the terms and conditions
              upon which such conversion shall be effected (including, without
              limitation, the initial conversion price or rate, the conversion
              period, any adjustment of the applicable conversion price and any
              requirements relative to the reservation of such shares for
              purposes of conversion) and applicable limitations on the
              ownership or transferability of the Common Stock or Preferred
              Stock into which such Securities are convertible; and

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

        All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

        If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or before the delivery
of the Officers' Certificate setting forth the terms of the Securities of such
series.

SECTION 302.  DENOMINATIONS

        The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. With respect to Securities of
any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities or any series, the Securities of such series, other
than Securities issued in global form (which may be of any denomination), shall
be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING

        The Securities and any coupons appertaining thereto shall be executed on
behalf of the Company by its Chairman of the Board, its President or one of its
Senior Vice Presidents, under its corporate seal reproduced thereon, and
attested by its Secretary or one of its



                                      -31-
<PAGE>   32


Assistant Secretaries. The signature of any of these officers on the Securities
and coupons may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit B-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days before the earlier of the
date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section 303 and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent Global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.

        If all the Securities of any series are not to be issued at one time and
if the Board Resolution or supplemental indenture establishing such series shall
so permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue. In authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon,

        (1)   an Opinion of Counsel stating that:




                                      -32-
<PAGE>   33

              (A)   the form or forms of such Securities and any coupons have
                    been established in conformity with the provisions of this
                    Indenture;

              (B)   the terms of such Securities and any coupons have been
                    established in conformity with the provisions of this
                    Indenture; and

              (C)   such Securities, together with any coupons appertaining
                    thereto, when completed by appropriate insertions and
                    executed and delivered by the Company to the Trustee for
                    authentication in accordance with this Indenture,
                    authenticated and delivered by the Trustee in accordance
                    with this Indenture and issued by the Company in the manner
                    and subject to any conditions specified in such Opinion of
                    Counsel, will constitute legal, valid and binding
                    obligations of the Company, enforceable in accordance with
                    their terms, subject to applicable bankruptcy, insolvency,
                    fraudulent transfer, reorganization and other similar laws
                    of general applicability relating to or affecting the
                    enforcement of creditors' rights generally and to general
                    equitable principles; and

        (2)   an Officers' Certificate stating that all conditions precedent
              provided for in this Indenture relating to the issuance of the
              Securities have been complied with and that, to the best of the
              knowledge of the signers of such certificate, no Event of Default
              with respect to any of the Securities shall have occurred and be
              continuing.

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

        Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

        Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.

        No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such




                                      -33-
<PAGE>   34

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

SECTION 304.  TEMPORARY SECURITIES

        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, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

        Except in the case of temporary Securities (which shall be exchanged as
otherwise provided herein or as otherwise provided in or pursuant to a Board
Resolution), 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 (accompanied by any nonmatured
coupons appertaining thereto), 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; provided,
however, that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and provided further that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

        Unless otherwise provided in or pursuant to a Board Resolution, the
following provisions of this Section 304 shall govern the exchange of temporary
Securities other than through the facilities of The Depository Trust Company
("DTC"). If any such temporary




                                      -34-
<PAGE>   35

Security is issued in global form, then such temporary Global Security shall,
unless otherwise provided therein, be delivered to the London office of a
depositary or common depositary (the "Common Depositary"), for the benefit of
Euroclear and CEDEL, for credit to the respective accounts of the beneficial
owners of such Securities (or to such other accounts as they may direct).

        Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary Global Security,
upon such presentation by the Common Depositary, such temporary Global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary Global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit B-2 to this Indenture or in such other form as may be established
pursuant to Section 301; and provided further that definitive Bearer Securities
shall be delivered in exchange for a portion of a temporary Global Security only
in compliance with the requirements of Section 303.

        Unless otherwise specified in such temporary Global Security, the
interest of a beneficial owner of Securities of a series in a temporary Global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit B-1 to this Indenture (or in such other form as may be
established pursuant to Section 301), dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be available from the offices
of Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such
temporary Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,




                                      -35-
<PAGE>   36

transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary Global
Security shall be delivered only outside the United States.

        Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary Global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee
of a certificate or certificates in the form set forth in Exhibit B-2 to this
Indenture (or in such other forms as may be established pursuant to Section
301), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary Global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth in Exhibit B-1 to this Indenture (or in such
other forms as may be established pursuant to Section 301). Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs and of the third paragraph or Section 303 and the interests of the
Persons who are the beneficial owners of the temporary Global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal or interest owing with respect to a
beneficial interest in a temporary Global Security will be made unless and until
such interest in such temporary Global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
CEDEL and not paid as herein provided shall be returned to the Trustee prior to
the expiration of two years after such Interest Payment Date in order to be
repaid to the Company.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

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




                                      -36-
<PAGE>   37

of Securities on such Security Register as herein provided. If the Trustee shall
cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times.

        Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal
amount, bearing a number not contemporaneously outstanding, and containing
identical term and provisions.

        Subject to the provisions of this Section 305, at the option of the
Holder, Securities of any series may be exchanged for other Securities of the
same series, of any authorized denomination or denominations and of a like
aggregate principal amount, containing identical terms and provisions, upon
surrender of the Securities to be exchanged at any such office or agency.
Whenever any such Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive. Unless otherwise specified
with respect to any series of Securities as contemplated by Section 301, Bearer
Securities may not be issued in exchange for Securities.

        If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Bearer Securities to
be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, any such permitted exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
in an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the
Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however,
that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in a permitted exchange for a Registered Security of the same
series and like tenor after the close of business at such office or agency on
(1) any Regular Record Date and before the opening of business at such office or
agency on the




                                      -37-
<PAGE>   38

relevant Interest Payment Date, or (2) any Special Record Date and before the
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities that the Holder making the
exchange is entitled to receive.

        Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent Global Security shall be exchangeable
only as provided in this paragraph. If the depositary for any permanent Global
Security is DTC, then, unless the terms of such Global Security expressly permit
such Global Security to be exchanged in whole or in part for definitive
Securities, a Global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such Global Security selected or approved by the Company or to a nominee of such
successor to DTC. If at any time DTC notifies the Company that it is unwilling
or unable to continue as depositary for the applicable Global Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, if so required by applicable
law or regulation, the Company shall appoint a successor depositary with respect
to such Global Security or Securities. If (1) a successor depositary for such
Global Security or Securities is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such unwillingness,
inability or ineligibility, (2) an Event of Default has occurred and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable series of Securities represented by such Global Security or
Securities advise DTC to cease acting as depositary for such Global Security or
Securities, or (3) the Company, in its sole discretion, determines at any time
that all Outstanding Securities (but not less than all) of any series issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities, then the Company shall
execute, and the Trustee shall authenticate and deliver, definitive Securities
of like series, rank, tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such Global Security or
Securities. If any beneficial owner of an interest in a permanent Global
Security is otherwise entitled to exchange such interest for Securities of such
series and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301 and provided that any
applicable notice provided in the permanent Global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
execute, and the Trustee shall authenticate and deliver, definitive Securities
in aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent Global Security. On or after the earliest
date on which such interests may be so exchanged, such permanent Global Security
shall be surrendered for exchange by DTC or such other




                                      -38-
<PAGE>   39

depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer
Security delivered in exchange for a portion of a permanent Global Security
shall be mailed or otherwise delivered to any location in the United States. If
a Registered Security is issued in exchange for any portion of a permanent
Global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date or (ii)
any Special Record Date and the opening of business at such office or agency on
the related proposed date for payment of Defaulted Interest, interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent Global Security is payable
in accordance with the provisions of this Indenture.

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

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

        No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

        The Company or the Trustee, as applicable, shall not be required to (1)
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Securities, the day of the mailing of the relevant notice of redemption
and (B) if such Securities are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if such Securities
are also issuable as Securities and there is no publication, the mailing of the
relevant notice of redemption, or (2) register the transfer of or exchange any
Registered Security so selected for redemption in




                                      -39-
<PAGE>   40

whole or in part, except, in the case of any Registered Security to be redeemed
in part, the portion thereof not to be redeemed, or (3) exchange any Bearer
Security so selected for redemption, except that such Bearer Security may be
exchanged for a Registered Security of that series and like tenor; provided,
however, that such Registered Security shall be simultaneously surrendered for
redemption, or (4) issue, register the transfer of or exchange any Security
which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Security not to be so repaid.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES

        If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee or the Company, together with,
in proper cases, such security or indemnity as may be required by the Company or
the Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to
the surrendered Security.

