<PAGE>   1
                                                                     Exhibit 4.1


                                KRAFT FOODS INC.

                                       and

                            THE CHASE MANHATTAN BANK,
                                     Trustee


                                    INDENTURE

                         Dated as of              , 2001




                                 Debt Securities
<PAGE>   2
                                KRAFT FOODS INC.

      Reconciliation and tie showing the location in the Indenture dated as of
__________ ___, 2001 of the provisions inserted pursuant to Sections 310 to
318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
---------------------------                                   -----------------
Section 310 (a)(1).........................................................609
            (a)(2).........................................................609
            (a)(3)..............................................Not Applicable
            (a)(4)..............................................Not Applicable
            (b)............................................................608
                                                                        610(d)
            (c).................................................Not Applicable
Section 311 (a)............................................................613
            (b)............................................................613
            (c).................................................Not Applicable
Section 312 (a)............................................................701
                                                                        702(a)
            (b).........................................................702(b)
            (c).........................................................702(c)
Section 313 (a).........................................................703(a)
            (b).........................................................703(b)
            (c).........................................................703(a)
            (d).........................................................703(b)
Section 314 (a)...................................................704 and 1005
            (b).................................................Not Applicable
            (c)............................................................102
            (c)(1).........................................................102
            (c)(2).........................................................102
            (c)(3)..............................................Not Applicable
            (d).................................................Not Applicable
            (e)............................................................102
Section 315 (a).........................................................601(a)
            (b)............................................602, 703(a) and 106
            (c).........................................................601(b)
            (d).........................................................601(c)
            (d)(1)...................................................601(a)(1)
            (d)(2)...................................................601(c)(2)
            (d)(3)...................................................601(c)(3)
            (e)............................................................514
Section 316 (a)............................................................101
            (a)(1)(A)............................................. 502 and 512
            (a)(1)(B)......................................................513
            (a)(2)..............................................Not Applicable
            (b)............................................................508
            (c).................................................Not Applicable
Section 317 (a)(1).........................................................503
            (a)(2).........................................................504
            (b)...........................................................1003
Section 318 (a)............................................................107


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
PARTIES...........................................................................................................1
RECITALS..........................................................................................................1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

       SECTION 101. Definitions...................................................................................1
         Act......................................................................................................1
         Affected Security........................................................................................1
         Affiliate................................................................................................2
         Authenticating Agent.....................................................................................2
         Authorized Newspapers....................................................................................2
         Bearer Security..........................................................................................2
         Board of Directors.......................................................................................2
         Board Resolution.........................................................................................2
         Business Day.............................................................................................2
         Capital Stock............................................................................................2
         Certificate of a Firm of Independent Public Accountants..................................................2
         Clearstream..............................................................................................3
         Code.....................................................................................................3
         Commission...............................................................................................3
         Company..................................................................................................3
         Company Request and Company Order........................................................................3
         Component Currency.......................................................................................3
         Consolidated Capitalization..............................................................................3
         Consolidated Net Tangible Assets.........................................................................3
         Conversion Event.........................................................................................3
         Corporate Trust Office...................................................................................3
         corporation..............................................................................................3
         coupon...................................................................................................3
         Currency Determination Agent.............................................................................3
         Defaulted Interest.......................................................................................3
         Depositary...............................................................................................4
         Determination Notice.....................................................................................4
         Dollars and $............................................................................................4
         Election Date............................................................................................4
         Euro.....................................................................................................4
         Euroclear................................................................................................4
         Event of Default.........................................................................................4
         Exchange Date............................................................................................4
         Foreign Currency.........................................................................................4
         Global Exchange Agent....................................................................................4
         Global Securities........................................................................................4
         Government Obligations...................................................................................4
         Holder...................................................................................................4
         Indenture................................................................................................4
         Indexed Security.........................................................................................5
         interest.................................................................................................5
</TABLE>
<PAGE>   4
<TABLE>
<S>                                                                                                              <C>
         Interest Payment Date....................................................................................5
         Issue Date...............................................................................................5
         Judgment Date............................................................................................5
         LIBOR....................................................................................................5
         LIBOR Currency...........................................................................................5
         LIBOR Security...........................................................................................5
         London Business Day......................................................................................5
         Luxembourg Stock Exchange................................................................................5
         Market Exchange Rate.....................................................................................5
         Maturity.................................................................................................5
         Notice of Default........................................................................................5
         Officers' Certificate....................................................................................5
         OID Security.............................................................................................6
         Opinion of Counsel.......................................................................................6
         Outstanding..............................................................................................6
         Paying Agent.............................................................................................6
         Person...................................................................................................6
         Place of Payment.........................................................................................6
         Predecessor Security.....................................................................................7
         Principal Facility.......................................................................................7
         Principal Financial Center...............................................................................7
         Redemption Date..........................................................................................7
         Redemption Price.........................................................................................7
         Registered Security......................................................................................7
         Regular Record Date......................................................................................7
         Responsible Officer......................................................................................7
         Securities...............................................................................................7
         Security Register and Security Registrar.................................................................7
         series...................................................................................................7
         Special Record Date......................................................................................7
         Stated Maturity..........................................................................................7
         Subsidiary...............................................................................................8
         Substitute Date..........................................................................................8
         Trust Indenture Act......................................................................................8
         Trustee..................................................................................................8
         United States............................................................................................8
         United States Alien......................................................................................8
         Western Europe...........................................................................................8
         Yield to Maturity........................................................................................8
       SECTION 102. Compliance Certificates and Opinions..........................................................8
       SECTION 103. Form of Documents Delivered to Trustee........................................................9
       SECTION 104. Acts of Holders...............................................................................9
       SECTION 105. Notices, Etc., to Trustee and the Company....................................................10
       SECTION 106. Notice to Holders; Waiver....................................................................11
       SECTION 107. Conflict with Trust Indenture Act............................................................11
       SECTION 108. Effect of Headings and Table of Contents.....................................................11
       SECTION 109. Successors and Assigns.......................................................................12
       SECTION 110. Separability Clause..........................................................................12
       SECTION 111. Benefits of Indenture........................................................................12
       SECTION 112. Governing Law................................................................................12
       SECTION 113. Non-Business Day.............................................................................12
       SECTION 114. Immunity of Incorporators, Stockholders, Officers and Directors..............................12
       SECTION 115. Certain Matters Relating to Currencies.......................................................13
       SECTION 116. Language of Notices, Etc.....................................................................13
</TABLE>

                                      (ii)
<PAGE>   5
<TABLE>
<S>                                                                                                              <C>
                                   ARTICLE TWO

                                 SECURITY FORMS

       SECTION 201.  Forms of Securities.........................................................................13
       SECTION 202.  Form of Trustee's Certificate of Authentication.............................................14
       SECTION 203.  Securities in Global Form...................................................................14

                                  ARTICLE THREE

                                 THE SECURITIES

       SECTION 301.  Title; Payment and Terms....................................................................14
       SECTION 302.  Denominations and Currencies................................................................17
       SECTION 303.  Execution, Authentication, Delivery and Dating..............................................17
       SECTION 304.  Temporary Securities and Exchange of Securities.............................................18
       SECTION 305.  Registration, Registration of Transfer and Exchange.........................................21
       SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities and Coupons................................23
       SECTION 307.  Payment of Interest; Interest Rights Preserved..............................................24
       SECTION 308.  Persons Deemed Owners.......................................................................25
       SECTION 309.  Cancellation................................................................................25
       SECTION 310.  Computation of Interest.....................................................................26
       SECTION 311.  Currency and Manner of Payments in Respect of Securities....................................26
       SECTION 312.  Appointment and Resignation of Currency Determination Agent.................................28

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

       SECTION 401.  Option to Effect Legal Defeasance or Covenant Defeasance....................................28
       SECTION 402.  Legal Defeasance and Discharge..............................................................28
       SECTION 403.  Covenant Defeasance.........................................................................29
       SECTION 404.  Conditions to Legal or Covenant Defeasance..................................................29
       SECTION 405.  Satisfaction and Discharge of Indenture.....................................................30
       SECTION 406.  Survival of Certain Obligations.............................................................31
       SECTION 407.  Acknowledgment of Discharge by Trustee......................................................31
       SECTION 408.  Application of Trust Moneys.................................................................31
       SECTION 409.  Repayment to the Company; Unclaimed Money...................................................31
       SECTION 410.  Reinstatement...............................................................................32

                                  ARTICLE FIVE

                                    REMEDIES

       SECTION 501.  Events of Default...........................................................................32
       SECTION 502.  Acceleration of Maturity; Rescission and Annulment..........................................33
       SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.............................34
       SECTION 504.  Trustee May File Proofs of Claim............................................................35
       SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons......................35
       SECTION 506.  Application of Money Collected..............................................................36
       SECTION 507.  Limitation on Suits.........................................................................36
       SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest, if
                       any.......................................................................................36
       SECTION 509.  Restoration of Rights and Remedies..........................................................37
</TABLE>

                                     (iii)
<PAGE>   6
<TABLE>
<S>                                                                                                              <C>
       SECTION 510.  Rights and Remedies Cumulative..............................................................37
       SECTION 511.  Delay or Omission Not Waiver................................................................37
       SECTION 512.  Control by Holders..........................................................................37
       SECTION 513.  Waiver of Past Defaults.....................................................................37
       SECTION 514.  Undertaking for Costs.......................................................................38
       SECTION 515.  Waiver of Stay or Extension Laws............................................................38
       SECTION 516.  Judgment Currency...........................................................................38

                                   ARTICLE SIX

                                   THE TRUSTEE

       SECTION 601.  Certain Duties and Responsibilities.........................................................39
       SECTION 602.  Notice of Defaults..........................................................................39
       SECTION 603.  Certain Rights of Trustee...................................................................40
       SECTION 604.  Not Responsible for Recitals or Issuance of Securities......................................41
       SECTION 605.  May Hold Securities.........................................................................41
       SECTION 606.  Money Held in Trust.........................................................................41
       SECTION 607.  Compensation and Reimbursement..............................................................41
       SECTION 608.  Disqualification; Conflicting Interests.....................................................42
       SECTION 609.  Corporate Trustee Required; Different Trustees for Different Series; Eligibility............42
       SECTION 610.  Resignation and Removal; Appointment of Successor...........................................42
       SECTION 611.  Acceptance of Appointment by Successor......................................................43
       SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.................................44
       SECTION 613.  Preferential Collection of Claims Against Company...........................................45
       SECTION 614.  Authenticating Agents.......................................................................45

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

                                  ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

       SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms........................................48
       SECTION 802.  Successor Corporation Substituted...........................................................48

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

       SECTION 901.  Supplemental Indentures Without Consent of Holders..........................................49
       SECTION 902.  Supplemental Indentures With Consent of Holders.............................................50
       SECTION 903.  Execution of Supplemental Indentures........................................................51
       SECTION 904.  Effect of Supplemental Indentures...........................................................51
       SECTION 905.  Conformity With Trust Indenture Act.........................................................51
       SECTION 906.  Reference in Securities to Supplemental Indentures..........................................51
</TABLE>

                                      (iv)
<PAGE>   7
                                   ARTICLE TEN

                                    COVENANTS

<TABLE>
<S>                                                                                                              <C>
       SECTION 1001.  Payment of Principal, Premium, if any, and Interest, if any................................51
       SECTION 1002.  Maintenance of Office or Agency............................................................52
       SECTION 1003.  Money for Securities Payments To Be Held in Trust..........................................53
       SECTION 1004.  Payment of Taxes and Other Claims..........................................................53
       SECTION 1005.  Statements as to Compliance................................................................54
       SECTION 1006.  Corporate Existence........................................................................54
       SECTION 1007.  Limitations on Liens.......................................................................54
       SECTION 1008.  Sale and Leaseback Transactions............................................................55
       SECTION 1009.  Waiver of Certain Covenants................................................................55
       SECTION 1010.  Payment of Additional Amounts..............................................................56

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

       SECTION 1101.  Applicability of This Article..............................................................58
       SECTION 1102.  Election to Redeem; Notice to Trustee......................................................58
       SECTION 1103.  Selection by Trustee of Securities to Be Redeemed..........................................58
       SECTION 1104.  Notice of Redemption.......................................................................59
       SECTION 1105.  Deposit of Redemption Price................................................................59
       SECTION 1106.  Securities Payable on Redemption Date......................................................60
       SECTION 1107.  Securities Redeemed in Part................................................................60
       SECTION 1108.  Tax Redemption;  Special Tax Redemption....................................................60

                                 ARTICLE TWELVE

                                  SINKING FUNDS

       SECTION 1201.  Applicability of This Article..............................................................62
       SECTION 1202.  Satisfaction of Sinking Fund Payments With Securities......................................63
       SECTION 1203.  Redemption of Securities for Sinking Fund..................................................63

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

       SECTION 1301.  Purposes for Which Meetings May Be Called..................................................63
       SECTION 1302.  Call, Notice and Place of Meetings.........................................................63
       SECTION 1303.  Persons Entitled to Vote at Meetings.......................................................64
       SECTION 1304.  Quorum; Action.............................................................................64
       SECTION 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings........................64
       SECTION 1306.  Counting Votes and Recording Action of Meetings............................................65
</TABLE>


                                      (v)
<PAGE>   8
<TABLE>
<S>                  <C>
EXHIBIT A            Form of Certificate To Be Delivered to Euroclear or
                           Clearstream by a Beneficial Owner of Securities, in
                           Order to Receive a Definitive Bearer Security in
                           Exchange for an Interest in a Temporary Global
                           Security or to Exchange an Interest in a Temporary
                           Global Security for an Interest in a Permanent Global
                           Security.

EXHIBIT B            Form of Certificate To Be Given to the Appropriate
                           Trustee by Euroclear or Clearstream Regarding the
                           Exchange of a Temporary Global Security for
                           Definitive Securities or for a Portion of a Permanent
                           Global Security.

EXHIBIT C            Form of Certificate To Be Delivered to Euroclear or
                           Clearstream by a Beneficial Owner of Securities, in
                           Order to Receive Payment on a Temporary Global
                           Security.

EXHIBIT D            Form of Certificate To Be Given to the Appropriate
                           Trustee by Euroclear or Clearstream Regarding Payment
                           on a Temporary Global Security.
</TABLE>

                                      (vi)
<PAGE>   9
      This is an INDENTURE dated as of __________ ___, 2001 between Kraft Foods
Inc., a corporation duly incorporated and existing under the laws of the
Commonwealth of Virginia and having its principal office at Three Lakes Drive,
Northfield, Illinois 60093 (hereinafter called the "Company"), and The Chase
Manhattan Bank, a banking corporation organized and existing under the laws of
the State of New York, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

      The Company deems it desirable to issue from time to time for its lawful
purposes securities (hereinafter called the "Securities") evidencing its
unsecured indebtedness and has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to have such titles, to bear such rates of
interest, to mature at such time or times and to have such other provisions as
shall be fixed as hereinafter provided.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done, and the Company proposes
to do all things necessary to make the Securities, when executed by the Company
and authenticated and delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

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

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

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

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

      Certain terms, used principally in Article Three and Article Six, are
defined in those Articles.

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

      "Affected Security" has the meaning specified Section 1108.
<PAGE>   10
      "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 Person authorized to authenticate and
deliver Securities on behalf of the Trustee for the Securities of any series
pursuant to Section 614.