        If there shall be delivered to the Company and to the Trustee (1)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon and (2) 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 or coupon 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 or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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




                                      -40-
<PAGE>   41

        Upon the issuance of any new Security under this Section 306, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

        Every new Security of any series with its coupons, if any, issued
pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder.

        The provisions of this Section 306 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons.

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

        Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, interest on any Registered
Security that 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 at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that each installment of interest on any Registered Security may at the
Company's option be paid by (1) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section 308,
to the address of such Person as it appears on the Security Register or (2)
transfer to an account maintained by the payee located inside the United States.

        Unless otherwise provided as contemplated by Section 301 with respect to
the Securities of any series, payment of interest may be made, in the case of a
Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

        Unless otherwise provided as contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent Global Security held for
its account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof.

        In case a Bearer Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or
agency in a Place of




                                      -41-
<PAGE>   42

Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment
Date, such Bearer Security shall be surrendered without the coupon relating to
such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture.

        Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that 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 registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election, in each case as
provided in clause (1) or (2) below:

        (1)   The Company may elect to make payment of any Defaulted Interest to
              the Persons in whose names the Securities of such series (or their
              respective Predecessor Securities) are registered at the close of
              business on a Special Record Date for the payment of such
              Defaulted Interest, which shall be fixed in the following manner.
              The Company shall notify the Trustee in writing of the amount of
              Defaulted Interest proposed to be paid on each Registered Security
              of such series and the date of the proposed payment (which shall
              not be less than 20 days after such notice is received by the
              Trustee), and at the same time the Company shall deposit with the
              Trustee an amount of money in the currency or currencies, currency
              unit or units or composite currency or currencies in which the
              Securities of such series are payable (except as otherwise
              specified pursuant to Section 301 for the Securities of such
              series) 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 on or prior to the
              date of the proposed payment, such money when deposited to be held
              in trust for the benefit of the Persons entitled to such Defaulted
              Interest as in this clause provided. Thereupon the Trustee shall
              fix a Special Record Date for the payment of such Defaulted
              Interest which shall be not more than 15 days and not less than 10
              days prior to the date of the proposed payment and not less than
              10 days after the receipt by the Trustee of the notice of the
              proposed payment. The Trustee shall promptly notify the Company of
              such Special Record Date and, in the name and at the expense of
              the Company, shall cause notice of the proposed payment of such
              Defaulted Interest and the Special Record Date therefor to be
              mailed, first-class postage prepaid, to each Holder 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.
              The Trustee may, in its discretion, in the name and at the expense
              of the Company, cause a similar notice to be published at least
              once in an Authorized Newspaper in each Place of Payment, but such
              publications shall not be a




                                      -42-
<PAGE>   43

              condition precedent to the establishment of such Special Record
              Date. Notice of the proposed payment of such Defaulted Interest
              and the Special Record Date therefor having been mailed as
              aforesaid, 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). In case a Bearer Security of any
              series is surrendered at the office or agency in a Place of
              Payment for such series in exchange for a Registered Security of
              such series after the close of business at such office or agency
              on any Special Record Date and before the opening of business at
              such office or agency on the related proposed date for payment of
              Defaulted Interest, such Bearer Security shall be surrendered
              without the coupon relating to such proposed date of payment and
              Defaulted Interest will not be payable on such proposed date of
              payment in respect of the Registered Security issued in exchange
              for such Bearer Security, but will be payable only to the Holder
              of such coupon when due in accordance with the provisions of this
              Indenture.

        (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 or 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 307 and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308.  PERSONS DEEMED OWNERS

        Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Security for the purpose of receiving payment of principal of (and
premium, if any), and (subject to Sections 305 and 307) interest on, such
Registered Security and for all other purposes whatsoever, whether or not such
Registered 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.
All such payments so made to any such Person, or upon such Person's order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for money payable upon any such Security.




                                      -43-
<PAGE>   44

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

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

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

SECTION 309.  CANCELLATION

        All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
conversion or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee, and any such
Securities and coupons and Securities and coupons surrendered directly to the
Trustee for any such purpose shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section 309, except as expressly
permitted by this Indenture. Cancelled Securities and coupons held by the
Trustee shall be destroyed by the Trustee and the Trustee




                                      -44-
<PAGE>   45

shall deliver a certificate of such destruction to the Company, unless the
Trustee is otherwise directed by a Company Order.

SECTION 310.  COMPUTATION OF INTEREST

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE

        This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
Securities of such series herein expressly provided for and any right to receive
Additional Amounts, as provided in Section 1010), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute instruments
in form and substance satisfactory to the Trustee and the Company acknowledging
satisfaction and discharge of this Indenture as to such series when

        (1)   either

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

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

                    (i)   have become due and payable or




                                      -45-
<PAGE>   46

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

                    (iii) if redeemable at the option of the Company,

                    are to be called for redemption within one year under
                    arrangements satisfactory to the Trustee for the giving of
                    notice of redemption by the Trustee in the name, and at the
                    expense, of the Company, and the Company, in the case of
                    (i), (ii) or (iii) above, has irrevocably deposited or
                    caused to be deposited with the Trustee as trust funds in
                    trust for such purpose an amount in the currency or
                    currencies, currency unit or units or composite currency or
                    currencies in which the Securities of such series are
                    payable, sufficient to pay and discharge the entire
                    indebtedness on such Securities and such coupons not
                    theretofore delivered to the Trustee for cancellation, for
                    principal (and premium, if any) and interest, and any
                    Additional Amounts with respect thereto, to the date of such
                    deposit (in the case of Securities which have become due and
                    payable) or to the Stated Maturity or Redemption Date, as
                    the case may be;

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section 401, the obligations of
the Trustee under Section 402 and the last paragraph or Section 1003 shall
survive.

SECTION 402.  APPLICATION OF TRUST FUNDS

        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto of the principal (and
premium, if any) and any interest and Additional Amounts for whose payment such
money has been deposited with or received by the Trustee, but such money need
not be segregated from other funds except to the extent required by law.




                                      -46-
<PAGE>   47

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.  EVENTS OF DEFAULT

        "Event of Default," wherever used herein with respect to any particular
series of Securities, means any one of the following events (whatever the reason
for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

        (1)   default in the payment of any interest upon or any Additional
              Amounts payable in respect of any Security of that series or of
              any coupon appertaining thereto, when such interest, Additional
              Amounts or coupon 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 when it becomes due and payable at
              its Maturity; or

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

        (4)   default in the performance, or breach, of any covenant or warranty
              of the Company in this Indenture with respect to any Security of
              that series (other than a covenant or warranty a default in whose
              performance or whose breach is elsewhere in this Section 501
              specifically dealt with), 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)   default under any bond, debenture, note or other evidence of
              indebtedness for money borrowed by the Company or any of its
              Subsidiaries (including obligations under leases required to be
              capitalized on the balance sheet of the lessee under generally
              accepted accounting principles, but not including any indebtedness
              or obligations for which recourse is limited to property
              purchased) in an aggregate principal amount in excess of
              $10,000,000 or under any mortgage, indenture or instrument under
              which there may be issued or by which there may be secured or
              evidenced any indebtedness for money borrowed by the Company or
              any of its Subsidiaries (including such leases, but not including
              such indebtedness or obligations for which recourse is limited to
              property purchased) in an aggregate principal amount in excess of



                                      -47-
<PAGE>   48


              $10,000,000, whether such indebtedness now exists or shall
              hereafter be created, which default shall have resulted in such
              indebtedness becoming or being declared during and payable prior
              to the date on which it would otherwise have become due and
              payable or such obligations being accelerated, without such
              acceleration having been rescinded or annulled; or

        (6)   the Company or any Significant Subsidiary pursuant to or within
              the meaning of any Bankruptcy Law:

              (A)   commences a voluntary case;

              (B)   consents to the entry of an order for relief against it in
                    an involuntary case;

              (C)   consents to the appointment of a Custodian of it or for all
                    or substantially all of its property; or

              (D)   makes a general assignment for the benefit of its creditors;
                    or

        (7)   a court of competent jurisdiction enters an order or decree under
              any Bankruptcy Law that:

              (A)   is for relief against the Company or any Significant
                    Subsidiary in an involuntary case;

              (B)   appoints a Custodian of the Company or any Significant
                    Subsidiary or for all or substantially all of either of
                    their property; or

              (C)   orders the liquidation of the Company or any Significant
                    Subsidiary, and the order or decree remains unstayed and in
                    effect for 90 days; or

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

        As used in this Section 501, the term "Bankruptcy Law" means Title 11,
U.S. Code or any similar federal or state law for the relief of debtors and the
term "Custodian" means any receiver, Trustee, assignee, liquidator or other
similar official under any Bankruptcy Law.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT

        If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and 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
Securities of that series are Original Issue Discount Securities or Indexed
Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities of that series to be due and payable immediately,
by a notice in writing to




                                      -48-
<PAGE>   49

the Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof 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 Five 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 of acceleration and its
consequences if:

        (1)   the Company has paid or deposited with the Trustee a sum
              sufficient to pay in the currency, currency unit or composite
              currency in which the Securities of such series are payable
              (except as otherwise specified pursuant to Section 301 for the
              Securities of such series):

              (A)   all overdue installments of interest on and any Additional
                    Amounts payable in respect of all Outstanding Securities of
                    that series and any related coupons;

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

              (C)   to the extent that payment of such interest is lawful,
                    interest upon overdue installments of interest and any
                    Additional Amounts at the rate or rates borne by or provided
                    for in such Securities; and

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

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

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

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

        The Company covenants that if:




                                      -49-
<PAGE>   50

        (1)   default is made in the payment of any installment of interest or
              Additional Amounts, if any, on any Security of any series and any
              related coupon when such interest or Additional Amount becomes due
              and payable and such default continues for a period of 30 days or

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

        then the Company will, upon demand of the Trustee, pay to the Trustee,
for the benefit of the Holders of such Securities of such series and coupons,
the whole amount then due and payable on such Securities and coupons for
principal (and premium, if any) and interest and Additional Amounts, with
interest upon any overdue principal (and premium, if any) and, to the extent
that payment of such interest shall be legally enforceable, upon any overdue
installments of interest or Additional Amounts, if any, at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee and its agents and counsel.

        If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as Trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series 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
of such series, 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
and any related coupons by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM

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




                                      -50-
<PAGE>   51

        (1)   to file and prove a claim for the whole amount, or such lesser
              amount as may be provided for in the Securities of such series, of
              principal (and premium, if any) and interest and Additional
              Amounts, if any, 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 and its agents and counsel) and of the
              Holders allowed in such judicial proceeding and

        (2)   to collect and receive any money or other property payable or
              deliverable on any such claims and to distribute the same;

        and any custodian, receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized
by each Holder of Securities of such series and coupons to make such payments to
the Trustee, and if the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee and
any predecessor Trustee, their agents and counsel, and any other amounts due the
Trustee or any predecessor Trustee under Section 606.

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

        In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities, and it shall not be necessary to make any Holders of
the Securities parties to any such proceedings.

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

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




                                      -51-
<PAGE>   52

SECTION 506.  APPLICATION OF MONEY COLLECTED

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

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

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

               THIRD:  To the payment of the remainder, if any, to the Company.

SECTION 507.  LIMITATION ON SUITS

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

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

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

        (3)   such Holder or Holders have offered to the Trustee indemnity
              reasonably satisfactory to the Trustee 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




                                      -52-
<PAGE>   53

        (5)   no direction inconsistent with such written request has been given
              to the Trustee during such 60-day period by the Holders of a
              majority in principal amount of the Outstanding Securities of that
              series;

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

SECTION 508.  UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL,
              PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS

        Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on, and any Additional Amounts in respect of,
such Security or payment of such coupon on the respective due dates expressed in
such Security or coupon (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES

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

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE

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




                                      -53-
<PAGE>   54

SECTION 511.  DELAY OR OMISSION NOT WAIVER

        No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
Five 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
of Securities or coupons, as the case may be.

SECTION 512.  CONTROL BY HOLDERS OF SECURITIES

        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 Indenture;

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

        (3)   the Trustee need not take any action that might involve it in
              personal liability or be unduly prejudicial to the Holders of
              Securities of such series not joining therein.

        Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Holders.

SECTION 513.  WAIVER OF PAST DEFAULTS

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

        (1)   in the payment of the principal of (or premium, if any) or
              interest on or Additional Amounts payable in respect of any
              Security of such series or any related coupons 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.




                                      -54-
<PAGE>   55

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

SECTION 514.  WAIVER OF USURY, STAY OR EXTENSION LAWS

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

SECTION 515.  UNDERTAKING FOR COSTS

        All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of 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 515 shall not apply 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 respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.  NOTICE OF DEFAULTS

        Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit in the
manner and to the extent provided in TIA Section 313(c), 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 or any Additional
Amounts with respect to any Security of such series, or in the payment of any
sinking fund installment with respect to the Securities of such series, the
Trustee shall be




                                      -55-
<PAGE>   56

protected in withholding such notice if and so long as Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in
the interest of the Holders of the Securities and coupons of such series; and
provided further that in the case of any default or breach of the character
specified in Section 501(4) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof. For the purpose of this Section 601, the term "default"
means any event that is, or after notice or lapse of time or both would become,
an Event of Default with respect to the Securities of such series.

SECTION 602.  CERTAIN RIGHTS OF TRUSTEE

        Subject to the provisions of TIA Section 315(a) through 315(d):

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

        (2)   any request or direction of the Company mentioned herein shall be
              sufficiently evidenced by a Company Request or Company Order
              (other than delivery of any Security, together with any coupons
              appertaining thereto, to the Trustee for authentication and
              delivery pursuant to Section 303 which shall be sufficiently
              evidenced as provided therein) and any resolution of the Board of
              Directors may be sufficiently evidenced by a Board Resolution;

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

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

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




                                      -56-
<PAGE>   57

        (6)   the Trustee shall not be bound to make any investigation into the
              facts or matters stated in any resolution, certificate, statement,
              instrument, opinion, report, notice, request, direction, consent,
              order, bond, debenture, note, coupon or other paper or document,
              unless requested in writing so to do by the Holders of not less
              than a majority in aggregate principal amount of the Outstanding
              Securities of any series; provided that, if the payment within a
              reasonable time to the Trustee of the costs, expenses or
              liabilities likely to be incurred by it in the making of such
              investigation is, in the opinion of the Trustee, not reasonably
              assured to the Trustee by the security afforded to it by the terms
              of this Indenture, the Trustee may require reasonable indemnity
              against such expenses or liabilities as a condition to proceeding;
              the reasonable expenses of every such examination shall be paid by
              the Holders or, if paid by the Trustee, shall be repaid by the
              Holders upon demand. 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, relevant to the
              facts or matters that are the subject of its inquiry, personally
              or by agent or attorney;

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

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

        The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

        Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES

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




                                      -57-
<PAGE>   58

authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 604.  MAY HOLD SECURITIES

        The Trustee, any Paying Agent, Security Registrar, Authenticating Agent
or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and subject to TIA
Sections 310(b) and 311, and may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

SECTION 605.  MONEY HELD IN TRUST

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

SECTION 606.  COMPENSATION AND REIMBURSEMENT

        The Company agrees:

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

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

        (3)   to indemnify each of the Trustee and any predecessor Trustee for,
              and to hold it harmless against, any loss, liability or expense
              incurred without negligence or bad faith on its own 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.

        When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(5) or Section 501(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to




                                      -58-
<PAGE>   59

constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

        As security for the performance of the obligations of the Company under
this Section 606, the Trustee shall have a lien prior to the Securities upon all
property and money held or collected by the Trustee as such, except money held
in trust for the payment of principal of (or premium, if any) or interest on
particular Securities or any coupons.

        The provisions of this Section 606 shall survive the termination of this
Indenture.

SECTION 607.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING INTERESTS

        There shall at all times be a Trustee hereunder which shall be eligible
to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital
and surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of federal,
state, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 607, 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 the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 607, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six. Neither the Company nor any Person
directly or indirectly controlling or controlled by, or under common control
with, the Company shall serve as Trustee.

SECTION 608.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

        No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 609.