      "Authorized Newspapers" means a newspaper customarily published in an
official language of the country of publication or in the English language at
least once a day for at least five days in each calendar week and of general
circulation in The City of New York and in London and, to the extent the
Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange shall so require, in Luxembourg or, if it shall be impracticable in the
opinion of the Trustee for the Securities of the appropriate series to make such
publication, in another capital city in Western Europe, as defined herein. Such
publication (which may be in different newspapers) is expected to be made in the
Eastern edition of The Wall Street Journal, in the London edition of the
Financial Times and, if applicable, in the Luxemburger Wort.

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

      "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board or any director or directors and/or
officer or officers of the Company to whom that board or committee shall have
duly delegated its authority.

      "Board Resolution" means (1) 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, or (2) a certificate signed by the director or directors or
officer or officers to whom the Board of Directors shall have duly delegated its
authority, and delivered to the Trustee for the Securities of any series.

      "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
provided, however, that, with respect to Securities not denominated in Dollars,
the day is also not a day on which commercial banks are authorized or required
by law, regulation or executive order to close in the Principal Financial Center
of the country issuing the Foreign Currency or currency unit or, if the Foreign
Currency or currency unit is Euro, the day is also a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
System is open; provided, further, that, with respect to LIBOR Securities, the
day is also a London Business Day.

      "Capital Stock" of any Person means shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) the equity of such Person, including any preferred stock,
but excluding any debt securities convertible into such equity.

      "Certificate of a Firm of Independent Public Accountants" means a
certificate signed by any firm of independent public accountants of recognized
standing selected by the Company. The term "independent" when used with respect
to any specified firm of public accountants means such a firm which (1) is in
fact independent within the meaning of the Securities Act of 1933, as amended,
and the applicable published rules and regulations thereunder, (2) does not have
any direct financial interest or any material indirect financial interest in the
Company or in any other obligor upon the Securities of any series or in any
Affiliate of the Company or of such other obligor, and (3) is not connected with
the Company or such other obligor or any Affiliate of the Company or of such
other obligor, as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions, but such firm may be the
regular independent accountants employed by the Company. Whenever it is herein
provided that any Certificate of a Firm of Independent Public Accountants shall
be furnished to the Trustee for Securities of any series, such Certificate shall
state that the signer has read this definition and that the signer is
independent within the meaning hereof.


                                       2
<PAGE>   11
      "Clearstream" means Clearstream Banking societe anonyme, Luxembourg.

      "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

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

      "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by (1) a Chairman of the
Board, a Vice Chairman of the Board, a President or a Vice President and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, or (2) by any two Persons
designated in a Company Order previously delivered to the Trustee for Securities
of any series by any two of the foregoing officers and delivered to the Trustee
for Securities of any series.

      "Component Currency" has the meaning specified in Section 311(e).

      "Consolidated Capitalization" means the total of all of the assets
appearing on the most recent quarterly or annual consolidated balance sheet of
the Company and its consolidated Subsidiaries, less the following:

      (a) current liabilities, including liabilities for indebtedness maturing
more than 12 months from the date of the original creation thereof, but maturing
within 12 months from the date of such consolidated balance sheet; and

      (b) deferred income tax liabilities appearing on such consolidated balance
sheet.

      "Consolidated Net Tangible Assets" means the excess over current
liabilities of all assets appearing on the most recent quarterly or annual
consolidated balance sheet of the Company and its consolidated Subsidiaries less
goodwill and other intangible assets and the minority interests of others in
Subsidiaries, all as appearing on such balance sheet.

      "Conversion Event" means the unavailability of any Foreign Currency or
currency unit due to the imposition of exchange controls or other circumstances
beyond the Company's control.

      "Corporate Trust Office" means the office of the Trustee for Securities of
any series at which at any particular time its corporate trust business shall be
principally administered, which office of The Chase Manhattan Bank, at the date
of the execution of this Indenture, is located at 450 West 33rd Street, 15th
Floor, New York, New York 10001.

      "corporation" includes corporations, limited liability companies,
companies and business trusts.

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

      "Currency Determination Agent", with respect to Securities of any series,
means, unless otherwise specified in the Securities of any series, a New York
Clearing House bank designated pursuant to Section 301 or Section 312.

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


                                       3
<PAGE>   12
      "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of a Global Security, the Person designated as Depositary
by the Company pursuant to Section 301 until a successor Depositary shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Securities of that series.

      "Determination Notice" has the meaning specified in Section 1108(b).

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

      "Election Date" has the meaning specified in Section 311(e).

      "Euro" means the single currency of the participating member states of the
European Union as defined under EC Regulation 1103/97 adopted under Article 235
of the Treaty on European Union and under EC Regulation 974/98 adopted under
Article 1091(4) of the Treaty on European Union or any successor European
legislation from time to time.

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

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

      "Exchange Date" has the meaning specified in Section 304.

      "Foreign Currency" means a currency issued and actively maintained as a
country's recognized unit of domestic exchange by the government of any country
other than the United States, and such term shall include the Euro.

      "Global Exchange Agent" has the meaning specified in Section 304.

      "Global Securities" means Securities in global form.

      "Government Obligations" means securities which are (i) direct obligations
of the government which issued the currency in which the Securities of a
particular series are payable (except as provided in Section 311(b) and 311(d)
in which case with respect to Securities for which an election has occurred
pursuant to Section 311(b), or a Conversion Event has occurred as provided in
Section 311(d), such obligations shall be issued in the currency or currency
unit in which such Securities are payable as a result of such election or
Conversion Event) or (ii) obligations of a Person controlled or supervised by or
acting as an agency or instrumentality of the government which issued the
currency in which the Securities of such series are payable (except as provided
in Section 311(b) and 311(d), in which case with respect to Securities for which
an election has occurred pursuant to Section 311(b), or a Conversion Event has
occurred as provided in Section 311(d), such obligations shall be issued in the
currency or currency unit in which such Securities are payable as a result of
such election or Conversion Event), the payment of which is unconditionally
guaranteed by such government, which, in either case, are full faith and credit
obligations of such government payable in such currency and are not callable or
redeemable at the option of the issuer thereof.

      "Holder", when used with respect to any Security, 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, means any bearer thereof.

      "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
a particular series of Securities established as contemplated by Section 301.


                                       4
<PAGE>   13
      "Indexed Security" means any Security as to which the amount of payments
of principal, premium, if any, and/or interest, if any, due thereon is
determined with reference to the rate of exchange between the currency or
currency unit in which the Security is denominated and any other specified
currency or currency unit, to the relationship between two or more currencies or
currency units, to the price of one or more specified securities or commodities,
to one or more securities or commodities exchange indices or other indices or by
other similar methods or formulas, all as specified in accordance with Section
301.

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

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

      "Issue Date" means the date on which the Securities of a particular series
are originally issued under this Indenture.

      "Judgment Date" has the meaning specified in Section 516.

      "LIBOR" means, with respect to any Libor Security, the rate specified as
LIBOR for such series of Securities in accordance with Section 301.

      "LIBOR Currency" means the currency specified pursuant to Section 301 as
to which LIBOR will be calculated or, if no currency is specified pursuant to
Section 301, Dollars.

      "LIBOR Security" means any Security which bears interest at a floating
rate calculated with reference to LIBOR.

      "London Business Day" means, with respect to any LIBOR Security, a day on
which commercial banks are open for business, including dealings in the LIBOR
Currency, in London.

      "Luxembourg Stock Exchange", unless specified with respect to any
particular series of Securities, means the Luxembourg Stock Exchange.

      "Market Exchange Rate" with respect to any Foreign Currency or currency
unit on any date means, unless otherwise specified in accordance with Section
301, the noon buying rate in The City of New York for cable transfers in such
Foreign Currency or currency unit as certified for customs purposes by the
Federal Reserve Bank of New York for such Foreign Currency or currency unit.

      "Maturity", when used with respect to any Security, means the date on
which the principal (or, if the context so requires, in the case of an OID
Security, a lesser amount or, in the case of an Indexed Security, an amount
determined in accordance with the specified terms of that Security) of that
Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, call for redemption, request
for redemption, repayment at the option of the holder, pursuant to any sinking
fund or otherwise.

      "Notice of Default" has the meaning specified in Section 501(3).

      "Officers' Certificate" means a certificate signed by any Chairman of the
Board, Vice Chairman of the Board, Chief Executive Officer, President or Vice
President (any reference to a Vice President of the Company herein shall be
deemed to include any Vice President of the Company whether or not designated by
a number or a word or words added before or after the title "Vice President"),
and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee for the Securities of any series.


                                       5
<PAGE>   14
      "OID Security" means a Security which provides for an amount (excluding
any amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

      "Opinion of Counsel" means, for purposes of Section 1108, a written
opinion of independent legal counsel of recognized standing and, for all other
purposes hereof, means a written opinion of counsel, who may be an employee of
or counsel to the Company or may be other counsel satisfactory to the Trustee
for the Securities of any series.

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

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

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

            (3) 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 proof satisfactory to
      the Trustee for such Securities that any such Securities are held by bona
      fide holders in due course;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee for such Securities
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of such Trustee knows to be so owned shall be so disregarded; Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of such 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; (b) the principal amount of an OID Security that shall
be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration pursuant to Section 502; and
(c) the principal amount of a Security denominated in a Foreign Currency or
currency unit that shall be deemed to be outstanding for such purposes shall be
determined in accordance with Section 115.

      "Paying Agent" means the Trustee or any other Person authorized by the
Company to pay the principal of, and premium, if any, and interest, if any, on
any Securities of any series on behalf of the Company.

      "Person" means any individual, firm, corporation, partnership,
association, joint venture, tribunal, trust, government or political subdivision
or agency or instrumentality thereof, or any other entity or organization.

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


                                       6
<PAGE>   15
      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by that
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 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, lost, destroyed or stolen Security or the Security to which the
mutilated, destroyed, lost or stolen coupon appertains, as the case may be.

      "Principal Facility" has the meaning specified in Section 1007.

      "Principal Financial Center" means, unless otherwise specified in
accordance with Section 301:

            (1) the capital city of the country issuing the Foreign Currency or
      currency unit, except that with respect to Dollars, Australian dollars,
      Canadian dollars, Deutsche marks, South African rand and Swiss francs, the
      "Principal Financial Center" will be The City of New York, Sydney and
      Melbourne, Toronto, Frankfurt, Johannesburg and Zurich, respectively; or

            (2) the capital city of the country to which the LIBOR Currency
      relates, except that with respect to Dollars, Canadian dollars, Deutsche
      marks, South African rand and Swiss francs, the "Principal Financial
      Center" will be The City of New York, Toronto, Frankfurt, Johannesburg and
      Zurich, respectively.

      "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, unless otherwise specified in such Security an amount, in the currency or
currency unit in which such Security is denominated or which is otherwise
provided for pursuant hereto, equal to the principal amount thereof and premium,
if any, thereon, together with accrued interest, if any, to the Redemption Date.

      "Registered Security" means any Security established pursuant to Section
201 which is registered in the Security Register.

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

      "Responsible Officer", when used with respect to the Trustee for any
series of Securities, means any officer of such Trustee with direct
responsibilities for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

      "Securities" means securities evidencing unsecured indebtedness of the
Company authenticated and delivered under this Indenture.

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

      A "series" of Securities means all Securities denoted as part of the same
series authorized by or pursuant to a particular Board Resolution.

      "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee for such
series 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.


                                       7
<PAGE>   16
      "Subsidiary" means any corporation of which at least a majority of all
outstanding stock or other interests having ordinary voting power in the
election of directors, managers or trustees (without regard to the occurrence of
any contingency) thereof is at the time, directly or indirectly, owned or
controlled by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

      "Substitute Date" has the meaning specified in Section 516.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture was executed, provided, however, that in the event the Trust Indenture
Act is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument and, subject to the provisions of Article Six hereof, shall
also include its successors and assigns as Trustee hereunder. If there shall be
at one time more than one Trustee hereunder, "Trustee" shall mean each such
Trustee and shall apply to each such Trustee only with respect to those series
of Securities with respect to which it is serving as Trustee.

      "United States" means, unless otherwise specified with respect to
Securities of any series, the United States of America (including the States and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico).

      "United States Alien" has the meaning specified in Section 1010.

      "Western Europe" means, unless otherwise specified with respect to
Securities of any series, any of the member states of the European Union as of
the date hereof and Switzerland, Norway, Poland, Hungary, the Czech Republic and
the Slovak Republic (and "Western European" shall have a meaning correlative to
the foregoing).

      "Yield to Maturity", when used with respect to any OID Security, means the
yield to maturity, if any, set forth on the face thereof.

SECTION 102. Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee for any
series of Securities to take any action under any provision of this Indenture,
the Company shall furnish to such 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 such action is authorized or permitted by this
Indenture and that 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 (other than certificates provided pursuant to Section
1005) or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

            (1) a statement that each individual signing such certificate or
      opinion has read such 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


                                       8
<PAGE>   17
            (4) a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

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

SECTION 104. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by one or more 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 by Holders 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
Thirteen, 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
for the appropriate series of Securities 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 (subject to
Section 601) conclusive in favor of the Trustee for the appropriate series of
Securities and the Company and any agent of such Trustee or the Company, if made
in the manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1306.

      The Company may at its discretion set a record date for purposes of
determining the identity of Holders of Registered Securities entitled to vote or
consent to any action by vote or consent authorized or permitted under this
Indenture, but the Company shall have no obligation to do so. If not set by the
Company prior to the first solicitation of Holders of Registered Securities of a
particular series made by any Person in respect of any such action or, in the
case of any such vote, prior to such vote, the record date for any such action
or vote shall be 30 days prior to the first solicitation of such vote or
consent. Upon the fixing of such a record date those Persons who were Holders of
Registered Securities at such record date (or their duly designated proxies),
and only those Persons, shall be entitled with respect to such Registered
Securities to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such Persons continue to be Holders
after such record date.


                                       9
<PAGE>   18
      (b) 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 the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or association or a member of a
partnership, or an official of a public or governmental body, on behalf of such
corporation, association, partnership or public or governmental body or by a
fiduciary, such certificate or affidavit shall also constitute sufficient proof
of his authority.

      (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee for the appropriate series
of Securities deems sufficient.

      (d) The principal amount and serial numbers of Registered Securities held
by any Person, and the date of holding the same, shall be proved by the Security
Register.

      (e) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, 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 for such Securities 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 such Trustee to be satisfactory. The Trustee for such Securities 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, (2) such Bearer Security is
produced to such Trustee by some other Person, (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by any Person, and the date of holding the same, may also be
proved in any other manner which the Company and the Trustee for such Securities
deem sufficient.

      (f) Subject to Section 115, in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver under this
Indenture, the principal amount of an OID Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502 at the time the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee for such Securities.

      (g) Any request, demand, authorization, direction, notice, consent, waiver
or other action by 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 for such
Securities, the Security Registrar, any Paying 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 the Company.

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

      (a) the Trustee for a series of Securities 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 such Trustee at its Corporate Trust Office,
Attention: Institutional Trust Services, or if sent by facsimile transmission or
email, to a facsimile number or email address, as the case may be, provided by
the Trustee, with a copy mailed, first class postage prepaid, to the Trustee
addressed to it as provided above, or


                                       10
<PAGE>   19
      (b) the Company by such Trustee or by any Holder shall be sufficient for
every purpose hereunder (except as provided in paragraphs (3), (4) and (5) of
Section 501) if furnished in writing and mailed, first class postage prepaid,
addressed to the Company at the address of its principal office specified in the
first paragraph of this instrument or at any other address previously furnished
in writing to such Trustee by the Company, or if sent by facsimile transmission
or email, to a facsimile number or email address, as the case may be, provided
to the Trustee by the Company, with a copy mailed, first class postage prepaid,
to the Company addressed to it as provided above.