        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 an instrument
of acceptance by a successor Trustee shall not have been delivered to the
Trustee within 30 days after the giving of such notice or resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

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

        If at any time:

        (1)   the Trustee shall fail to comply with the provisions of TIA
              Section 310(b) after written request therefor by the Company or by
              any Holder of a Security who has been a bona fide Holder of a
              Security for at least six months; or




                                      -59-
<PAGE>   60

(2)            the Trustee shall cease to be eligible under Section 607 and
               shall fail to resign after written request therefor by the
               Company or by any Holder of a Security who has been a bona fide
               Holder of a Security for at least six months; or

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

        then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee and appoint a successor Trustee with respect
to all Securities or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

        If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Company, by or pursuant to 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). 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, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

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




                                      -60-
<PAGE>   61

SECTION 609.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

        In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee 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 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, subject nevertheless to its claim, if any, provided for in
Section 606.

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

        Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in this
Section 609, as the case may be.




                                      -61-
<PAGE>   62

        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 Six.

SECTION 610.  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 of 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 Six, without the execution or filing of any paper or any further act on
the part of the parties hereto. In case any Securities or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

SECTION 611.  APPOINTMENT OF AUTHENTICATING AGENT

        At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a bank or trust company or
corporation organized and doing business and in good standing under the laws of
the United States or of any state or the District of Columbia authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
federal or state authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 611, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent




                                      -62-
<PAGE>   63

report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
611, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section 611.

        Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 611, without the execution or filing of any paper or further
act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 611, the Trustee for such series may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall give notice of such appointment to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve in the manner set
forth in Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 611.

        The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation, including reimbursement of its reasonable expenses for
its services under this Section 611.

        If an appointment with respect to one or more series is made pursuant to
this Section 611, the Securities of such series may have endorsed thereon, in
addition to or in lieu of the Trustee's certificate of authentication, an
alternate certificate of authentication substantially in the following form:

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

                                  ____________________, as Trustee

                                  By: __________________________________________
                                      Authorized Signatory




                                      -63-
<PAGE>   64

                                  _____________________, as Authenticating Agent

                                  By: __________________________________________
                                      Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS

        Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, 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 TIA Section
312(b).

SECTION 702.  REPORTS BY TRUSTEE

        Within 60 days after _____ __ of each year commencing with _____ __,
20__, the Trustee shall transmit by mail to all Holders of Securities as
provided in TIA Section 313(c) a brief report dated as of such _____ __ if
required by TIA Section 313(a).

SECTION 703.  REPORTS BY COMPANY

        The Company will:

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




                                      -64-
<PAGE>   65

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

        (3)   transmit by mail to the Holders of Securities, within 30 days
              after the filing thereof with the Trustee, in the manner and to
              the extent provided in TIA Section 313(c), such summaries of any
              information, documents and reports required to be filed by the
              Company pursuant to clauses (1) and (2) of this Section 703 as may
              be required by rules and regulations prescribed from time to time
              by the Commission.

SECTION 704.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

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

        (1)   semiannually, not later than 15 days after the Regular Record Date
              for interest for each series of Securities, a list, in such form
              as the Trustee may reasonably require, of the names and addresses
              of the Holders of Securities of such series as of such Regular
              Record Date or, if there is no Regular Record Date for interest
              for such series of Securities, semiannually, upon such dates as
              are set forth in the Board Resolution or indenture supplemental
              hereto authorizing such series, and

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

        provided, however, that, so long as the Trustee is the Security
Registrar, no such list shall be required to be furnished.


                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

SECTION 801.  CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
              CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS

        The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other entity,
provided that in any such case (1) either the Company shall be the continuing
entity, or the successor entity shall be an entity organized and existing under
the laws of the United States or a state thereof and such successor entity shall
expressly assume the due and punctual payment of the principal of (and




                                      -65-
<PAGE>   66

premium, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1010) on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article Nine, satisfactory to the
Trustee, executed and delivered to the Trustee by such entity and (2)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof 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 the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

SECTION 802.  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION

        In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Indenture and the Securities. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

        In case of any such consolidation, merger, sale, lease or conveyance,
such changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

SECTION 803.  OFFICERS' CERTIFICATE AND OPINION OF COUNSEL

        Any consolidation, merger, sale, lease or conveyance permitted under
Section 801 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor corporation, complies with the provisions of this Article Eight and
that all conditions precedent herein provided for relating to such transaction
have been complied with.




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<PAGE>   67

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS

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

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

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

        (3)   to add any additional Events of Default for the benefit of the
              Holders of all or any series of Securities (and if such Events of
              Default are to be for the benefit of less than all series of
              Securities, stating that such Events of Default are expressly
              being included solely for the benefit of such series); provided,
              however, that in respect of any such additional Events of Default
              such supplemental indenture may provide for a particular period of
              grace after default (which period may be shorter or longer than
              that allowed in the case of other defaults), may provide for an
              immediate enforcement upon such default, may limit the remedies
              available to the Trustee upon such default or may limit the right
              of the Holders of a majority in aggregate principal amount of that
              or those series of Securities to which such additional Events of
              Default apply to waive such default; or

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




                                      -67-
<PAGE>   68

        (5)   to change or eliminate any of the provisions of this 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 entitled to the benefit of such provision; or

        (6)   to secure the Securities; or

        (7)   to establish the form or terms of Securities of any series and any
              related coupons as permitted by Sections 201 and 301, including
              the provisions and procedures relating to Securities convertible
              into Common Stock or Preferred Stock, as the case may be; or

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

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

        (10)  to supplement any of the provisions of this Indenture to such
              extent as shall be necessary to permit or facilitate the
              defeasance and discharge of any series of Securities pursuant to
              Sections 401, 1402 and 1403; provided, however, that any such
              action shall not adversely affect the interests of the Holders of
              Securities of such series and any related coupons or any other
              series of Securities in any material respect.

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

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




                                      -68-
<PAGE>   69

        (1)   change the Stated Maturity of the principal of (or premium, if
              any, on) or any installment of principal of or interest on, any
              Security; or reduce the principal amount thereof or the rate or
              amount of interest thereon or any Additional Amounts payable in
              respect thereof, or any premium payable upon the redemption
              thereof, or change any obligation of the Company to pay Additional
              Amounts pursuant to Section 1010 (except as contemplated by
              Section 801(1) and permitted by Section 901(1)), or reduce the
              amount of the principal of an Original Issue Discount Security
              that would be due and payable upon a declaration of acceleration
              of the Maturity thereof pursuant to Section 502 or the amount
              thereof provable in bankruptcy pursuant to Section 504, or
              adversely affect any right of repayment at the option of the
              Holder of any Security, or change any Place of Payment where, or
              the currency or currencies, currency unit or units or composite
              currency or currencies 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 or
              repayment at the option of the Holder, on or after the Redemption
              Date or the Repayment Date, as the case may be), 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 with respect to such series (or
              compliance with certain provisions of this Indenture or certain
              defaults hereunder and their consequences) provided for in this
              Indenture, or reduce the requirements of Section 1504 for quorum
              or voting, or

        (3)   modify any of the provisions of this Section 902, Section 513 or
              1011, except to increase the required percentage to effect such
              action or to provide that certain other provisions of this
              Indenture cannot be modified or waived without the consent of the
              Holder of each Outstanding Security affected thereby.

        It shall not be necessary for any Act of Holders under this Section 902
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

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




                                      -69-
<PAGE>   70

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES

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

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES

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

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT

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

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

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


                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, INTEREST
               AND ADDITIONAL AMOUNTS

        The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts payable in respect
of the Securities of that series in accordance with the terms of such series of
Securities, any coupons appertaining thereto and this Indenture. Unless
otherwise specified as contemplated by Section 301 with respect to




                                      -70-
<PAGE>   71

any series of Securities, any interest due on and any Additional Amounts payable
in respect of Bearer Securities on or before Maturity, other than Additional
Amounts, if any, payable as provided in Section 1010 in respect of principal of
(or premium, if any, on) such a Security, shall be payable only upon
presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature. Unless otherwise specified
with respect to Securities of any series pursuant to Section 301, at the option
of the Company, all payments of principal may be paid by check to the registered
Holder of the Registered Security or other person entitled thereto against
surrender of such Security.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY

        If Securities of a series are issuable only as Registered Securities,
the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or
surrendered for payment or conversion, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain: (1) in the Borough of Manhattan, the City
of New York, an office or agency where any Securities of that series may be
presented or surrendered for payment or conversion, where any Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment or conversion in the circumstances
described in the following paragraph (and not otherwise); (2) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Securities of that
series pursuant to Section 1010) or conversion; provided, however, that if the
Securities of that series are listed on any stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in any required city
located outside the United States, as the case may be, so long as the Securities
of that series are listed on such exchange; and (3) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that




                                      -71-
<PAGE>   72

series pursuant to Section 1010) or conversion at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

        Unless otherwise specified with respect to any Securities pursuant to
Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts payable on Securities of such series
pursuant to Section 1010) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, the City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
Additional Amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

        The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as a Place of Payment for each series of
Securities the office or agency of the Company in the Borough of Manhattan, the
City of New York, and initially appoints the Trustee at its Corporate Trust
Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.

        Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (1) are denominated
in a Foreign Currency or (2) may be payable in a Foreign Currency, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

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

        If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (and premium, if any), or interest on
or Additional Amounts in respect of, any of




                                      -72-
<PAGE>   73

the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) sufficient to pay the principal (and premium, if
any) or interest or Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents for any series
of Securities and any related coupons, it will, on or before each due date of
the principal of (and premium, if any), or interest on or Additional Amounts in
respect of, any Securities of that series, deposit with a Paying Agent a sum (in
the currency or currencies, currency unit or units or composite currency or
currencies described in the preceding paragraph) sufficient to pay the principal
(and premium, if any) or interest or Additional Amounts so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest or Additional Amounts and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

        The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 1003,
that such Paying Agent will

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

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

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

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

        Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment




                                      -73-
<PAGE>   74

of the principal of (and premium, if any) or interest on, or any Additional
Amounts in respect of, any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any), interest or Additional
Amounts has become due and payable shall be paid to the Company upon 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 of such principal of (and
premium, if any) or interest on, or any Additional Amounts in respect of, any
Security, without interest thereon, 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, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 1004.  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, all material rights (by certificate of incorporation, by-laws and
statute) and material franchises; provided, however, that the Company shall not
be required to preserve any 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.

SECTION 1005.  MAINTENANCE OF PROPERTIES

        The Company will cause all of its material properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that the Company and its Subsidiaries shall not be prevented from
selling or otherwise disposing for value of their properties in the ordinary
course of their business.

SECTION 1006.  INSURANCE

        The Company will, and will cause each of its Subsidiaries to, keep in
force upon all of its properties and operations policies of insurance carried
with responsible companies in such amounts and covering all such risks as shall
be customary in the industry in accordance with prevailing market conditions and
availability.




                                      -74-
<PAGE>   75

SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS

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

SECTION 1008.  PROVISION OF FINANCIAL INFORMATION

        Whether or not the Company is subject to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company will, within 15 days
after each of the respective dates by which the Company would have been required
to file annual reports, quarterly reports and other documents with the
Commission if the Company were so subject, (1) transmit by mail to all Holders,
as their names and addresses appear in the Security Register, without cost to
such Holders copies of the annual reports, quarterly reports and other documents
which the Company would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, if
the Company were subject to such Sections, and (2) file with the Trustee copies
of the annual reports, quarterly reports and other documents which the Company
would have been required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, if the Company were
subject to such Sections, and (3) promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder.

SECTION 1009.  STATEMENT AS TO COMPLIANCE

        The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, 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
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section
1009, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

SECTION 1010.  ADDITIONAL AMOUNTS

        If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 502(1), the payment of the principal
of or any premium or interest on, or in respect of, any Security of




                                      -75-
<PAGE>   76

any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided by the terms of
such series established pursuant to Section 301 to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to such terms and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made.

        Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
Persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such Securities. If the Trustee or any Paying Agent, as the case may be,
shall not so receive the above-mentioned Officers' Certificate, then the Trustee
or such Paying Agent shall be entitled (1) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (2) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section 1010 or in reliance on the
Company's not furnishing such an Officers' Certificate.

SECTION 1011.  WAIVER OF CERTAIN COVENANTS

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1008, inclusive, if before
or after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities of such series, by act of such
Holders, either waive such compliance in such instance or




                                      -76-
<PAGE>   77

generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect 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 term,
provision or condition shall remain in full force and effect.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE

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

SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE

        The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the Company
shall, at least 45 days prior to the giving of the notice of redemption in
Section 1104 (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 Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

        If less than all the Securities of any series issued on the same day
with the same terms 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 issued on such date with
the same terms 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 and the Security Registrar
(if other than itself) in writing of the Securities selected for redemption and,
in the case of any Securities selected for partial redemption, the principal
amount thereof to be redeemed.




                                      -77-
<PAGE>   78

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

SECTION 1104.  NOTICE OF REDEMPTION

        Notice of redemption shall be given in the manner provided in Section
106, not less than 30 days nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified by the terms of such series established
pursuant to Section 301, to each Holder of Securities to be redeemed, but
failure to give such notice in the manner herein provided to the Holder of any
Security designated for redemption as a whole or in part, or any defect in the
notice to any such Holder, shall not affect the validity of the proceedings for
the redemption of any other such Security or portion thereof.

        Any notice that is mailed to the Holders of Securities in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice.

        All notices of redemption shall state:

        (1)   the Redemption Date;

        (2)   the Redemption Price, accrued interest to the Redemption Date
              payable as provided in Section 1106, if any, and Additional
              Amounts, if any;

        (3)   if less than all Outstanding Securities of any series are to be
              redeemed, the identification (and, in the case of partial
              redemption, the principal amount) of the particular Security or
              Securities to be redeemed;

        (4)   in case any Security is to be redeemed in part only, the notice
              which relates to such Security shall state that on and after the
              Redemption Date, upon surrender of such Security, the holder will
              receive, without a charge, a new Security or Securities or
              authorized denominations for the principal amount thereof
              remaining unredeemed;

        (5)   that on the Redemption Date the Redemption Price and accrued
              interest to the Redemption Date payable as provided in Section
              1106, if any, will become due and payable upon each such Security,
              or the portion thereof, to be redeemed and, if applicable, that
              interest thereon shall cease to accrue on and after said date;

        (6)   the Place or Places of Payment where such Securities, together in
              the case of Bearer Securities with all coupons appertaining
              thereto, if any, maturing after




                                      -78-
<PAGE>   79

              the Redemption Date, are to be surrendered for payment of the
              Redemption Price and accrued interest, if any, or for conversion;

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

        (8)   that, unless otherwise specified in such notice, Bearer Securities
              of any series, if any, surrendered for redemption must be
              accompanied by all coupons maturing subsequent to the date fixed
              for redemption or the amount of any such missing coupon or coupons
              will be deducted from the Redemption Price, unless security or
              indemnity satisfactory to the Company, the Trustee for such series
              and any Paying Agent is furnished;

        (9)   if Bearer Securities of any series are to be redeemed and any
              Securities of such series are not to be redeemed, and if such
              Bearer Securities may be exchanged for Securities not subject to
              redemption on this Redemption Date pursuant to Section 305 or
              otherwise, the last date, as determined by the Company, on which
              such exchanges may be made;

        (10)  the CUSIP number of such Security, if any; and

        (11)  if applicable, that a Holder of Securities who desires to convert
              Securities for redemption must satisfy the requirements for
              conversion contained in such Securities, the then-existing
              conversion price or rate, the place or places where such
              Securities may be surrendered for conversion, and the date and
              time when the option to convert shall expire.

        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 1105.  DEPOSIT OF REDEMPTION PRICE

        On or before 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, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

        If any Securities called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of




                                      -79-
<PAGE>   80

such Security shall be paid to the Company upon Company Request or, if then held
by the Company, shall be discharged from such trust.

SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that, except as otherwise provided with respect to Securities convertible into
Common Stock or Preferred Stock, installments of interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their
terms and the provisions of Section 307.

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

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




                                      -80-
<PAGE>   81

SECTION 1107.  SECURITIES REDEEMED IN PART

        Any Registered Security which is to be redeemed only in part (pursuant
to the provisions of this Article Eleven or of Article Twelve) 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 or her 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 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, the Company
shall execute and the Trustee shall authenticate and deliver to the depositary,
without service charge, a new Global Security in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Global Security so
surrendered.