SECTION 106. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, (1) such
notice shall be sufficiently given (unless otherwise herein expressly provided)
to Holders of Registered Securities if in writing and mailed, first class
postage prepaid, or by email to each Holder affected by such event, at his
physical address or email address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
(unless otherwise herein expressly provided) to Holders of Bearer Securities who
have filed their names and addresses with the Trustee for such purpose within
the previous two years if in writing and mailed, first class postage prepaid, or
by email to each such Holder at his physical address or email address as so
filed not later than the latest date and not earlier than the earliest date
prescribed for the giving of such notice, or to all other Holders of Bearer
Securities if published in an Authorized Newspaper on a Business Day at least
twice, the first such publication to be not earlier than the earliest date, and
the second such publication to be not later than the latest date, prescribed
herein 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 particular Holder of a Registered Security 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 in the manner prescribed by this
Indenture shall be deemed to have been given whether or not received by any
particular Holder. In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give such notice to
Holders of Registered Securities by mail, then such notification as shall be
made with the approval of the Trustee for such Securities shall constitute
sufficient notice to such Holders.

      In case 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 made
with the approval of the Trustee for such Securities shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give
notice by publication to Holders of Bearer Securities as provided above, nor any
defect in any notice so published, shall affect the sufficiency of any notice to
Holders of Registered Securities given as provided herein.

      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 for such
Securities, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

SECTION 107. Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties shall
control.

SECTION 108. Effect of Headings and Table of Contents.

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


                                       11
<PAGE>   20
SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

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

SECTION 113. Non-Business Day.

      Unless otherwise stated with respect to Securities of any series, in any
case where any Interest Payment Date, Redemption Date or Stated Maturity of a
Security of any particular series shall not be a Business Day at any Place of
Payment with respect to Securities of that series, then (notwithstanding any
other provision of this Indenture or of the Securities or coupons) payment of
principal, and premium, if any, and interest, if any, with respect to such
Security need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, provided that no interest shall accrue with respect to such
payment for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.

SECTION 114. Immunity of Incorporators, Stockholders, Officers and Directors.

      No recourse shall be had for the payment of principal of, or premium, if
any, or interest, if any, on any Security or coupon of any series, or for any
claim based thereon, or upon any obligation, covenant or agreement of this
Indenture, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, whether
by virtue of any constitution, statute or rule of law or by the enforcement of
any assessment of penalty or otherwise; it being expressly agreed and understood
that this Indenture and all the Securities and coupons of each series are solely
corporate obligations, and that no personal liability whatever shall attach to,
or is incurred by, any incorporator, stockholder, officer or director, past,
present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, because
of the incurring of the indebtedness hereby authorized or under or by reason of
any of the obligations, covenants or agreements contained in this Indenture or
in any of the Securities or coupons of any series, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly released and
waived as a condition of, and as part of the consideration for, the execution of
this Indenture and the issuance of the Securities and coupons of each series.


                                       12
<PAGE>   21
SECTION 115. Certain Matters Relating to Currencies.

         Subject to Section 311, each reference to any currency or currency unit
in any Security, or in the Board Resolution or supplemental indenture relating
thereto, shall mean only the referenced currency or currency unit and no other
currency or currency unit.

         The Trustee shall segregate moneys, funds and accounts held by the
Trustee in one currency or currency unit from any moneys, funds or accounts held
in any other currencies or currency units, notwithstanding any provision herein
which would otherwise permit the Trustee to commingle such amounts.

         Whenever any action or Act is to be taken hereunder by the Holders of
Securities denominated in a Foreign Currency or currency unit, then for purposes
of determining the principal amount of Securities held by such Holders, the
aggregate principal amount of the Securities denominated in a Foreign Currency
or currency unit shall be deemed to be that amount of Dollars that could be
obtained for such principal amount on the basis of a spot rate of exchange
specified to the Trustee for such series in an Officers' Certificate for such
Foreign Currency or currency unit into Dollars as of the date the taking of such
action or Act by the Holders of the requisite percentage in principal amount of
the Securities is evidenced to such Trustee.

SECTION 116. Language of Notices, Etc.

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

                                  ARTICLE TWO

                                 SECURITY 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 in such form or
forms (including global form) as shall be established by or pursuant to a Board
Resolution, in each case with 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 and such legends or endorsements placed
thereon as may be required to comply with any law, with any rule or regulation
made pursuant thereto, with any rules of any securities exchange, automated
quotation system or clearing agency or to conform to usage, as may, consistently
herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of such Securities or coupons. If temporary
Securities of any series are issued in global form as permitted by Section 304,
the form thereof shall be established as provided in the preceding sentence.

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

         Prior to the delivery of a Security of any series in any such form to
the Trustee for the Securities of such series for authentication, the Company
shall deliver to such Trustee the following:

         (a) The Board Resolution by or pursuant to which such form of Security
has been approved and, if applicable, the supplemental indenture by or pursuant
to which such form of Security has been approved;

         (b) An Officers' Certificate dated the date such Certificate is
delivered to such Trustee stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities in such
form have been complied with; and

                                       13
<PAGE>   22
         (c) An Opinion of Counsel stating that Securities in such form,
together with any coupons appertaining thereto, when (i) completed by
appropriate insertions and executed and delivered by the Company to such Trustee
for authentication in accordance with this Indenture, (ii) authenticated and
delivered by such Trustee in accordance with this Indenture within the
authorization as to aggregate principal amount established from time to time by
the Board of Directors, and (iii) sold in the manner specified in such Opinion
of Counsel, will be the legal, valid and binding obligations of the Company,
subject to the effects of applicable bankruptcy, reorganization, fraudulent
conveyance, moratorium, insolvency and other similar laws generally affecting
creditors' rights, to general equitable principles, to an implied covenant of
good faith and fair dealing and to such other qualifications as such counsel
shall conclude do not materially affect the rights of Holders of such
Securities.

         The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers executing such Securities or coupons,
as evidenced by their execution thereof.

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

         The Certificate of Authentication on all Securities shall be in
substantially the following form:

         "This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.

                                    THE CHASE MANHATTAN BANK,
                                      as Trustee


                                    By
                                      ------------------------------------------
                                                   Authorized Officer"


SECTION 203. Securities in Global Form.

         If any Security of a series is issuable in global form, such Security
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee and in
such manner as shall be specified in such Security. Any instructions by the
Company with respect to a Security in global form, after its initial issuance,
shall be in writing but need not comply with Section 102.

         Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form.

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Title; Payment and Terms.

         The aggregate principal amount of Securities which may be authenticated
and delivered and Outstanding under this Indenture is unlimited. The Securities
may be issued up to the aggregate principal amount of Securities from time to
time authorized by or pursuant to a Board Resolution.

         The Securities may be issued in one or more series, each of which shall
be issued pursuant to a Board Resolution. There shall be established in one or
more Board Resolutions or pursuant to one or more Board Resolutions and, subject
to Section 303, set forth in, or determined in the manner provided in an
Officers' Certificate


                                       14
<PAGE>   23
of the Company, prior to the issuance of Securities of any series all or any of
the following, as applicable (each of which, if so provided, may be determined
from time to time by the Company with respect to unissued Securities of that
series and set forth in the Securities of that series when issued from time to
time):

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of that series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of that series pursuant to Sections 304, 305, 306, 906
         or 1107);

                  (3) whether Securities of that series are to be issuable as
         Registered Securities, Bearer Securities or both and any restrictions
         on the exchange of one form of Securities for another and on the offer,
         sale and delivery of the Securities in either form;

                  (4) the date or dates (or manner of determining the same) on
         which the principal of the Securities of that series is payable (which,
         if so provided in such Board Resolution, may be determined by the
         Company from time to time and set forth in the Securities of the series
         issued from time to time);

                  (5) the rate or rates (or the manner of calculation thereof)
         at which the Securities of that series shall bear interest (if any),
         the date or dates from which such interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable (or manner of
         determining the same) and the Regular Record Date for the interest
         payable on any Registered Securities on any Interest Payment Date 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 307;

                  (6) the place or places where, subject to the provisions of
         Section 1002, the principal of, and premium, if any, and interest, if
         any, on Securities of that series shall be payable, any Registered
         Securities of that series may be surrendered for registration of
         transfer, any Securities of that series may be surrendered for
         exchange, and notices and demands to or upon the Company in respect of
         the Securities of that series and this Indenture may be served;

                  (7) the period or periods within which (or manner of
         determining the same), the price or prices at which (or manner of
         determining the same), the currency or currency unit in which, and the
         terms and conditions upon which Securities of that series may be
         redeemed, in whole or in part, at the option of the Company, and any
         remarketing arrangements with respect to the Securities of that series;

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

                  (9) if the currency in which the Securities of that series
         shall be issuable is Dollars, the denominations in which any Registered
         Securities of that series shall be issuable, if other than
         denominations of $1,000 and any integral multiple thereof, and the
         denominations in which any Bearer Securities of that series shall be
         issuable, if other than the denomination of $5,000;

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

                                       15
<PAGE>   24
                  (11) any Events of Default and covenants of the Company with
         respect to the Securities of that series, whether or not such Events of
         Default or covenants are consistent with the Events of Default or
         covenants set forth herein;

                  (12) if a Person other than The Chase Manhattan Bank is to act
         as Trustee for the Securities of that series, the name and location of
         the Corporate Trust Office of such Trustee;

                  (13) if other than Dollars, the currency or currency unit in
         which payment of the principal of, and premium, if any, and interest,
         if any, on the Securities of that series shall be made or in which the
         Securities of that series shall be denominated and the particular
         provisions applicable thereto in accordance with, in addition to or in
         lieu of the provisions of Section 311;

                  (14) if the principal of, and premium, if any, and interest,
         if any, on the Securities of that series are to be payable, at the
         election of the Company or a Holder thereof, in a currency or currency
         unit other than that in which such Securities are denominated or stated
         to be payable, in accordance with provisions in addition to or in lieu
         of, or in accordance with, the provisions of Section 311, the period or
         periods within which (including the Election Date), and the terms and
         conditions upon which, such election may be made, and the time and
         manner of determining the exchange rate between the currency or
         currency unit in which such Securities are denominated or stated to be
         payable and the currency or currency unit in which such Securities are
         to be so payable;

                  (15) the designation of the original Currency Determination
         Agent, if any;

                  (16) if the Securities of such series are issuable as Indexed
         Securities, the manner in which the amount of payments of principal of,
         and premium, if any, and interest, if any, on that series shall be
         determined;

                  (17) if the Securities of that series do not bear interest,
         the applicable dates for purposes of Section 701;

                  (18) if other than as set forth in Article Four, provisions
         for the satisfaction and discharge of this Indenture with respect to
         the Securities of that series;

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

                  (20) the application, if any, of Section 1010 to the
         Securities of that series;

                  (21) whether the Securities of the series shall be issued in
         whole or in part in the form of a Global Security or Securities and, in
         such case, the Depositary and Global Exchange Agent, if any, for such
         Global Security or Securities, whether such global form shall be
         permanent or temporary and, if applicable, the Exchange Date;

                  (22) if Securities of the series are to be issuable initially
         in the form of a temporary Global Security, the circumstances under
         which the temporary Global Security can be exchanged for definitive
         Securities and whether the definitive Securities will be Registered
         Securities and/or Bearer Securities and will be in global form and
         whether interest in respect of any portion of such Global Security
         payable in respect of an Interest Payment Date prior to the Exchange
         Date shall be paid to any clearing organization with respect to a
         portion of such Global Security held for its account and, in such
         event, the terms and conditions (including any certification
         requirements) upon which any such interest payment received by a
         clearing organization will be credited to the Persons entitled to
         interest payable on such Interest Payment Date if other than as
         provided in this Article Three;

                                       16
<PAGE>   25
                  (23) whether the Securities of the series will be convertible
         or exchangeable into other securities of the Company or another Person,
         and if so, the terms and conditions upon which such Securities will be
         so convertible or exchangeable, including the conversion price or
         exchange rate and the conversion or exchange period, and any additions
         or changes to the Indenture with respect to the Securities of such
         series to permit or facilitate such conversion or exchange;

                  (24) the form of the Securities of the series; and

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

         All Securities of any particular series and the coupons appertaining to
any Bearer Securities of such series shall be substantially identical except as
to denomination, rate of interest, Stated Maturity and the date from which
interest, if any, shall accrue, and except as may otherwise be provided in or
pursuant to such Board Resolution relating thereto. The terms of such
Securities, as set forth above, may be determined by the Company from time to
time if so provided in or established pursuant to the authority granted in a
Board Resolution. All Securities of any one series need not be issued at the
same time, and unless otherwise provided, a series may be reopened for issuance
of additional Securities of such series.

SECTION 302. Denominations and Currencies.

         Unless otherwise provided with respect to any series of Securities as
contemplated by Section 301, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof, and any
Bearer Securities of a series shall be issuable in the denomination of $5,000,
or the equivalent amounts thereof in the case of Registered Securities and
Bearer Securities denominated in a Foreign Currency or currency unit.

SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities and any related coupons shall be executed on behalf of
the Company by its Chairman of the Board, a Vice Chairman of the Board, or one
or more of its Presidents or Vice Presidents. The Securities shall be so
executed under the corporate seal of the Company reproduced thereon and attested
to by its Secretary or any one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

         Securities and 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 prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series together with
any coupons appertaining thereto, executed by the Company to the Trustee for the
Securities of such series for authentication, together with a Company Order for
the authentication and delivery of such Securities, and such Trustee, in
accordance with the Company Order, shall authenticate and deliver such
Securities; provided, however, that, during the "restricted period" (as defined
in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no
Bearer Security shall be mailed or otherwise delivered to any location in the
United States; and provided, further, that a Bearer Security may be delivered
outside the United States in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have furnished to the
Trustee for the Securities of such series a certificate substantially in the
form set forth in Exhibit A to this Indenture. If any Security shall be
represented by a permanent Global Security, then, for purposes of this Section
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 the original
issuance of such beneficial owner's interest in such permanent Global Security.
Except as permitted by Section 306 or 307, the Trustee for the Securities of a
series shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured other than matured coupons in
default have

                                       17
<PAGE>   26
been detached and canceled. If all the Securities of any one series are not to
be issued at one time and if a Board Resolution relating to such Securities
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities, including, without limitation,
procedures with respect to interest rate, Stated Maturity, date of issuance and
date from which interest, if any, shall accrue.

         Notwithstanding any contrary provision herein, if all Securities of a
series are not to be originally issued at one time, it shall not be necessary to
deliver the Board Resolution, Officers' Certificate and Opinion of Counsel
otherwise required pursuant to Sections 102 and 201 at or prior to the time of
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Registered Security shall be dated the date of its authentication,
and, unless otherwise specified as contemplated by Section 301, each Bearer
Security shall be dated as of the date of original issuance of the first
Security of such series to be issued.

         No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein manually executed by the Trustee for such Security
or on its behalf pursuant to Section 614, and such certificate upon any Security
shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder.

         Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

         In case any Securities shall have been authenticated, but not
delivered, by the Trustee or the Authenticating Agent for such series then in
office, any successor by merger, conversion or consolidation to such Trustee, or
any successor Authenticating Agent, as the case may be, may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee or successor Authentication Agent had itself
authenticated such Securities.

SECTION 304. Temporary Securities and Exchange of Securities.

         Pending the preparation of definitive Securities of any particular
series, the Company may execute, and upon Company Order the Trustee for the
Securities of such series shall authenticate and deliver, in the manner
specified in Section 303, temporary Securities which are printed, lithographed,
typewritten, photocopied or otherwise produced, in any denomination, with like
terms and conditions as the definitive Securities of like series 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 evidenced by their execution of such Securities.
Any such temporary Securities may be in global form, representing such of the
Outstanding Securities of such series as shall be specified therein.

         Except in the case of temporary Securities in global form (which shall
be exchanged only in accordance with the provisions of the following
paragraphs), if temporary Securities of any particular series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of such definitive Securities, the
temporary Securities of such series shall be exchangeable for such definitive
Securities and of a like Stated Maturity and with like terms and provisions upon
surrender of the temporary Securities of such series, together with all
unmatured and matured coupons in default, if any, 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
particular series, the Company shall execute and (in accordance with a Company
Order delivered at or prior to the authentication of the first definitive
Security of such series) the Trustee for the Securities of such series or the
Global Exchange Agent shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series and of a like Stated Maturity and with like terms and provisions;
provided, however, unless otherwise specified pursuant to Section 301, no
definitive Bearer Security shall be delivered in exchange for a temporary
Registered


                                       18
<PAGE>   27
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 exchanged 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 with like terms and conditions, except as to payment of
interest, if any, authenticated and delivered hereunder.

         Any temporary Global Security and any permanent Global Security shall,
unless otherwise provided therein, be delivered to a Depositary designated
pursuant to Section 301.

         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 Securities represented by any temporary
Global Security of a series of Securities issuable in bearer form may be
exchanged for definitive Securities (subject to the second succeeding paragraph)
or Securities to be represented thereafter by one or more permanent Global
Securities, without interest coupons. On or after the Exchange Date such
temporary Global Security shall be surrendered by the Depositary to the Trustee
for such Security, as the Company's agent for such purpose, or the agent
appointed by the Company pursuant to Section 301 to effect the exchange of the
temporary Global Security for definitive Securities (the "Global Exchange
Agent"), and following such surrender, such Trustee or the Global Exchange Agent
(as appointed by the Trustee as an Authenticating Agent pursuant to Section 614)
shall (1) endorse the temporary Global Security to reflect the reduction of its
principal amount by an equal aggregate principal amount of such Security, (2)
endorse the applicable permanent Global Security, if any, to reflect the initial
amount, or an increase in the amount of Securities represented thereby, (3)
manually authenticate such definitive Securities or such permanent Global
Security, as the case may be, (4) subject to Section 303, deliver such
definitive Securities to the Holder thereof or, as the case may be, deliver such
permanent Global Security to the Depositary to be held outside the United States
for the accounts of Euroclear and Clearstream, for credit to the respective
accounts at Euroclear and Clearstream, designated by or on behalf of the
beneficial owners of such Securities (or to such other accounts as they may
direct) and (5) redeliver such temporary Global Security to the Depositary,
unless such temporary Global Security shall have been canceled in accordance
with Section 309 hereof; provided, however, that, unless otherwise specified in
such temporary Global Security, upon such presentation by the Depositary, such
temporary Global Security shall be 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 for
definitive Securities or one or more permanent Global Securities, as the case
may be, and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream, as to the portion of such temporary Global Security held
for its account then to be exchanged for definitive Securities or one or more
permanent Global Securities, as the case may be, each substantially in the form
set forth in Exhibit B to this Indenture. Each certificate substantially in the
form of Exhibit B hereto of Euroclear or Clearstream, as the case may be, shall
be based on certificates of the account holders listed in the records of
Euroclear or Clearstream, as the case may be, as being entitled to all or any
portion of the applicable temporary Global Security. An account holder of
Euroclear or Clearstream, as the case may be, desiring to effect the exchange of
interest in a temporary Global Security for an interest in definitive Securities
or one or more permanent Global Securities shall instruct Euroclear or
Clearstream, as the case may be, to request such exchange on its behalf and
shall deliver to Euroclear or Clearstream, as the case may be, a certificate
substantially in the form of Exhibit A hereto and dated no earlier than 15 days
prior to the Exchange Date. Until so exchanged, temporary Global Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities and permanent Global Securities of the same series
authenticated and delivered hereunder, except as provided in the fourth
succeeding paragraph.

         The delivery to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent by Euroclear or Clearstream of any
certificate substantially in the form of Exhibit B hereto may be relied upon by
the Company and such Trustee or the Global Exchange Agent as conclusive evidence
that a corresponding certificate or certificates has or have been delivered to
Euroclear or to Clearstream, as the case may be, pursuant to the terms of this
Indenture.

         On or prior to the Exchange Date, the Company shall deliver to the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent definitive Securities in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. At any time,
on or after the Exchange Date, upon 30 days' notice to the Trustee for the
Securities of the appropriate series or the Global Exchange Agent by Euroclear
or Clearstream, as the case may be, acting at the request of or on behalf of the


                                       19
<PAGE>   28
beneficial owner, a Security represented by a temporary Global Security or a
permanent Global Security, as the case may be, may be exchanged, in whole or
from time to time in part, for definitive Securities without charge and such
Trustee or the Global Exchange Agent shall authenticate and deliver, in exchange
for each portion of such temporary Global Security or such permanent Global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and with like terms and provisions as
the portion of such temporary Global Security or such permanent Global Security
to be exchanged, which, unless the Securities of the series are not issuable
both as Bearer Securities and as Registered Securities, as contemplated by
Section 301, shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof; provided, however, that definitive Bearer Securities shall be delivered
in exchange for a portion of the temporary Global Security or the permanent
Global Security only in compliance with the requirements of the second preceding
paragraph. On or prior to the thirtieth day following receipt by the Trustee for
the Securities of the appropriate series or the Global Exchange Agent of such
notice with respect to a Security, or, if such day is not a Business Day, the
next succeeding Business Day, the temporary Global Security or the permanent
Global Security, as the case may be, shall be surrendered by the Depositary to
such Trustee, as the Company's agent for such purpose, or the Global Exchange
Agent to be exchanged in whole, or from time to time in part, for definitive
Securities without charge following such surrender, upon the request of
Euroclear or Clearstream, as the case may be, and such Trustee or the Global
Exchange Agent shall (1) endorse the applicable temporary Global Security or the
permanent Global Security to reflect the reduction of its principal amount by
the aggregate principal amount of such Security, (2) in accordance with
procedures acceptable to the Trustee cause the terms of such Security and
coupons, if any, to be entered on a definitive Security, (3) manually
authenticate such definitive Security and (4) if a Bearer Security is to be
delivered, deliver such definitive Security outside the United States to
Euroclear or Clearstream, as the case may be, for or on behalf of the beneficial
owner thereof, in exchange for a portion of such permanent Global Security.

         Unless otherwise specified in such temporary Global Security or
permanent Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security or permanent Global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the
offices of Euroclear or Clearstream. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary Global Security or a
permanent Global Security shall be delivered only outside the United States.

         Until exchanged in full as hereinabove provided, any temporary Global
Security or permanent Global Security shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of the same series
and with like terms and conditions, except as to payment of interest, if any,
authenticated and delivered hereunder. Unless otherwise specified as
contemplated by Section 301, interest payable on such temporary Global Security
on an Interest Payment Date for Securities of such series shall be payable to
Euroclear and Clearstream on such Interest Payment Date upon delivery by
Euroclear and Clearstream to the Trustee for the Securities of the appropriate
series or the Global Exchange Agent in the case of payment of interest on a
temporary Global Security with respect to an Interest Payment Date occurring
prior to the applicable Exchange Date of a certificate or certificates
substantially in the form set forth in Exhibit C to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such Global
Security on such Interest Payment Date and who have, in the case of payment of
interest on a temporary Global Security with respect to an Interest Payment Date
occurring prior to the applicable Exchange Date, each delivered to Euroclear or
Clearstream, as the case may be, a certificate substantially in the form set
forth in Exhibit D to this Indenture.

         Any definitive Bearer Security authenticated and delivered by the
Trustee for the Securities of the appropriate series or the Global Exchange
Agent in exchange for a portion of a temporary Global Security or a permanent
Global Security shall not bear a coupon for any interest which shall theretofore
have been duly paid by such Trustee to Euroclear or Clearstream or by the
Company to such Trustee in accordance with the provisions of this Section 304.

         With respect to Exhibits A, B, C and D to this Indenture, the Company
may, in its discretion and if required or desirable under applicable law,
substitute one or more other forms of such exhibits for such exhibits, eliminate
the requirement that any or all certificates be provided, or change the time
that any certificate may be required, provided


                                       20
<PAGE>   29
that such substitute form or forms or notice of elimination or change of such
certification requirement have theretofore been delivered to the Trustee with a
Company Request and such form or forms, elimination or change is reasonably
acceptable to the Trustee.

SECTION 305. Registration, Registration of Transfer and Exchange.

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

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

         Except as set forth below, at the option of the Holder, Registered
Securities of any particular series may be exchanged for other Registered
Securities of any authorized denominations, and of a like Stated Maturity and of
a like series and aggregate principal amount and with like terms and conditions,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee for such Securities shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. Except as otherwise specified pursuant to Section 301, Registered
Securities may not be exchanged for Bearer Securities.

         Notwithstanding any other provision of this Section or Section 304,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a Global Security representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the Depositary for such series to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or
by such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms and
provisions upon surrender of the Bearer Securities to be exchanged at any office
or agency of the Company in a Place of Payment for that series, 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, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company (or to the Trustee for the Security in case of matured coupons in
default) 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 such 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 of the Company in a Place of
Payment for that series 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 exchange for a Registered Security of the same series and
with like terms and conditions after the close of business at such office or
agency on or after (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 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 (or, if
such coupon is so surrendered with such Bearer Security, such coupon shall be
returned to the person so surrendering the Bearer Security), and interest or
Defaulted


                                       21
<PAGE>   30
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 for such Securities shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         If at any time the Depositary for Securities of a series in registered
form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series or if at any time the Depositary
for the Securities of such series shall no longer be eligible under Section 303,
the Company shall appoint a successor Depositary with respect to the Securities
for such series. If (i) a successor Depositary for the Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, (ii) the Company delivers to the
Trustee for Securities of such series in registered form a Company Order stating
that the Securities of such series shall be exchangeable, or (iii) an Event of
Default under Section 501 hereof has occurred and is continuing with respect to
the Securities of such series, the Company's election pursuant to Section 301
shall no longer be effective with respect to the Securities for such series and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.

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

         If specified by the Company pursuant to Section 301 with respect to a
series of Securities in registered form, the Depositary for such series of
Securities may surrender a Global Security for such series of Securities in
exchange in whole or in part for Securities of such series of like tenor and
terms and in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depositary a new Security or Securities of the same series, of like
tenor and terms and of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person's
beneficial interest in the Global Security; and (ii) to such Depositary a new
Global Security of like tenor and terms and in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

         Upon the exchange of a Global Security for Securities in definitive
form, such Global Security shall be canceled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee in writing. The
Trustee shall deliver such Registered Security to the persons in whose names
such Securities are so registered.

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

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

                                       22
<PAGE>   31
         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1104 and ending
at the close of business on (A) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered
Security so selected for redemption as a whole or in part, except the unredeemed
portion of any Security being redeemed in part, or (iii) to exchange any Bearer
Security so selected for redemption except that such a 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.

         Furthermore, notwithstanding any other provision of this Section 305,
the Company will not be required to exchange any Securities if, as a result of
the exchange, the Company would suffer adverse consequences under any United
States law or regulation.

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

         If (i) any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee for such Security or the
Company and the Trustee for a Security receive evidence to their satisfaction of
the destruction, loss or theft of any Security or coupon and (ii) there is
delivered to the Company and such Trustee 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 such Trustee that such Security
or coupon has been acquired by a protected purchaser (as defined in Article 8 of
the New York Uniform Commercial Code), the Company shall execute and upon its
request such Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for such mutilated Security,
or in exchange for the Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not mutilated, destroyed, lost
or stolen) a new Security of the same series and in a like principal amount and
of a like Stated Maturity and with like terms and conditions and bearing a
number not contemporaneously outstanding with coupons corresponding to the
coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen
coupon appertains.

         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, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or coupon)
if the applicant for such payment shall furnish to the Company and the Trustee
for such Security such security or indemnity as may be required by them to save
each of them harmless, and in case of destruction, loss or theft, evidence
satisfactory to the Company and such Trustee and any agent of either of them of
the destruction, loss or theft of such Security and the ownership thereof;
provided, however, that principal of, and premium, if any, and interest, if any,
on 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.

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

         Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or in
exchange for any mutilated Security, or in exchange for a Security to which a
mutilated, 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


                                       23
<PAGE>   32
stolen coupon shall be at any time enforceable by anyone, and each such new
Security shall be at any time enforceable by anyone, and each such new Security
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series and their
coupons, if any, duly issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

         Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall, if so provided in
such Security, 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 payment.

         Unless otherwise provided with respect to the Securities of any series,
payment of interest may be made at the option of the Company (i) in the case of
Registered Securities, by check mailed or delivered to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located inside the
United States, or (ii) in the case of Bearer Securities, upon presentation and
surrender of the appropriate coupon appertaining thereto or by transfer to an
account maintained by the payee with a bank located outside the United States.

         Notwithstanding the foregoing, a Holder of $1,000,000 or more in
aggregate principal amount of Securities of any series in definitive form,
whether having identical or different terms and provisions, having the same
Interest Payment Dates will, at the option of the Company, be entitled to
receive interest payments, other than at Maturity, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee for the Securities of such series at least 15
days prior to the applicable Interest Payment Date. Any wire instructions
received by the Trustee for the Securities of such series shall remain in effect
until revoked by the Holder.

         Unless otherwise provided or contemplated by Section 301, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent Global Security held for its account
by the Depositary. Each of Euroclear and Clearstream will in such circumstances
credit the interest received by it in respect of such permanent Global Security
to the accounts of the beneficial owners thereof.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         that 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 for the Registered Securities of
         such series in writing of the amount of Defaulted Interest proposed to
         be paid on each Registered Security of that series and the date of the
         proposed payment, and at the same time the Company shall deposit with
         such Trustee an amount of money in the currency or currency unit in
         which the Securities of such series are payable (except as otherwise
         specified pursuant to Section 301 for the Securities of such series and
         except as provided in Sections 311(b) and 311(d)), equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to such Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon such
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall not be 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 such Trustee of the notice of the
         proposed payment. Such Trustee shall promptly notify


                                       24
<PAGE>   33
         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 Registered
         Securities of that series at his address as it appears in the Security
         Register not less than 10 days prior to such Special Record Date. Such
         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 published in The City of New York and London, but
         such publication shall not be a 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 Registered Securities of that series
         (or their respective Predecessor Securities) are registered on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2).