                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE

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

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

SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES

        The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Securities of a series, (1) deliver
Outstanding Securities of such series (other than any previously called for
redemption) together, in the case of any Bearer Securities of such series, with
all unmatured coupons appertaining thereto and (2) apply as a credit Securities
of such 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, as
provided for by the terms of such Securities, or which have otherwise been
acquired by the Company;




                                      -81-
<PAGE>   82

provided, however, that such Securities so delivered or applied as a credit have
not been previously so credited. Such Securities shall be received and credited
for such purpose by the Trustee at the applicable Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND

        Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory 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 in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. 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
1103 and cause notice of the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301.  APPLICABILITY OF ARTICLE

        Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 301) in accordance with this Article
Thirteen.

SECTION 1302.  REPAYMENT OF SECURITIES

        Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or
prior to the Repayment Date it will deposit with the Trustee or with a




                                      -82-
<PAGE>   83

Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series)
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.

SECTION 1303.  EXERCISE OF OPTION

        Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. In order for any Security to be repaid at the option of the
Holder, the Trustee must receive at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the "Option to Elect
Repayment" form on the reverse thereof duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse of the Security, will be received by the Trustee not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, however, that such telegram, telex,
facsimile transmission or letter shall only be effective if such Security and
form duly completed are received by the Trustee by such fifth Business Day. If
less than the entire principal amount of such Security is to be repaid in
accordance with the terms of such Security, the principal amount of such
Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or
Securities to be issued to the Holder for the portion of the principal amount of
such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
or the repayment option by the Holder shall be irrevocable unless waived by the
Company.




                                      -83-
<PAGE>   84

SECTION 1304.  WHEN SECURITIES PRESENTED FOR REPAYMENT BECOME DUE AND PAYABLE

        If Securities of any series providing for repayment at the option of the
Holders thereof shall have been surrendered as provided in this Article Thirteen
and as provided by or pursuant to the terms of such Securities, such Securities
or the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Securities,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant record dates according to their terms and the
provisions of Section 307.

        If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

        If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.




                                      -84-
<PAGE>   85

SECTION 1305.  SECURITIES REPAID IN PART

        Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
               EFFECT DEFEASANCE OR COVENANT DEFEASANCE

        If, pursuant to Section 301, provision is made for either or both of (1)
defeasance of the Securities of or within a series under Section 1402 or (2)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article Fourteen (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article Fourteen.

SECTION 1402.  DEFEASANCE AND DISCHARGE

        Upon the Company's exercise of the above option applicable to this
Section 1402 with respect to any Securities of or within a series, the Company
shall be deemed to have been discharged from its obligations with respect to
such Outstanding Securities and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1405 and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all of its other obligations under such Securities and any coupons
appertaining thereto and this Indenture insofar as such Securities and any
coupons appertaining thereto are concerned (and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as




                                      -85-
<PAGE>   86

more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (2) the Company's obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1010, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and (4) this Article Fourteen. Subject to
compliance with this Article Fourteen, the Company may exercise its option under
this Section 1402 notwithstanding the prior exercise of its option under Section
1403 with respect to such Securities and any coupons appertaining thereto.

SECTION 1403.  COVENANT DEFEASANCE

        Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1004 to 1008, inclusive, and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons appertaining thereto
on and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with Sections 1004 to 1008,
inclusive, or such other covenant, but shall continue to be deemed "Outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such Outstanding Securities and any coupons
appertaining thereto, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or such other covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or such other covenant or by
reason of reference in any such Section or such other covenant to any other
provision herein or in any other document, and such omission to comply shall not
constitute a default or an Event of Default under Section 501(4) or 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

SECTION 1404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE

        The following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

        (1)   The Company shall irrevocably have deposited or caused to be
              deposited with the Trustee (or another Trustee satisfying the
              requirements of Section 607 who shall agree to comply with the
              provisions of this Article Fourteen applicable to it) as trust
              funds in trust for the purpose of making the following payments,
              specifically pledged as security for, and dedicated solely to, the
              benefit of the Holders of such Securities and any coupons
              appertaining thereto, (A) an amount in such currency, currencies
              or currency unit in which such Securities




                                      -86-
<PAGE>   87

              and any coupons appertaining thereto are then specified as payable
              at Stated Maturity, or (B) Government Obligations applicable to
              such Securities and coupons appertaining thereto (determined on
              the basis of the currency, currencies or currency unit in which
              such Securities and coupons appertaining thereto are then
              specified as payable at Stated Maturity) which through the
              scheduled payment of principal and interest in respect thereof in
              accordance with their terms will provide, not later than one day
              before the due date of any payment of principal of (and premium,
              if any) and interest, if any, on such Securities and any coupons
              appertaining thereto, or (C) a combination thereof, in any case,
              in an amount sufficient, without consideration of any reinvestment
              of such principal and interest, in the opinion of a nationally
              recognized firm of independent public accountants expressed in a
              written certification thereof delivered to the Trustee, to pay and
              discharge, and which shall be applied by the Trustee (or other
              qualifying Trustee) to pay and discharge, (i) the principal of
              (and premium, if any) and interest, if any, on such Outstanding
              Securities and any coupons appertaining thereto on the Stated
              Maturity of such principal or installment of principal or interest
              and (ii) any mandatory sinking fund payments or analogous payments
              applicable to such Outstanding Securities and any coupons
              appertaining thereto on the day on which such payments are due and
              payable in accordance with the terms of this Indenture and of such
              Securities and any coupons appertaining thereto.

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

        (3)   No Event of Default or event which with notice or lapse of time or
              both would become an Event of Default with respect to such
              Securities and any coupons appertaining thereto shall have
              occurred and be continuing on the date of such deposit or, insofar
              as Sections 501(6) and 501(7) are concerned, at any time during
              the period ending on the 91st day after the date of such deposit
              (it being understood that this condition shall not be deemed
              satisfied until the expiration of such period).

        (4)   In the case of an election under Section 1402, the Company shall
              have delivered to the Trustee an Opinion of Counsel stating that
              (A) the Company has received from, or there has been published by,
              the Internal Revenue Service a ruling or (B) since the date of
              execution of this Indenture, there has been a change in the
              applicable federal income tax law, in either case to the effect
              that, and based thereon such opinion shall confirm that, the
              Holders of such Outstanding Securities and any coupons
              appertaining thereto will not recognize income, gain or loss for
              federal income tax purposes as a result of such defeasance and
              will be subject to federal income tax on the same




                                      -87-
<PAGE>   88

              amounts, in the same manner and at the same times as would have
              been the case if such defeasance had not occurred.

        (5)   In the case of an election under Section 1403, the Company shall
              have delivered to the Trustee an Opinion of Counsel to the effect
              that the Holders of such Outstanding Securities and any coupons
              appertaining thereto will not recognize income, gain or loss for
              federal income tax purposes as a result of such covenant
              defeasance and will be subject to federal income tax on the same
              amounts, in the same manner and at the same times as would have
              been the case if such covenant defeasance had not occurred.

        (6)   The Company shall have delivered to the Trustee an Officers'
              Certificate and an Opinion of Counsel, each stating that all
              conditions precedent to the defeasance under Section 1402 or the
              covenant defeasance under Section 1403 (as the case may be) have
              been complied with and an Opinion of Counsel to the effect that
              either (A) as a result of a deposit pursuant to clause (1) above
              and the related exercise of the Company's option under Section
              1402 or 1403 (as the case may be), registration is not required
              under the Investment Company Act of 1940, as amended, by the
              Company, with respect to the trust funds representing such deposit
              or by the Trustee for such trust funds or (B) all necessary
              registrations under said act have been effected.

        (7)   Notwithstanding any other provisions of this Section 1404, such
              defeasance or covenant defeasance shall be effected in compliance
              with any additional or substitute terms, conditions or limitations
              which may be imposed on the Company in connection therewith
              pursuant to Section 301.

SECTION 1405.  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
               IN TRUST; OTHER MISCELLANEOUS PROVISIONS

        Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations (or other property as may be provided pursuant
to Section 301) (including the proceeds thereof) deposited with the Trustee (or
other qualifying Trustee, collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of any Outstanding Securities of
any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

        Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(1) has been made,
(1) the Holder of a Security in




                                      -88-
<PAGE>   89

respect of which such deposit was made is entitled to, and does, elect pursuant
to Section 301 or the terms of such Security to receive payment in a currency or
currency unit other than that in which the deposit pursuant to Section 1404(1)
has been made in respect of such Security or (2) a Conversion Event occurs in
respect of the currency or currency unit in which the deposit pursuant to
Section 1404(1) has been made, the indebtedness represented by such Security and
any coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on such Security as the same becomes due
out of the proceeds yielded by converting (from time to time as specified below
in the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable market exchange rate for such currency or currency unit in
effect on the second Business Day prior to each payment date, except, with
respect to a Conversion Event, for such currency or currency unit in effect (as
nearly as feasible) at the time of the Conversion Event.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

        Anything in this Article Fourteen to the contrary notwithstanding,
subject to Section 606, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect a defeasance or covenant defeasance, as applicable, in
accordance with this Article Fourteen.