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

         Subject to the foregoing provisions of this Section 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 for such Security and any agent of the
Company or such Trustee may treat the Person in whose name any such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, and premium, if any, and (subject to Section 307) interest, if
any, on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Company, such Trustee or any agent of the
Company or such Trustee shall be affected by notice to the contrary.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee for such Security and any agent of
the Company or such Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Bearer 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 none
of the Company, such Trustee or any agent of the Company or such Trustee shall
be affected by notice to the contrary.

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

SECTION 309. Cancellation.

         All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange, or delivered in satisfaction of any
sinking fund payment, shall, if surrendered to any Person other than the Trustee
for such Securities, be delivered to such Trustee and, in the case of Registered
Securities and matured coupons, shall be promptly canceled by it. All Bearer
Securities and unmatured coupons so delivered to the Trustee for such Securities
shall be canceled by such Trustee. The Company may at any time deliver to the
Trustee for Securities of a series for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
such Trustee. Notwithstanding any other provision of this Indenture to the
contrary, in the case of a series, all the Securities of which are not to be
originally issued at one time, a Security of such series shall not be deemed to
have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof,


                                       25
<PAGE>   34
such Security is delivered to the Trustee for such Security for cancellation by
the Company or any agent thereof upon the failure of the original purchaser
thereof to make payment therefor against delivery thereof, and any Security so
delivered to such Trustee shall be promptly canceled by it. No Securities shall
be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities and coupons held by the Trustee for such Securities shall be
disposed of by such Trustee in accordance with its standard procedures and, upon
the Company's written request, a certificate of disposition evidencing such
disposition of Securities and coupons shall be provided to the Company by such
Trustee. In the case of any temporary Global Security, which shall be disposed
of if the entire aggregate principal amount of the Securities represented
thereby has been exchanged, the certificate of disposition shall state that all
certificates required pursuant to Section 304 hereof, substantially in the form
of Exhibit B hereto (or in the form of any substitute exhibit as provided in the
last paragraph of Section 304), to be given by Euroclear or Clearstream, have
been duly presented to the Trustee for such Securities by Euroclear or
Clearstream, as the case may be. Permanent Global Securities shall not be
disposed of until exchanged in full for definitive Securities or until payment
thereon is made in full.

SECTION 310. Computation of Interest.

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

SECTION 311. Currency and Manner of Payments in Respect of Securities.

         Unless otherwise specified in accordance with Section 301 with respect
to any series of Securities, the following provisions shall apply:

         (a) Except as provided in paragraphs (b) and (d) below, principal of,
and premium, if any, and interest on Securities of any series denominated in a
Foreign Currency or currency unit will be payable by the Company in Dollars
based on the equivalent of that Foreign Currency or currency unit converted into
Dollars in the manner described in paragraph (c) below.

         (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series denominated in a Foreign Currency or
currency unit that Holders shall have the option, subject to paragraph (d)
below, to receive payments of principal of, and premium, if any, and interest on
such Registered Securities in such Foreign Currency or currency unit by
delivering to the Trustee (or to any duly appointed Paying Agent) for the
Registered Securities of that series a written election, to be in form and
substance satisfactory to such Trustee (or to any such Paying Agent), not later
than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in such
Foreign Currency or currency unit, such election will remain in effect for such
Holder until changed by such Holder by written notice to the Trustee (or to any
such Paying Agent) for the Registered Securities of that series; provided,
however, that any such change must be made not later than the close of business
on the Election Date immediately preceding the next payment date to be effective
for the payment to be made on such payment date; and provided, further, that no
such change or election may be made with respect to payments to be made on any
Registered Security of such series with respect to which an Event of Default has
occurred, the Company has exercised any defeasance, satisfaction or discharge
options pursuant to Article Four or notice of redemption has been given by the
Company pursuant to Article Eleven. If any Holder makes any such election, such
election will not be effective as to any transferee of such Holder and such
transferee shall be paid in Dollars unless such transferee makes an election as
specified above; provided, however, that such election, if in effect while funds
are on deposit with respect to the Registered Securities of such series as
described in Section 404 or 405, will be effective on any transferee of such
Holder unless otherwise specified pursuant to Section 301 for such Registered
Securities. Any Holder of any such Registered Security who shall not have
delivered any such election to the Trustee (or to any duly appointed Paying
Agent) for the Registered Securities of such series not later than the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in Dollars.

         (c) With respect to any Registered Securities of any series denominated
in a Foreign Currency or currency unit and payable in Dollars, the amount of
Dollars so payable will be determined by the Currency Determination Agent based
on the indicative quotation in The City of New York selected by the Currency


                                       26
<PAGE>   35
Determination Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date that yields the
largest number of Dollars on conversion of Foreign Currency or currency units.
Such selection shall be made from among the quotations appearing on the bank
composite or multi-contributor pages of the Reuters Monitor Foreign Exchange
Service or, if not available, the Bridge Telerate Monitor Foreign Exchange
Service, for three (or two if three are not available) major banks in The City
of New York. The first three (or two) such banks selected by the Currency
Determination Agent which are offering quotes on the Reuters Foreign Exchange
Service, as the case may be, shall be used. If such quotations are unavailable
from either such foreign exchange service, such selection shall be made from the
quotations received by the Currency Determination Agent from no more than three
nor less than two recognized foreign exchange dealers in The City of New York
selected by the Currency Determination Agent and approved by the Company (one of
which may be the Currency Determination Agent) for the purchase by the quoting
dealer, for settlement on such payment date, of the aggregate amount of the
Foreign Currency or currency unit payable on such payment date in respect of all
Registered Securities denominated in such Foreign Currency or currency unit and
for which the applicable dealer commits to execute a contract. If fewer than two
such bid quotations are available at 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date, such payment will be
based on the Market Exchange Rate as of the second Business Day preceding the
applicable payment date. If the Market Exchange Rate for such date is not then
available, payments shall be made in the Foreign Currency or currency unit.

         (d) If a Conversion Event occurs with respect to a Foreign Currency or
currency unit in which Registered Securities of any series are payable, then
with respect to each date for the payment of principal of, and premium, if any,
and interest on the Registered Securities of that series occurring after the
last date on which such Foreign Currency or currency unit was used, the Company
may make such payment in Dollars. The Dollar amount to be paid by the Company to
the Trustee for the Registered Securities of such series and by such Trustee or
any Paying Agent for the Registered Securities of such series to the Holders of
such Registered Securities with respect to such payment date shall be determined
by the Currency Determination Agent on the basis of the Market Exchange Rate as
of the second Business Day preceding the applicable payment date or, if such
Market Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate, or as otherwise established pursuant to Section
301 with respect to such Notes. Any payment in respect of such Registered
Security made under such circumstances in Dollars will not constitute an Event
of Default hereunder.

         (e) For purposes of this Indenture the following terms shall have the
following meanings:

         A "Component Currency" shall mean any currency which is a component
currency of any currency unit.

         "Election Date" shall mean, for the Registered Securities of any
series, the date specified pursuant to Section 301(14).

         (f) Notwithstanding any other provisions of this Section 311, the
following shall apply: (i) if the official unit of any Component Currency is
altered by way of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the same proportion,
(ii) if two or more Component Currencies are consolidated into a single
currency, the amounts of those currencies as components shall be replaced by an
amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such a single currency, (iii) if
any Component Currency is divided into two or more currencies, the amount of
that original Component Currency as a component shall be replaced by the amounts
of such two or more currencies having an aggregate value on the date of division
equal to the amount of the former Component Currency immediately before such
division and (iv) in the event of an official redenomination of any currency
(including, without limitation, a currency unit), the obligations of the Company
to make payments in or with reference to such currency on the Registered
Securities of any series shall, in all cases, be deemed immediately following
such redenomination to be obligations to make payments in or with reference to
that amount of redenominated currency representing the amount of such currency
immediately before such redenomination.

         (g) All determinations referred to in this Section 311 made by the
Currency Determination Agent shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Holders of the applicable Securities. The Currency
Determination Agent shall promptly give written notice to the Trustee for the
Securities of such series of any such decision or determination. The Currency
Determination Agent shall promptly give written notice to the Trustee of any
such decision or


                                       27
<PAGE>   36
determination. The Currency Determination Agent shall have no liability for any
determinations referred to in this Section 311 made by it in the absence of
willful misconduct, bad faith or gross negligence.

         (h) The Trustee for the Securities of a particular series shall be
fully justified and protected in relying and acting upon information received by
it from the Company and the Currency Determination Agent with respect to any of
the matters addressed in or contemplated by this Section 311 and shall not
otherwise have any duty or obligation to determine such information
independently.

SECTION 312. Appointment and Resignation of Currency Determination Agent.

         (a) If and so long as the Securities of any series (i) are denominated
in a currency unit or a currency other than Dollars or (ii) may be payable in a
currency unit or a currency other than Dollars, or so long as it is required
under any other provision of this Indenture, then the Company shall maintain
with respect to each such series of Securities, or as so required, a Currency
Determination Agent. The Company shall cause the Currency Determination Agent to
make the necessary foreign exchange determinations at the time and in the manner
specified pursuant to Section 301 for the purpose of determining the applicable
rate of exchange and for the purpose of converting the issued currency or
currency unit into the applicable payment currency or currency unit for the
payment of principal, and premium, if any, and interest, if any, pursuant to
Section 311.

         (b) No resignation of the Currency Determination Agent and no
appointment of a successor Currency Determination Agent pursuant to this Section
shall become effective until the acceptance of appointment by the successor
Currency Determination Agent as evidenced by a written instrument delivered to
the Company and the Trustee of the appropriate series of Securities accepting
such appointment executed by the successor Currency Determination Agent.

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
Board Resolution, at any time, with respect to the Securities of any series,
unless otherwise specified pursuant to Section 301 with respect to a particular
series of Securities, elect to have either Section 402 or 403 be applied to all
of the Outstanding Securities of that series upon compliance with the conditions
set forth below in this Article Four.

SECTION 402. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company shall be deemed to have been discharged from
its obligations with respect to all Outstanding Securities of the particular
series on the date the conditions set forth below are satisfied (hereinafter,
"Legal Defeasance"). For this purpose, such Legal Defeasance means that the
Company shall be deemed to have paid and discharged all the obligations relating
to the Outstanding Securities of that series and the Securities of that series
shall thereafter be deemed to be "outstanding" only for the purposes of Section
406, Section 408 and the other Sections of this Indenture referred to below in
this Section 402, and to have satisfied all of its other obligations under such
Securities and this Indenture and cured all then existing Events of Default (and
the Trustee, on demand of and 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: (a) the rights of
Holders of outstanding Securities of the


                                       28
<PAGE>   37
particular series and coupons, if any, of such series to receive payments in
respect of principal of, and premium, if any, and interest, if any, on such
Securities when such payments are due or on the Redemption Date solely out of
the trust created pursuant to this Indenture; (b) the Company's obligations with
respect to such Securities concerning issuing temporary Securities of that
series, or, where relevant, registration of such Securities, mutilated,
destroyed, lost or stolen Securities of that series and the maintenance of an
office or agency for payment and money for Security payments held in trust; (c)
the rights, powers, trusts, duties and immunities of the Trustee for the
Securities of that series, and the Company's obligations in connection
therewith; and (d) this Article Four and the obligations set forth in Section
406 hereof.

         Subject to compliance with this Article Four, the Company may exercise
its option under Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities of a particular series.

SECTION 403. Covenant Defeasance.

         Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company shall be released from any obligations under
the covenants contained in Sections 704, 801, 1007 and 1008 hereof with respect
to the Outstanding Securities of the particular series on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities of that series shall thereafter be deemed 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 such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder
(it being understood that such Securities shall not be deemed outstanding for
accounting purposes). For this purpose, such Covenant Defeasance means that,
with respect to the Outstanding Securities of that series, 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 covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or Event of
Default under subsection 501(3) but, except as specified above, the remainder of
this Indenture and the Securities of that series shall be unaffected thereby.

SECTION 404. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 402 or Section 403 to the outstanding Securities of a particular series:

                  (a) the Company must irrevocably deposit, or cause to be
         irrevocably deposited, with the Trustee for the Securities of that
         series, in trust, for the benefit of the Holders of the Securities of
         that series, cash in the currency or currency unit in which the
         Securities of that series are payable (except as otherwise specified
         pursuant to Section 301 for the Securities of that series and except as
         provided in Sections 311(b) and 311(d), in which case the deposit to be
         made with respect to Securities for which an election has occurred
         pursuant to Section 311(b), or a Conversion Event has occurred as
         provided in Section 311(d), shall be made in the currency or currency
         unit in which the Securities of that series are payable as a result of
         such election or Conversion Event), Government Obligations or a
         combination thereof in such amounts as will be sufficient, in the
         opinion of an internationally recognized firm of independent public
         accountants, to pay principal, and premium, if any, and interest, if
         any, due on the outstanding Securities of that series and any related
         coupons at the Stated Maturity, or on the applicable Redemption Date,
         as the case may be, with respect to the outstanding Securities of that
         series and any related coupons;

                  (b) in the case of Legal Defeasance, the Company shall have
         delivered to the Trustee for the Securities of that series an Opinion
         of Counsel in the United States reasonably acceptable to such Trustee
         confirming that, subject to customary assumptions and exclusions, (1)
         the Company has received from, or there has been published by, the U.S.
         Internal Revenue Service a ruling or (2) since the Issue Date, there
         has been a change in the applicable U.S. federal income tax law, in
         either case to the effect that, and based thereon such Opinion of
         Counsel in the United States shall confirm that, subject to customary
         assumptions and exclusions, the Holders of the Outstanding Securities
         of that series will not recognize income, gain or loss for U.S. federal
         income tax purposes as a result of such Legal Defeasance and will be
         subject to U.S.


                                       29
<PAGE>   38
         federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such Legal Defeasance had not
         occurred;

                  (c) in the case of Covenant Defeasance, the Company shall have
         delivered to the Trustee for the Securities of that series an Opinion
         of Counsel in the United States reasonably acceptable to such Trustee
         confirming that, subject to customary assumptions and exclusions, the
         Holders of the Outstanding Securities of that series will not recognize
         income, gain or loss for U.S. federal income tax purposes as a result
         of such Covenant Defeasance and will be subject to such 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;

                  (d) no Event of Default or event which with the giving of
         notice or the lapse of time, or both, would become an Event of Default
         with respect to the Securities of that series shall have occurred and
         be continuing on the date of such deposit after giving effect to such
         Legal Defeasance or Covenant Defeasance and no Event of Default under
         Section 501(4) or Section 501(5) shall have occurred and be continuing
         on the 123rd day after such date;

                  (e) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under any
         material agreement or instrument to which the Company is a party or by
         which the Company is bound; and

                  (f) the Company shall have delivered to the Trustee for the
         Securities of that series an Officers' Certificate and an Opinion of
         Counsel in the United States (which Opinion of Counsel may be subject
         to customary assumptions and exclusions) each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance, as the case may be, have been complied
         with.

SECTION 405. Satisfaction and Discharge of Indenture.

         This Indenture will be discharged and will cease to be of further
effect as to all Securities of any particular series issued hereunder when
either (i) all Securities of that series theretofore authenticated and delivered
and all coupons, if any, appertaining thereto (except (A) coupons appertaining
to Bearer Securities surrendered for exchange for Registered Securities and
maturing after such exchange, whose surrender is not required or has been waived
as provided in Section 305, (B) lost, stolen or destroyed Securities or coupons
of such series which have been replaced or paid as provided in Section 306, (C)
coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender is not required as provided in Section
1106 and (D) Securities and coupons of such series for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company or
discharged from such trust, as provided in the last paragraph of Section 1003)
have been delivered to the Trustee for the Securities of that series for
cancellation or (ii) (A) all Securities of that series and any coupons
appertaining thereto not theretofore delivered to Trustee for cancellation are
due and payable by their terms within one year or have become due and payable by
reason of the making of a notice of redemption and the Company has irrevocably
deposited or caused to be deposited with such Trustee as trust funds in trust an
amount of cash in any combination of currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except as provided in Sections
311(b) and 311(d), in which case the deposit to be made with respect to
Securities for which an election has occurred pursuant to Section 311(b) or a
Conversion Event has occurred as provided in Section 311(d), shall be made in
the currency or currency unit in which such Securities are payable as a result
of such election or Conversion Event) sufficient to pay and discharge the entire
indebtedness on such Securities and coupons not theretofore delivered to the
Trustee for the Securities of that series for cancellation of principal, and
premium, if any, and accrued and unpaid interest, if any, to the Stated Maturity
or Redemption Date, as the case may be; (B) no Event of Default or event which
with the giving of notice or the lapse of time, or both, would become an Event
of Default shall have occurred and be continuing on the date of such deposit
after giving effect thereto and no Event of Default under Section 501(4) or
Section 501(5) shall have occurred and be continuing on the 123rd day after such
date; (C) the Company has paid, or caused to be paid, all sums payable by it
under this Indenture; and (D) the Company has delivered irrevocable instructions
to the Trustee for the Securities of that series under this Indenture to apply
the deposited money toward the payment of such Securities and coupons at the
Stated Maturity or the Redemption Date, as the case may be. In addition, the
Company must deliver an Officers' Certificate and an Opinion of Counsel to the
Trustee for the Securities of that series stating that all conditions precedent
to satisfaction and discharge have been


                                       30
<PAGE>   39
satisfied.

SECTION 406. Survival of Certain Obligations.

         Notwithstanding the satisfaction and discharge of this Indenture and of
the Securities of a particular series referred to in Sections 401, 402, 404, or
405, the respective obligations of the Company and the Trustee for the
Securities of a particular series under Sections 303, 304, 305, 307, 309, 407,
408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002, 1003, 1004 and
1006, shall survive with respect to Securities of that series until the
Securities of that series are no longer outstanding, and thereafter the
obligations of the Company and the Trustee for the Securities of a particular
series with respect to that series under Sections 407, 408, 409, and 410 shall
survive. Nothing contained in this Article Four shall abrogate any of the
obligations or duties of the Trustee of any series of Securities under this
Indenture.

         Notwithstanding the satisfaction of the conditions set forth in
Sections 404 or 405 with respect to all the Securities of any series not payable
in Dollars, upon the happening of any Conversion Event the Company shall be
obligated to make the payments in Dollars required by Section 311(d) to the
extent that the Trustee is unable to convert any Foreign Currency or currency
unit or currency unit in its possession pursuant to Sections 404 or 405 into the
Dollar equivalent of such Foreign Currency or currency unit, as the case may be.
If, after the deposits referred to in Sections 404 or 405 have been made, (x)
the Holder of a Security is entitled to, and does, elect pursuant to Section
311(b) to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Sections 404 or 405 was made, or (y) a Conversion
Event occurs as contemplated in Section 311(d), then the indebtedness
represented by such Security shall be fully discharged to the extent that the
deposit made with respect to such Security shall be converted into the currency
or currency unit in which such Security is payable. The Trustee shall return to
the Company any non-converted funds or securities in its possession after such
payments have been made.

SECTION 407. Acknowledgment of Discharge by Trustee.

         Subject to Section 410, after (i) the conditions of Section 404 or 405
have been satisfied with respect to the Securities of a particular series, (ii)
the Company has paid or caused to be paid all other sums payable hereunder by
the Company and (iii) the Company has delivered to the Trustee for the
Securities of that series an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent referred to in clause (i) above
relating to the satisfaction and discharge of this Indenture have been complied
with, the Trustee for the Securities of that series upon written request shall
acknowledge in writing the discharge of all of the Company's obligations under
this Indenture except for those surviving obligations specified in this Article
Four.

SECTION 408. Application of Trust Moneys.

         All money and Government Obligations deposited with the Trustee for the
Securities of a particular series pursuant to Section 404 or 405 in respect of
the Securities of that series shall be held in trust and applied by it, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the Securities and all related coupons of all sums
due and to become due thereon for principal, and premium, if any, and interest,
if any, but such money need not be segregated from other funds except to the
extent required by law.

         The Company shall pay and indemnify the Trustee for the Securities of a
particular series against any tax, fee or other charge imposed on or assessed
against the Government Obligations deposited pursuant to Section 404 or 405 with
respect to the Securities of that series or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of outstanding Securities of that series.

SECTION 409. Repayment to the Company; Unclaimed Money.

         The Trustee and any Paying Agent for a series of Securities shall
promptly pay or return to the Company upon Company Order any cash or Government
Obligations held by them at any time that are not required for the payment of
principal of, and premium, if any, and interest, if any, on the Securities and
all related coupons for Securities of that series for which cash or Government
Obligations have been deposited pursuant to Section 404 or


                                       31
<PAGE>   40
405.

         Any money deposited with the Trustee or any Paying Agent for the
Securities of any series, or then held by the Company, in trust for the payment
of principal of, and premium, if any, and interest, if any, on any Security of
any particular series and all related coupons appertaining thereto and remaining
unclaimed for two years after such principal and premium, if any, and interest,
if any, has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
paid to the Company on Company Request or (if then held by the Company) shall be
discharged from such trusts; and the Holder of such Security and all related
coupons shall, thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of such 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 such Trustee or
such Paying Agent, before being required to make any such repayment may give
written notice to the Holder of such Security in the manner set forth in Section
106, 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, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be repaid to the Company, as the case may be.

SECTION 410. Reinstatement.

         If the Trustee or Paying Agent for a series of Securities is unable to
apply any cash or Government Obligations, as applicable, in accordance with
Section 402, 403, 404 or 405 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities of that series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 402, 403, 404
or 405 until such time as the Trustee or Paying Agent for that series is
permitted to apply all such cash or Government Obligations in accordance with
Section 402, 403, 404 or 405; provided, however, that if the Company has made
any payment of principal of, and premium, if any, and interest, if any, on any
Securities and any related coupons because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities and such coupons to receive such payment from the cash or
Government Obligations, as applicable, held by such Trustee or Paying Agent.

                                  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 and such other events
as may be established with respect to the Securities of such series as
contemplated by Section 301 (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
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 installment of interest upon
         any Security of that series and any related coupon when it becomes due
         and payable, and continuance of such default for a period of 30 days;
         or

                  (2) default in the payment of principal of, or premium, if
         any, on any Security of that series at its Maturity or default in the
         deposit of any sinking fund payment when and as due by the terms of any
         Security of that series; or

                  (3) default in the performance of, or breach of, any covenant
         or warranty of the Company in respect of any Security of that series
         contained in this Indenture or in such Securities (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with) or in the applicable
         Board Resolution under which such series is issued as contemplated by
         Section


                                       32
<PAGE>   41
         301 and continuance of such default or breach for a period of 90 days
         after there has been given, by registered or certified mail, to the
         Company by the Trustee for the Securities of such series or to the
         Company and such 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

                  (4) the Company shall commence any case or proceeding seeking
         to have an order for relief entered on its behalf as debtor or to
         adjudicate it as bankrupt or insolvent or seeking reorganization,
         liquidation, dissolution, winding-up, arrangement, composition or
         readjustment of its debts or any other relief under any bankruptcy,
         insolvency, reorganization, liquidation, dissolution, arrangement,
         composition, readjustment of debt or other similar act or law of any
         jurisdiction, domestic or foreign, now or hereafter existing; or the
         Company shall apply for a receiver, custodian or trustee (other than
         any trustee appointed as a mortgagee or secured party in connection
         with the issuance of indebtedness for borrowed money of the Company) of
         it or for all or a substantial part of its property; or the Company
         shall make a general assignment for the benefit of creditors; or the
         Company shall take any corporate action in furtherance of any of the
         foregoing; or

                  (5) an involuntary case or other proceeding shall be commenced
         against the Company with respect to it or its debts under any
         bankruptcy, insolvency or other similar law now or hereafter in effect
         seeking the appointment of a trustee, receiver, liquidator, custodian
         or similar official of it or any substantial part of its property; and
         such case or other proceeding (A) results in the entry of an order for
         relief or a similar order against it or (B) shall continue unstayed and
         in effect for a period of 60 consecutive days; or

                  (6) any other Event of Default provided in the Security or the
         Board Resolution with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to any particular series of
Securities and any related coupons occurs and is continuing (other than an Event
of Default described in Section 501(4) or 501(5)), then and in every such case
either the Trustee for the Securities of such series or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may
declare the entire principal amount (or, in the case of (i) OID Securities, such
lesser amount as may be provided for in the terms of that series or (ii) Indexed
Securities, the amount determined in accordance with the specified terms of
those Securities) of all the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to such Trustee if given
by Holders), and upon any such declaration of acceleration such principal or
such lesser amount, as the case may be, together with accrued interest and all
other amounts owing hereunder, shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived.

         If any Event of Default specified in Section 501(4) or 501(5) occurs
with respect to the Company, all of the unpaid principal amount (or, if the
Securities of any series then outstanding are (i) OID Securities, such lesser
amount as may be provided for in the terms of that series or (ii) Indexed
Securities, the amount determined in accordance with the specified terms of
those Securities) and accrued interest on all Securities of each series then
outstanding shall ipso facto become and be immediately due and payable without
any declaration or other act by the Trustee or any Holder.

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

                  (1) the Company has paid or deposited with such Trustee a sum
         sufficient to pay in the currency or currency unit in which the
         Securities of such series are payable (except as otherwise specified
         pursuant to Section 301 for the Securities of such series and except as
         provided in Sections 311(b) and 311(d)):

                                       33
<PAGE>   42
                           (A) all overdue interest on all Securities of that
                  series and any related coupons;

                           (B) the principal of, and premium, if any, on any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon from
                  the date such principal became due at a rate per annum equal
                  to the rate borne by the Securities of such series (or, in the
                  case of (i) OID Securities, the Securities' Yield to Maturity
                  or (ii) Indexed Securities, the rate determined in accordance
                  with the specified terms of those Securities), to the extent
                  that the payment of such interest shall be legally
                  enforceable;

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at a rate per annum
                  equal to the rate borne by the Securities of such series (or,
                  in the case of (i) OID Securities, the Securities' Yield to
                  Maturity or (ii) Indexed Securities, the rate determined in
                  accordance with the specified terms of those Securities); and

                           (D) all sums paid or advanced by such Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of such Trustee, its agents and
                  counsel and all other amounts due to such Trustee under
                  Section 607;

         and

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

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

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

         The Company covenants that if:

                  (1) default is made in the payment of any interest upon any
         Security of any series and any related coupons when such interest
         becomes due and payable and such default continues for a period of 30
         days; or

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

the Company will, upon demand of the Trustee for the Securities of such series,
pay to it, for the benefit of the Holders of such Securities and coupons, the
whole amount then due and payable on such Securities and coupons for principal,
premium, if any, and interest, if any, with interest upon the 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 at a rate per
annum equal to the rate borne by such Securities (or, in the case of (i) OID
Securities, the Securities' Yield to Maturity or (ii) Indexed Securities, the
rate determined in accordance with the specified terms of those 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 such Trustee, its agents and counsel and
all other amounts due to such Trustee under Section 607.

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

         If an Event of Default with respect to Securities of any particular
series occurs and is continuing, the


                                       34
<PAGE>   43
Trustee for the Securities of such series may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
that series by such appropriate judicial proceedings as such Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities of any series), its property or its creditors,
the Trustee for the Securities of such series irrespective of whether the
principal (or, if the Securities of such series are (i) OID Securities or (ii)
Indexed Securities, such amount as may be due and payable with respect to such
Securities pursuant to a declaration in accordance with Section 502) on any
Security of such series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether such Trustee shall have
made any demand on the Company for the payment of overdue principal or interest
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (or, if the Securities of such series are (i) OID Securities
         or (ii) Indexed Securities, such amount as may be due and payable with
         respect to such Securities pursuant to a declaration in accordance with
         Section 502), premium, if any, and interest, if any, owing and unpaid
         in respect of the Securities of such series and any related coupons and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of such Trustee (including any claim for
         the reasonable compensation, expenses, disbursements and advances of
         such Trustee, its agents and counsel and all other amounts due to such
         Trustee under Section 607) and of the Holders of the Securities of such
         series and any related coupons allowed in such judicial proceeding;

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

                  (iii) unless prohibited by law or applicable regulations, to
         vote on behalf of the Holders of the Securities of such series in any
         election of a trustee in bankruptcy or other person performing similar
         functions;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder of
Securities and coupons to make such payments to such Trustee, and in the event
that such Trustee shall consent to the making of such payments directly to the
Holders of Securities and coupons, to pay to such Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel, and any other amounts due such Trustee under
Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee for
the Securities of any series 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 of such series
or the rights of any Holder thereof, or to authorize the Trustee for the
Securities or coupons of any series to vote in respect of the claim of any
Holder in any such proceeding, except as aforesaid, for the election of a
trustee in bankruptcy or other person performing similar functions.

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

         All rights of action and claims under this Indenture or the Securities
or coupons of any series may be prosecuted and enforced by the Trustee for the
Securities of any series without the possession of any of the Securities or
coupons of such series or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by such 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 such Trustee, its agents and counsel and all other
amounts due to such Trustee under Section 607, be for the ratable benefit of the
Holders of the Securities and coupons of such series in respect of which such
judgment has been recovered.

                                       35
<PAGE>   44
SECTION 506. Application of Money Collected.

         Any money collected by the Trustee for the Securities of any series
pursuant to this Article with respect to the Securities or coupons of such
series shall be applied in the following order, at the date or dates fixed by
such Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest, if any, upon presentation of the
Securities or coupons of such series, 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 such Trustee under Section
607;

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

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

SECTION 507. Limitation on Suits.

         No Holder of any Security of any particular series or any related
coupons 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) an Event of Default with respect to that series shall have
         occurred and be continuing and such Holder shall have previously given
         written notice to the Trustee for the Securities of such series of such
         default and the continuance thereof;

                  (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 for the Securities of such series 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 such Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

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

                  (5) no direction inconsistent with such written request has
         been given to such 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 Holders of Securities of
that series 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 Holders of Securities of that series, or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Holders of Securities of that series.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium, if
any, and Interest, if any.

         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 principal of, and premium, if any, and (subject to Section
307) interest, if any, on such Security on the respective Stated Maturities
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 right shall not be impaired without the consent of such Holder.

                                       36
<PAGE>   45
SECTION 509. Restoration of Rights and Remedies.

         If the Trustee for the Securities of any series 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 such Trustee or to such Holder,
then and in every such case the Company, such Trustee and the Holders of
Securities or 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 such Trustee and such 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 for the Securities of any series 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.

SECTION 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee for the Securities of any series or
of any Holder of any Security of such series to exercise any right or remedy
accruing upon any Event of Default with respect to the Securities of such series
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to such Trustee for the Securities or coupons of any series or
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by such Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any particular series shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee for the Securities of such series with respect to the Securities
of that series or exercising any trust or power conferred on such Trustee with
respect to such Securities, provided that:

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture and could not involve the Trustee in
         personal liability; and

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

SECTION 513. Waiver of Past Defaults.