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED

        A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article Fifteen to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.




                                      -89-
<PAGE>   90

SECTION 1502.  CALL, NOTICE AND PLACE OF MEETINGS

        (1)   The Trustee may at any time call a meeting of Holders of
              Securities of any series for any purpose specified in Section
              1501, to be held at such time and at such place as the Trustee
              shall determine. Notice of every meeting of Holders of Securities
              of any series, setting forth the time and the place of such
              meeting and in general terms the action proposed to be taken at
              such meeting, shall be given, in the manner provided in Section
              106, not less than 20 nor more than 180 days prior to the date
              fixed for the meeting.

        (2)   In case at any time the Company, pursuant to a Board Resolution,
              or the Holders of at least [10]% in principal amount of the
              Outstanding Securities of any series shall have requested the
              Trustee to call a meeting of the Holders of Securities of such
              series for any purpose specified in Section 1501, by written
              request setting forth in reasonable detail the action proposed to
              be taken at the meeting, and the Trustee shall not have made the
              first publication of the notice of such meeting within 20 days
              after receipt of such request or shall not thereafter proceed to
              cause the meeting to be held as provided herein, then the Company
              or the Holders of Securities of such series in the amount above
              specified, as the case may be, may determine the time and the
              place for such meeting and may call such meeting for such purposes
              by giving notice thereof as provided in clause (1) of this Section
              1502.

SECTION 1503.  PERSONS ENTITLED TO VOTE AT MEETINGS

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

SECTION 1504.  QUORUM; ACTION

        The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the




                                      -90-
<PAGE>   91

chairman of the meeting prior to the adjournment of such meeting. In the absence
of a quorum at the reconvening of any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10 days; at the
reconvening of any meeting adjourned or further adjourned for lack of a quorum,
the persons entitled to vote [25]% in aggregate principal amount of the then
Outstanding Securities shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 1502(2), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened.

        Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Securities
of that series.

        Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section 1504 shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

        Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

        (1)   there shall be no minimum quorum requirement for such meeting and

        (2)   the principal amount of the Outstanding Securities of such series
              that vote in favor of such request, demand, authorization,
              direction, notice, consent, waiver or other action shall be taken
              into account in determining whether such request, demand,
              authorization, direction, notice, consent, waiver or other action
              has been made, given or taken under this Indenture.




                                      -91-
<PAGE>   92

SECTION 1505.  DETERMINATION OF VOTING RIGHTS, CONDUCT AND
               ADJOURNMENT OF MEETINGS

        (1)   Notwithstanding any provisions of this Indenture, the Trustee may
              make such reasonable regulations as it may deem advisable for any
              meeting of Holders of Securities of a series in regard to proof of
              the holding of Securities of such series and of the appointment of
              proxies and in regard to the appointment and duties of inspector
              of elections, the submission and examination of proxies,
              certificates and other evidence of the right to vote, and such
              other matters concerning the conduct of the meeting as it shall
              deem appropriate. Except as otherwise permitted or required by any
              such regulations, the holding of Securities shall be proved in the
              manner specified in Section 104 and the appointment of any proxy
              shall be proved in the manner specified in Section 104 or by
              having the signature of the Person executing the proxy witnessed
              or guaranteed by any trust company, bank or banker authorized by
              Section 104 to certify to the holding of Bearer Securities. Such
              regulations may provide that written instruments appointing
              proxies, regular on their face, may be presumed valid and genuine
              without the proof specified in Section 104 or other proof.

        (2)   The Trustee shall, by an instrument in writing appoint a temporary
              chairman of the meeting, unless the meeting shall have been called
              by the Company or by Holders of Securities as provided in Section
              1502(2), in which case the Company or the Holders of Securities of
              the series calling the meeting, as the case may be, shall in like
              manner appoint a temporary chairman. A permanent chairman and a
              permanent secretary of the meeting shall be elected by vote of the
              Persons entitled to vote a majority in principal amount of the
              Outstanding Securities of such series represented at the meeting.

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

        (4)   Any meeting of Holders of Securities of any series duly called
              pursuant to Section 1502 at which a quorum is present may be
              adjourned from time to time by Persons entitled to vote a majority
              in principal amount of the Outstanding Securities of such series
              represented at the meeting, and the meeting may be held as so
              adjourned without further notice.




                                      -92-
<PAGE>   93

SECTION 1506.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS

        The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


                              SIGNATURES AND SEALS

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



                                            SHURGARD STORAGE CENTERS, INC.



                                            By: ________________________________
                                                Name, Title

        [SEAL]

Attest:



By: ________________________________
    Name, Title

                                            TRUSTEE.



                                            By: ________________________________
                                                Name, Title




                                      -93-
<PAGE>   94

        [SEAL]

Attest:



By: ________________________________
    Name, Title



STATE OF WASHINGTON )
                    ) ss. COUNTY OF KING
                    )

        On this __ day of _____, 20__, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared __________ and ________, to me known to be the persons who
signed as ___________________ and ___________________________, respectively, of
SHURGARD STORAGE CENTERS, INC., the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that they were duly elected, qualified and acting
as said officers of the corporation, that they were authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said
corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.

                                            [SEAL]

                                            By: ________________________________
                                                (Signature of Notary)

                                            ____________________________________
                                            (Print or stamp name of Notary)

                                            NOTARY PUBLIC in and for the State
                                            of Washington, residing at Seattle.

                                            My Appointment Expires: ____________

STATE OF __________________  )
                             ) ss. COUNTY OF _________________
                             )

        On this __ day of _____, 20__, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared __________ and ________, to me known to be the persons who
signed as ___________________ and ___________________________, respectively, of
SHURGARD STORAGE CENTERS, INC., the corporation that executed the within and
foregoing instrument, and acknowledged




                                      -94-
<PAGE>   95

said instrument to be the free and voluntary act and deed of said corporation
for the uses and purposes therein mentioned, and on oath stated that they were
duly elected, qualified and acting as said officers of the corporation, that
they were authorized to execute said instrument and that the seal affixed, if
any, is the corporate seal of said corporation.

        IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.


                                            [SEAL]

                                            By: ________________________________
                                                (Signature of Notary)

                                            ____________________________________
                                            (Print or stamp name of Notary)

                                            NOTARY PUBLIC in and for the State
                                            of ___________, residing at _______.

                                            My Appointment Expires: ___________




                                      -95-
<PAGE>   96

                                    EXHIBIT A

                  FORM OF REDEEMABLE OR NONREDEEMABLE SECURITY

                               [Face of Security]

[If the Holder of this Security (as indicated below it) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY AS NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.]

[If this Security is an Original Issue Discount Security, insert - --

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ___% OF ITS
PRINCIPAL AMOUNT, THE ISSUE DATE IS ______________, 20__ [AND] THE YIELD TO
MATURITY IS ____%. [THE METHOD USED TO DETERMINE THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF _________, 20__ TO
____________, 20__, IS ____% OF THE PRINCIPAL AMOUNT OF THIS SECURITY.]


                         SHURGARD STORAGE CENTERS, INC.

                             [Designation of Series]

No. _____

$ _______

        SHURGARD STORAGE CENTERS, INC., a Washington corporation (herein
referred to as the "Company," which term includes any successor corporations
under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to




                                      -96-
<PAGE>   97

___________________________________________ or registered assigns the principal
sum of _______ Dollars on ____________________ (the "Stated Maturity Date") [or
insert date fixed for earlier redemption (the "Redemption Date)" and, together
with the Stated Maturity Date with respect to principal repayable on such date,
the "Maturity Date")].