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

                  (1) a default in the payment of principal of, or premium, if
         any, or interest, if any, on any Security of that series; or

                  (2) a default with respect to 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 that series
         affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be


                                       37
<PAGE>   46

deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

SECTION 514. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security or
coupon 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 the
Securities or coupons of any series for any action taken or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee for the Securities
of any series, 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 particular series or to any suit instituted by any Holder of
any Security or coupon for the enforcement of the payment of principal of, or
premium, if any, or interest, if any, on any Security of such series or the
payment of any coupon on or after the respective Stated Maturities expressed in
such Security or coupon (or, in the case of redemption, on or after the
Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this 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 for any series of Securities, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

SECTION 516. Judgment Currency.

         If, for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Security or any related
coupon, it shall become necessary to convert any amount in the currency or
currency unit due hereunder or under such Security or coupon into any other
currency or currency unit, then such conversion shall be made by the Currency
Determination Agent at the Market Exchange Rate as in effect on the date of
entry of the judgment (the "Judgment Date"). If pursuant to any such judgment,
conversion shall be made on a date (the "Substitute Date") other than the
Judgment Date and there shall occur a change between the Market Exchange Rate as
in effect on the Judgment Date and the Market Exchange Rate as in effect on the
Substitute Date, the Company agrees to pay such additional amounts (if any) as
may be necessary to ensure that the amount paid is equal to the amount in such
other currency or currency unit which, when converted at the Market Exchange
Rate as in effect on the Judgment Date, is the amount due hereunder or under
such Security or coupon. Any amount due from the Company under this Section 516
shall be due as a separate debt and is not to be affected by or merged into any
judgment being obtained for any other sums due hereunder or in respect of any
Security or coupon. In no event, however, shall the Company be required to pay
more in the currency or currency unit due hereunder or under such Security or
coupon at the Market Exchange Rate as in effect on the Judgment Date than the
amount of currency or currency unit stated to be due hereunder or under such
Security or coupon so that in any event the Company's obligations hereunder or
under such Security or coupon will be effectively maintained as obligations in
such currency or currency unit, and the Company shall be entitled to withhold
(or be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion on the Substitute Date over the amount due and
payable on the Judgment Date.

                                       38
<PAGE>   47
                                  ARTICLE SIX

                                  THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

         (a) Except during the continuance of an Event of Default with respect
to the Securities of any series for which the Trustee is serving as such,

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

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

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

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

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

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

                  (3) such Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         majority in principal amount of the Outstanding Securities of any
         particular series, determined as provided in Section 512, relating to
         the time, method and place of conducting any proceeding for any remedy
         available to such Trustee, or exercising any trust or power conferred
         upon such Trustee, under this Indenture with respect to the Securities
         of that series; and

                  (4) no provision of this Indenture shall require the Trustee
         for any series of Securities 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.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee for any series of Securities shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to Securities of any particular series, the Trustee for the Securities
of such series shall give to Holders of Securities of that series, in the manner
set


                                       39
<PAGE>   48
forth in Section 106, notice of such default known to such Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of principal of, or premium, if any, or
interest, if any, on any Security of that series, or in the deposit of any
sinking fund payment with respect to Securities of that series, such Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of such Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Securities of
that series and related coupons; and provided, further, that in the case of any
default of the character specified in Section 501(3) with respect to Securities
of that series no such notice to Holders shall be given until at least 60 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of that series.

SECTION 603. Certain Rights of Trustee.

         Except as otherwise provided in Section 601:

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

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

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

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

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

                  (f) such 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, discretion,
         consent, order, bond, debenture or other paper or document, but such
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters at it may see fit, and, if
         such Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney;

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

                  (h) the Trustee shall not be charged with knowledge of any
         default or Event of Default with respect to the Securities unless
         either (1) a Responsible Officer shall have actual knowledge of such
         default or Event of Default or (2) written notice of such default or
         Event of Default shall have been given to the Trustee by the Company or
         by any Holder of the Securities. Notwithstanding the foregoing, the
         Trustee


                                       40
<PAGE>   49
         should be deemed to have knowledge of any default or Event of Default
         with respect to matters set forth in Sections 501(1) and 501(2).

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

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

SECTION 605. May Hold Securities.

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

SECTION 606. Money Held in Trust.

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

SECTION 607. Compensation and Reimbursement.

         The Company agrees:

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

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

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

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

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(4) or (5), the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy law.

                                       41
<PAGE>   50
         The Company's obligations under this Section 607 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article Four of this Indenture and/or
the termination of this Indenture.

SECTION 608. Disqualification; Conflicting Interests.

         The Trustee for the Securities shall be subject to the provisions of
Section 310(b) of the Trust Indenture Act during the period of time required
thereby. Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the penultimate paragraph of Section
310(b) of the Trust Indenture Act. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded Securities
of any particular series of Securities other than that series.

SECTION 609. Corporate Trustee Required; Different Trustees for Different
Series; Eligibility.

         There shall at all times be a Trustee hereunder which shall be

                  (i) a corporation organized and doing business under the laws
         of the United States of America, any state thereof, or the District of
         Columbia, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by federal or State
         authority, or

                  (ii) a corporation or other Person organized and doing
         business under the laws of a foreign government that is permitted to
         act as Trustee pursuant to a rule, regulation, or other order of the
         Commission, authorized under such laws to exercise corporate trust
         powers, and subject to supervision or examination by authority of such
         foreign government or a political subdivision thereof substantially
         equivalent to supervision or examination applicable to United States
         institutional trustees,

having 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
to requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor any
Person directly or indirectly controlling, controlled by, or under the common
control with the Company shall serve as Trustee for the Securities. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereunder specified in this Article.

         A different Trustee may be appointed by the Company for each series of
Securities prior to the issuance of such Securities. If the initial Trustee for
any series of Securities is to be other than The Chase Manhattan Bank, the
Company and such Trustee shall, prior to the issuance of such Securities,
execute and deliver an indenture supplemental hereto, which shall provide for
the appointment of such Trustee as Trustee for the Securities of such series and
shall add to or change any of the provisions of this Indenture as shall be
necessary to 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.

SECTION 610. Resignation and Removal; Appointment of Successor.

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

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


                                       42
<PAGE>   51
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

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

         (d) If at any time:

                  (1) the Trustee for the Securities of any series shall fail to
         comply with Section 310(b) of the Trust Indenture Act pursuant to
         Section 608 hereof after written request therefor by the Company or by
         any Holder who has been a bona fide Holder of a Security of such series
         for at least six months, unless the Trustee's duty to resign is stayed
         in accordance with the provisions of Section 310(b) of the Trust
         Indenture Act, or

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

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

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

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

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

SECTION 611. Acceptance of Appointment by Successor.

         (a) Every such successor Trustee appointed hereunder with respect to
the Securities of any series shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the


                                       43
<PAGE>   52
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this 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 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.

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

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

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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

                                       44
<PAGE>   53
SECTION 613. Preferential Collection of Claims Against Company.

         If and when the Trustee shall be or shall become a creditor, directly
or indirectly, secured or unsecured, of the Company (or any other obligor upon
the Debt Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding collection of claims against the Company (or any
such other obligor). A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent indicated.

SECTION 614. Authenticating Agents.

         From time to time the Trustee for the Securities of any series may,
subject to its sole discretion, appoint one or more Authenticating Agents with
respect to the Securities of such series, which may include the Company or any
Affiliate of the Company, with power to act on the Trustee's behalf and subject
to its discretion in the authentication and delivery of Securities of such
series in connection with transfers and exchanges under Sections 304, 305 and
1107 as fully to all intents and purposes as though such Authenticating Agent
had been expressly authorized by those Sections of this Indenture to
authenticate and deliver Securities of such series. For all purposes of this
Indenture, the authentication and delivery of Securities of such series by an
Authenticating Agent for such Securities pursuant to this Section shall be
deemed to be authentication and delivery of such Securities "by the Trustee" for
the Securities of such series. Any such Authenticating Agent shall at all times
be a corporation organized and doing business under the laws of the United
States or of any State, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually pursuant
to law or the requirements of such supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time an
Authenticating Agent for any series of Securities shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or the Authenticating Agent or such successor
corporation.

         Any Authenticating Agent for any series of Securities may resign at any
time 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 any Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company in the manner set
forth in Section 105. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent for any series of
Securities shall cease to be eligible under this Section, the Trustee for such
series may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Company and shall give written notice of such
appointment to all Holders of Securities of such series 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. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

         The Company agrees to pay to any Authenticating Agent for such series
from time to time reasonable compensation for its services.

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

         "This is one of the Securities of the series designated therein
described in the within-mentioned Indenture.


                                       45
<PAGE>   54
                                    THE CHASE MANHATTAN BANK, as Trustee


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


                                    By
                                      ------------------------------------------
                                            Authorized Officer"




                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         With respect to each particular series of Securities, the Company will
furnish or cause to be furnished to the Trustee for the Securities of such
series,

         (a) semiannually, not more than 15 days after each Regular Record Date
relating to that series (or, if there is no Regular Record Date relating to that
series, on June 30 and December 31), a list, in such form as such Trustee may
reasonably require, containing all the information in the possession or control
of the Company or any of its Paying Agents other than such Trustee as to the
names and addresses of the Holders of that series as of such dates,

         (b) on semi-annual dates on each year to be determined pursuant to
Section 301 if the Securities of such series do not bear interest, a list of
similar form and content, and

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

excluding from any such list names and addresses received by such Trustee in its
capacity as Security Registrar for the Securities of such series, if so acting.

SECTION 702. Preservation of Information; Communications to Holders.

         (a) The Trustee for each series of Securities shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders
of the Securities of such series contained in the most recent lists furnished to
such Trustee as provided in Section 701 and the names and addresses of Holders
of the Securities of such series received by such Trustee in its capacity as
Security Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of Securities furnished
to it as provided in Section 701 upon receipt of a new list relating to such
series so furnished.

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

                                       46
<PAGE>   55
                  (i) afford such applicants access to the information preserved
         at the time by such Trustee in accordance with Section 702(a), or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of that series whose names and addresses appear
         in the information preserved at the time by such Trustee in accordance
         with Section 702(a), and as to the approximate cost of mailing to such
         Holders the form of proxy or other communication, if any, specified in
         such application.

         If any such Trustee shall elect not to afford such applicants access to
that information, such Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of that series whose name and
address appears in the information preserved at the time by such Trustee in
accordance with Section 702(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to such Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender, such Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of such Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
that series or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, such Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise such Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

         (c) Every Holder of Securities of each series or coupons, by receiving
and holding the same, agrees with the Company and the Trustee for the Securities
of such series that neither the Company nor such Trustee, nor any agent of
either of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of the Securities of
such series in accordance with Section 702(b), regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 702(b).

SECTION 703. Reports by Trustee.

         (a) Within 60 days after May 15 of each year, the Trustee for the
Securities of each series shall mail to each Holder of the Securities of such
series entitled to receive reports pursuant to Section 704(3), a brief report
dated as of such date that complies with Section 313(a) of the Trust Indenture
Act. The Trustee for the Securities of each series shall also comply with
Sections 313(b), 313(c) and 313(d) of the Trust Indenture Act.

         (b) At the time that the Trustee for the Securities of each series
mails such a report to the Holders of Securities of such series, each such
Trustee shall file a copy of that report with the Commission and with each stock
exchange on which the Securities of that series are listed. The Company shall
provide notice to the appropriate Trustee when the Securities of any series are
listed on any stock exchange.

SECTION 704. Reports by Company.

         The Company will:

                  (1) file with the Trustee for the Securities of such series,
         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; or, if the Company is not required to
         file information, documents or reports pursuant to either of said
         Sections, then it will file with such 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


                                       47
<PAGE>   56
         reports which may be required pursuant to Section 13 of the Securities
         Exchange Act of 1934 in respect of a security listed and registered on
         a national securities exchange as may be prescribed from time to time
         in such rules and regulations;

                  (2) file with the Trustee for the Securities of such series
         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 all Holders of Securities of each
         series, as provided in Section 703(a), within 30 days after the filing
         thereof with the Trustee for the Securities of such series, such
         summaries of any information, documents and reports required to be
         filed by the Company pursuant to paragraphs (1) and (2) of this Section
         as may be required by rules and regulations prescribed from time to
         time by the Commission.

         With respect to the foregoing clauses (1) and (2), the Company may file
all information, documents and reports required by this Section 704 by email or
other electronic means; provided, however, that upon the Trustee's written
request, the Company shall provide the Trustee with physical copies of such
information, documents or reports.

                                 ARTICLE EIGHT

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person unless:

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company substantially as an
         entirety shall be a corporation organized and existing under the laws
         of the United States of America, any State thereof or the District of
         Columbia, and shall expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Trustee for each series of
         Securities, in form satisfactory to each such Trustee, the due and
         punctual payment of principal of, and premium, if any, and interest, if
         any, (including all additional amounts, if any, payable pursuant to
         Sections 516 or 1010) on all the Securities and any related coupons and
         the performance of every covenant of this Indenture on the part of the
         Company to be performed or observed;

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

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

SECTION 802. Successor Corporation Substituted.

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


                                       48
<PAGE>   57
corporation shall be relieved of all obligations and covenants under this
Indenture, the Securities and any related coupons and, in the event of any such
consolidation, merger, conveyance or transfer, the Company as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up, or
liquidated.


                                  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 a Board Resolution, and the Trustee for the
Securities of any or all series, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to such
Trustee, for any of the following purposes:

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

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

                  (3) to add any additional Events of Default with respect to
         any or all series of Securities (and, if any such Event of Default
         applies to fewer than all series of Securities, stating each series to
         which such Event of Default applies); or

                  (4) to add to or to 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 Registered
         Securities, to permit Bearer Securities to be issued in exchange for
         Bearer Securities of other authorized denominations, to provide for the
         issuance of uncertificated Securities of any series in addition to or
         in place of any certificated Securities and to make all appropriate
         changes for such purposes; 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

                  (5) to change or eliminate any of the provisions of this
         Indenture; provided, however, 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 evidence and provide for the acceptance of appointment
         hereunder of a Trustee other than The Chase Manhattan Bank as Trustee
         for a series of Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 609; or

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

                  (8) to add to the conditions, limitations and restrictions on
         the authorized amount, form, terms or purposes of issue, authentication
         and delivery of Securities, as herein set forth, other conditions,
         limitations and restrictions thereafter to be observed; or

                                       49
<PAGE>   58
                  (9) 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
         Section 401; 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; or

                  (10) to add to or change or eliminate any provisions of this
         Indenture as shall be necessary or desirable in accordance with any
         amendments to the Trust Indenture Act; or

                  (11) to establish the form and terms of any series of
         Securities; or

                  (12) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, to convey, transfer, assign, mortgage or pledge any property to
         or with the Trustee for the Securities of any series or to surrender
         any right or power herein conferred upon the Company, or to make any
         other provisions with respect to matters or questions arising under
         this Indenture, provided such action shall not adversely affect the
         interests of the Holders of Securities of any particular series in any
         material respect.

SECTION 902. Supplemental Indentures With Consent of Holders.