[If the Security is to bear interest prior to maturity, insert--

and to pay interest thereon from _____________________ or from the most recent
interest payment date to which interest has been paid or duly provided for,
semi-annually on ___________ and _______________ in each year (each, an
"Interest Payment Date"), commencing ________________, at the rate of ___% per
annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Holder in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the
____________ or ______________ (whether or not a Business Day, as defined
below), as the case may be, next preceding such Interest Payment Date [at the
office or agency of the Company maintained for such purpose; provided, however,
that such interest may be paid, at the Company's option, by mailing a check to
such Holder at his registered address or by transfer of funds to an account
maintained by such Holder within the United States]. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. Interest will be computed on the
basis of a 360- day year of twelve 30-day months.]

[If the Security is not to bear interest prior to Maturity, insert--

        The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at the [Stated] Maturity Date and in such case the overdue principal of this
Security shall bear interest at the rate of ___% per annum (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such default in payment to the date payment of such principal
has been made or duly provided for. Interest on any overdue principal shall be
payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ___% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]




                                      -97-
<PAGE>   98

        The principal of this Security payable on the [Stated] Maturity Date [or
the principal of, premium, if any, and, if the Redemption Date is not an
Interest Payment Date, interest on this Security payable on the Redemption Date]
will be paid against presentation of this Security at the office or agency of
the Company maintained for that purpose in ___________________, in such coin or
currency of the United States as at the time of payment is legal tender for the
payment of public and private debts.

        Interest payable on this Security on any Interest Payment Date and on
the [Stated] Maturity Date [or Redemption Date, as the case may be,] will
include interest accrued from and including the next preceding Interest Payment
Date in respect of which interest has been paid or duly provided for (or from
and including ___________, if no interest has been paid on this Security) to but
excluding such Interest Payment Date or the [Stated] Maturity Date [or
Redemption Date, as the case may be]. If any Interest Payment Date or the
[Stated] Maturity Date [or Redemption Date] falls on a day that is not a
Business Day, principal, premium, if any, and/or interest payable with respect
to such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as
the case may be,] will be paid on the next succeeding Business Day with the same
force and effect as if it were paid on the date such payment was due, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or [Stated] Maturity Date [or Redemption Date, as the
case may be]. "Business Day" means any day, other than a Saturday or Sunday, on
which banks in New York are not required or authorized by law or executive order
to close.

[If this Security is a Global Security, insert--

        All payments of principal, premium, if any, and interest in respect of
this Security will be made by the Company in immediately available funds.]

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

        Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized signatories, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

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


Dated: ________________                     SHURGARD STORAGE CENTERS, INC.



                                            By: ________________________________
                                                Name, Title




                                      -98-
<PAGE>   99

        [SEAL]

Attest:



By: ________________________________
    Name, Title





                                      -99-
<PAGE>   100

                              [Reverse of Security]

                         SHURGARD STORAGE CENTERS, INC.

        This Security is one of a duly authorized issue of securities of the
Company, issued and to be issued in one or more series under an Indenture, dated
as of ___________, 20___ (herein called the "Indenture") between the Company and
_______________________, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the duly authorized series of Securities designated on the face hereof
(collectively, the "Securities"), [if applicable, insert--and the aggregate
principal amount of the securities to be issued under such series is limited to
$_________ (except for Securities authenticated and delivered upon transfer of,
or in exchange for, or in lieu of other Securities).] All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture.

        If an Event of Default shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture.

[If applicable, insert--

        The Securities may not be redeemed prior to the [Stated] Maturity Date.]

[If applicable, insert--

        The Securities are subject to redemption

[If applicable, insert--

        (1)   on _____________ in any year commencing with the year ____ and
              ending with the year ____ through operation of the sinking fund
              for this series at a Redemption Price equal to 100% of the
              principal amount] and

[If applicable, insert--

        (2)   at any time [on or after _____________], as a whole or in part, at
              the election of the Company, at the following Redemption Prices
              (expressed as percentages of the principal amount):




                                     -100-
<PAGE>   101

        If redeemed on or before ______________, ___% and if redeemed during the
12-month period beginning ___________ of the years indicated, at the Redemption
Prices indicated below.

          Year                 Redemption Price
          ----                 ----------------


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

[If applicable, insert--

        The Securities are subject to redemption (1) on _________ in any year
commencing with the year ____ and ending with the year ____ through operation of
the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below and (2) at any time [on or after _____], as a whole
or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning ____________ of the years indicated,

<TABLE>
<CAPTION>
Redemption Price for Redemption through          Redemption Price for Redemption Otherwise
Operation of the Sinking Fund                    than through Operation of the Sinking Fund
---------------------------------------          ------------------------------------------
<S>                                              <C>


</TABLE>

and thereafter at a Redemption Price equal to ____% of the principal amount,
together, in the case of any such redemption (whether through operation of the
sinking fund or otherwise), with accrued interest to the Redemption Date;
provided, however, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant record dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert--




                                     -101-
<PAGE>   102

        Notwithstanding the foregoing, the Company may not, prior to __________,
redeem any Securities as contemplated by [clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of money borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

[If applicable, insert--

        The sinking fund for the Securities provides for the redemption on
_________ in each year, beginning with the year ____ and ending with the year
____, of [not less than] $_____] [("mandatory sinking fund") and not more than
$_____] aggregate principal amount of the Securities. [The Securities acquired
or redeemed by the Company otherwise than through [mandatory] sinking fund
payments may be credited against subsequent [mandatory] sinking fund payments
otherwise required to be made in the [describe order] order in which they become
due.]]

        Notice of redemption will be given by mail to Holders of Securities, not
less than 30 nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture.

        In the event of redemption of the Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.

[If applicable, insert conversion provisions set forth in any Board Resolution
or indenture supplemental to the Indenture.]

        The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of not
less than a majority of the aggregate principal amount of all Securities issued
under the Indenture at the time Outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Securities, on behalf of the
Holders of all such Securities, to waive compliance by the Company with certain
provisions of the Indenture. Furthermore, provisions in the Indenture permit the
Holders of not less than a majority of the aggregate principal amount, in
certain instances, of the Outstanding Securities of any series to waive, on
behalf of all of the Holders of Securities of such series, certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and other Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

        No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and




                                     -102-
<PAGE>   103

unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the tines, places and rate, and in the coin or currency, herein
prescribed.

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

        As provided in the Indenture and subject to certain limitations therein
[and herein] set forth, this Security is exchangeable for a like aggregate
principal amount of Securities of different authorized denominations but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.

        The Securities of this series are issuable only in registered form
[without coupons] in denominations of $___________ and any integral multiple
thereof.

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

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

        No recourse shall be had for the payment of the principal of or premium,
if any, or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, whether by virtue of
any constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.

        The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of Washington applicable to agreements
made and to be performed entirely in such State.




                                     -103-
<PAGE>   104

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



                                            [NAME OF TRUSTEE], as Trustee



                                            By: ________________________________
                                                Authorized Signatory





                                     -104-
<PAGE>   105

                                    EXHIBIT B

                             FORMS OF CERTIFICATION

                                   EXHIBIT B-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

        This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account are owned by
(i) person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States Person(s)"), (ii) United States Person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v), are
herein referred to as "financial institutions") purchasing for their own account
or for resale or (b) United States Person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise
Shurgard Storage Centers, Inc. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States Person or to a person within the United States or its possessions.

        As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

        We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement




                                     -105-
<PAGE>   106

herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date.

        This certificate excepts and does not relate to [US$ ____________] of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

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

        Dated: ________________, _____ [To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date
occurring prior to the Exchange Date, as applicable]



                                         [Name of Person Making Certification]

                                         _______________________________________
                                         (Authorized Signator)

                                         Name: _________________________________

                                         Title: ________________________________





                                     -106-
<PAGE>   107

                                   EXHIBIT B-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                        CEDEL S.A. IN CONNECTION WITH THE
                                   EXCHANGE OF

              A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN
                   INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

        This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [US$]
_________________________ principal amount of the above-captioned Securities is
owned by (i) person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States Person(s)"), (ii) United States Person(s) that are (a)
foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v), are herein referred to as "financial institutions")
purchasing for their own account or for resale or (b) United States Person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
financial institution has agreed, on its own behalf or through its agent, that
we may advise Shurgard Storage Centers, Inc. or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the further
effect, that financial institutions described in clause (iii) (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions.

        As used herein, "United States" means the United States of America
(including the states and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

        We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above- referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member




                                     -107-
<PAGE>   108

Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

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

        Dated: _____________ ____ [To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring prior to the Exchange Date, as
applicable]




                                            By: ________________________________
                                                Name, Title





                                     -108-