         The Company, when authorized by a Board Resolution, and the Trustee for
the Securities of any or all series 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 such Securities and any
related coupons under this Indenture, but only with the consent of the Holders
of more than 50% in aggregate principal amount of the Outstanding Securities of
each series of Securities then Outstanding affected thereby, in each case by Act
of said Holders of Securities of each such series delivered to the Company and
the Trustee for Securities of each such series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon, if any (or,
         in the case of OID Securities, reduce the rate of accretion of original
         issue discount), 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 OID
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof, or provable in bankruptcy, or, in
         the case of Indexed Securities, reduce the amount payable in accordance
         with the terms of those Securities upon a declaration of acceleration
         of the Maturity thereof, or provable in bankruptcy, pursuant to Section
         502, or change the Place of Payment, or the currency or currency unit
         in which any Security or the principal or interest thereon is payable,
         or impair the right to institute suit for the enforcement of any such
         payment on or after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date); or impair any right of
         Holders of Securities hereunder to repay or purchase Securities at
         their option; reduce or alter the method of computation of any amount
         payable upon redemption, repayment or purchase of any Securities by the
         Issuer (or the time when such redemption, repayment or purchase may be
         made) or adversely affect the right to convert or exchange any Security
         into other securities of the Company or another Person as may be
         provided pursuant to Section 301;

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

                  (3) modify any of the provisions of this Section or Section
         513 or 1009, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Security affected thereby;
         provided, however, that this clause shall not be deemed to require the
         consent of any Holder of a Security or coupon with respect to


                                       50
<PAGE>   59
         changes in the references to "the Trustee" and concomitant changes in
         this Section and Section 1009, or the deletion of this proviso, in
         accordance with the requirements of Sections 609, 61l(b), 901(6) and
         901(7).

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

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

SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity With Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest, if any.

         The Company agrees, for the benefit of each particular series of
Securities, that it will duly and punctually pay in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b) and 311(d)) principal of, and premium, if any,
and interest, if any, on that series of Securities in accordance with the terms
of the Securities of such series, any coupons appertaining thereto and this
Indenture. Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, any interest due on Bearer Securities on or
before Maturity shall be payable only upon presentation and surrender of the
several coupons for such interest


                                       51
<PAGE>   60
installments as are evidenced thereby as they severally mature. The interest, if
any, due in respect of any temporary or permanent Global Security, together with
any additional amounts payable in respect thereof, as provided in the terms and
conditions of such Security, shall be payable, subject to the conditions set
forth in Section 1010, only upon presentation of such Security to the Trustee
thereof for notation thereon of the payment of such interest.

SECTION 1002. Maintenance of Office or Agency.

         If Securities of a series are issuable only as Registered Securities
the Company will maintain in each Place of Payment for that series an office or
agency where Securities of that series may be presented or surrendered for
payment, an office or agency where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company with respect to 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 (A) an office or agency (which may be the
same office or agency) in a Place of Payment for that series in the United
States where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered 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 in the circumstances described in the following
paragraph (and not otherwise), (B) 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; provided, however, that if
the Securities of that series are listed on the Luxembourg Stock Exchange or any
other 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 Luxembourg or in any other required city located outside the
United States, so long as the Securities of that series are listed on such
exchange, and (C) 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 Registered 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 for the Securities of that series of
the location, and any change in the location, of any such office or agency. If
at any time the Company shall fail to maintain any such required office or
agency in respect of any series of Securities or shall fail to furnish the
Trustee for the Securities of that series with the address thereof, such
presentations (to the extent permitted by law), and surrenders of Securities of
that series may be made and notices and demands may be made or served at the
Corporate Trust Office of such Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment at
the offices specified in the Security, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and
demands.

         No payment of principal of, or premium, if any, or interest, if any, on
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.
Payments will not be made in respect of Bearer Securities or coupons
appertaining thereto pursuant to presentation to the Company or its designated
Paying Agents within the United States. Notwithstanding the foregoing, payment
of principal of, and premium, if any, and interest, if any, on any Bearer
Security denominated and payable in Dollars will be made at the office of the
Company's Paying Agent in the United States, if, and only if, payment in Dollars
of the full amount of such principal, premium or interest, as the case may be,
at all offices or agencies outside the United States maintained for that purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions and the Company has
delivered to the Trustee an Opinion of Counsel to that effect.

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

                                       52
<PAGE>   61
         If and so long as the Securities of any series (i) are denominated in a
currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, a Currency Determination 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 particular series of Securities and any related coupons, it will,
on or before each due date of principal of, and premium, if any, or interest, if
any, on any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the currency or currency
unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b) and 311(d)) sufficient to pay the principal,
premium, if any, and interest, if any, 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 for the Securities of such series of its action or
failure so to act.

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

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

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

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

                  (3) at any time during the continuation of any such default,
         upon the written request of such Trustee, forthwith pay to such 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 for the
Securities of any series all sums held in trust by the Company or such Paying
Agent, such sums to be held by such Trustee upon the same trusts as those upon
which such sums were held by the Company or such Paying Agent; and, upon such
payment by any Paying Agent to such Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

SECTION 1004. 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 upon its income, profits or
property, and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon its property; 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.

                                       53
<PAGE>   62
SECTION 1005.     Statements as to Compliance.

         The Company will deliver to the Trustee for each series of Securities,
within 120 days after the end of each fiscal year, a written statement signed by
the principal executive officer, principal financial officer or principal
accounting officer of the Company stating that:

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

                  (2) to the best of his knowledge, based on such review, the
         Company is in compliance with all conditions and covenants under this
         Indenture.

         For purposes of this Section, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

SECTION 1006.     Corporate Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; 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 and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1007.     Limitations on Liens.

         (a) Except as expressly provided in Subsection (b) of this Section
1007, the Company will not, and will not permit any Subsidiary to, create,
assume, incur or suffer to be created, assumed or incurred, any mortgage,
pledge, lien, security interest, charge or encumbrance (all of the foregoing
being hereinafter referred to as "liens") to secure any indebtedness for
borrowed money (i) upon any shares of Capital Stock issued by any Subsidiary
that owns any Principal Facility (as hereinafter defined) to the extent such
shares are owned by the Company or one or more Subsidiaries, or (ii) upon any
Principal Facility, in either case without making effective provision whereby
all the Securities shall be directly secured equally and ratably with the
indebtedness secured by such lien, so long as any such indebtedness shall be so
secured; provided, however, that this Section 1007 shall not be applicable to
the following:

                  (1) in the case of a Principal Facility, liens incurred in
         connection with the issuance by a state or political subdivision
         thereof of any securities the interest on which is exempt from federal
         income taxes by virtue of Section 103 of the Code or any other laws or
         regulations in effect at the time of such issuance;

                  (2) liens existing on the date hereof;

                  (3) liens on property or shares of Capital Stock existing when
         acquired by the Company or any Subsidiary (including acquisition
         through merger, share exchange or consolidation) or securing the
         payment of all or part of the purchase price, construction or
         improvement thereof incurred prior to, at the time of, or within 180
         days after the later of the acquisition, completion of construction or
         improvement or commencement of full operation of such property for the
         purpose of financing all or a portion of such purchase or construction
         or improvement; or

                  (4) liens for the sole purpose of extending, renewing or
         replacing in whole or in part the indebtedness secured by any lien
         referred to in the foregoing clauses (1) through (3) or in this clause
         (4); provided, however, that the principal amount of indebtedness
         secured thereby shall not exceed the principal amount of indebtedness
         so secured at the time of such extension, renewal or replacement, and
         that such extension, renewal or replacement shall be limited to all or
         a part of the property which secured the lien so extended, renewed or
         replaced (plus improvements on such property).


                                       54
<PAGE>   63
         (b) The Company and/or any Subsidiary may create, assume or incur, or
suffer to be created, assumed or incurred, liens which would otherwise be
prohibited by Subsection (a) of this Section 1007, provided that the
indebtedness secured thereby, plus the aggregate value of the Sale and Leaseback
Transactions permitted by the provisions of Subsection (b) of Section 1008, does
not at the time exceed the greater of 10% of Consolidated Capitalization or 10%
of Consolidated Net Tangible Assets.

         (c) The term "Principal Facility" shall mean all real property located
within the United States and constituting part of any manufacturing plant or
distribution facility owned and operated by the Company or any Subsidiary,
together with such manufacturing plant or distribution facility, including all
plumbing, electrical, ventilating, heating, cooling, lighting and other utility
systems, ducts and pipes attached to or constituting a part thereof; provided,
however, that such term shall not include trade fixtures (unless such trade
fixtures are attached to the manufacturing plant or distribution facility in a
manner that does not permit removal therefrom without causing substantial damage
thereto), business machinery, equipment, motorized vehicles, tools, supplies and
materials, security systems, cameras, inventory and other personal property and
materials, and provided further, however, that such term shall not include any
particular manufacturing plant or distribution facility as of any particular
date unless the net book value thereof included in the most recent quarterly or
annual consolidated balance sheet of the Company and its consolidated
Subsidiaries exceeds 0.25% of Consolidated Capitalization.

         (d) The Certificate of a Firm of Independent Public Accountants shall
be conclusive evidence as to the amount, at the date specified in such
Certificate, of net book value of any particular manufacturing plant or
distribution facility, Consolidated Net Tangible Assets or Consolidated
Capitalization, as the case may be.

SECTION 1008.     Sale and Leaseback Transactions.

         (a) Neither the Company nor any Subsidiary will sell or transfer a
Principal Facility now owned or hereafter acquired with the intention of taking
back a lease of such property, except a lease for a temporary period of less
than 3 years, including renewals, with the intent that the use by the Company or
a Subsidiary will be discontinued on or before the expiration of such period
(any transaction subject to the provisions of this Section 1008 being herein
referred to as a "Sale and Leaseback Transaction") unless the Company shall
apply an amount equal to the value of the property so leased to the retirement
(other than any mandatory retirement), within 180 days of the effective date of
any such arrangement, of non-subordinated indebtedness for money borrowed by the
Company which had a stated maturity of more than one year from the date of its
creation.

         (b) The Company or a Subsidiary may enter into a Sale and Leaseback
Transaction which would otherwise be prohibited by Subsection (a) of this
Section 1008, provided that the value thereof plus the aggregate indebtedness
permitted to be secured under the provisions of Subsection (b) of Section 1007
does not at the time exceed the greater of 10% of Consolidated Capitalization or
10% of Consolidated Net Tangible Assets.

         (c) The term "value" shall, for the purpose of this Section 1008 and
Section 1007(b), mean, with respect to a Sale and Leaseback Transaction, as of
any particular time, the amount equal to the greater of (i) the net proceeds of
the sale of the property leased pursuant to such Sale and Leaseback Transaction
or (ii) the fair value of such property at the time of entering into such Sale
and Leaseback Transaction, as determined by the Board of Directors, in each such
case divided first by the number of full years of the term of the lease and then
multiplied by the number of full years of such term remaining at the time of
determination, without regard to any renewal or extension options contained in
the lease.

         (d) The Certificate of a Firm of Independent Public Accountants shall
be conclusive evidence as to the amount, at the date specified in such
Certificate, of the net book value of any particular manufacturing plant or
distribution facility, Consolidated Net Tangible Assets or Consolidated
Capitalization, as the case may be.

SECTION 1009.     Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004 to 1008, inclusive, if before
or after the time for such compliance the Holders of more than 50% in principal
amount of the Outstanding Securities of each series of Securities affected by
the omission shall, in each


                                       55
<PAGE>   64
case by Act of such Holders, either waive such compliance in such instance or
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 for the Securities of each series
with respect to any such covenant or condition shall remain in full force and
effect.

SECTION 1010.     Payment of Additional Amounts.

         If specified pursuant to Section 301, the provisions of this Section
1010 shall be applicable to Securities of any series.

         The Company will, subject to the exceptions and limitations set forth
below, pay to the Holder of any Security or coupon who is a United States Alien
such additional amounts as may be necessary so that every net payment on such
Security or coupon, after deduction or withholding by the Company or any of its
Paying Agents for or on account of any present or future tax, assessment or
other governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided in such Security or in such
coupon to be then due and payable. However, the Company will not make any
payment of additional amounts if the Holder is subject to taxation solely for
reasons other than its ownership of the Security or coupon, nor will the Company
make any payment of additional amounts for or on account of:

                  (a) any tax, assessment or other governmental charge that is
         imposed or withheld solely by reason of the existence of any present or
         former connection (other than the mere fact of being a Holder of a
         Security or coupon) between such Holder (or between a fiduciary,
         settlor, beneficiary or person holding a power over such Holder, if
         such Holder is an estate or trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or corporation) and the United
         States, including, without limitation, such Holder (or such fiduciary,
         settlor, beneficiary, person holding a power, member or shareholder)
         being or having been a citizen, resident of the United States or
         treated as a resident thereof;

                  (b) any tax, assessment or other governmental charge that is
         imposed or withheld solely by reason of the Holder (or a fiduciary,
         settlor, beneficiary or person holding a power over such Holder, if
         such Holder is an estate or trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or corporation) (i) being or
         having been present in, or engaged in a trade or business in, the
         United States, (ii) being treated as having been present in, or engaged
         in a trade or business in, the United States, or (iii) having or having
         had a permanent establishment in the United States;

                  (c) any tax, assessment or other governmental charge that is
         imposed or withheld solely by reason of the Holder (or a fiduciary,
         settlor, beneficiary or person holding a power over such Holder, if
         such Holder is an estate or trust, or a member or shareholder of such
         Holder, if such Holder is a partnership or corporation) being or having
         been with respect to the United States a personal holding company, a
         controlled foreign corporation, a foreign personal holding company, a
         passive foreign investment company, or a foreign private foundation or
         other foreign tax-exempt organization, or being a corporation that
         accumulates earnings to avoid United States federal income tax;

                  (d) any tax, assessment or other governmental charge imposed
         on a Holder that actually or constructively owns 10% or more of the
         total combined voting power of all classes of stock of the Company
         entitled to vote within the meaning of Section 871(h)(3) of the Code;

                  (e) any tax, assessment or other governmental charge which
         would not have been so imposed but for the presentation by the Holder
         for payment on a date more than 30 days after the date on which such
         payment became due and payable or the date on which payment thereof is
         duly provided for, whichever occurs later;


                                       56
<PAGE>   65
                  (f) any tax, assessment or other governmental charge that is
         payable by any method other than withholding or deduction by the
         Company or any Paying Agent from payments in respect of such Security
         or coupon;

                  (g) any gift, estate, inheritance, sales, transfer, personal
         property or excise tax or any similar tax, assessment or other
         governmental charge;

                  (h) any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment in respect of any
         Security or coupon if such payment can be made without such withholding
         by at least one other Paying Agent;

                  (i) any tax, assessment or other governmental charge that is
         imposed or withheld by reason of a change in law, regulation or
         administrative or judicial interpretation that becomes effective more
         than 15 days after the payment becomes due or is duly provided for,
         whichever occurs later;

                  (j) any tax, assessment or other governmental charge imposed
         as a result of the failure to comply with applicable certification,
         information, documentation or other reporting requirements concerning
         the nationality, residence, identity or connection with the United
         States of the Holder or beneficial owner of a Security or coupon, if
         such compliance is required by statute or by regulation of the United
         States, as a precondition to relief or exemption from such tax,
         assessment or other governmental charge;

                  (k) any tax, assessment or other governmental charge imposed
         with respect to payments on any Registered Security by reason of the
         failure of the Holder to fulfill the statement requirement of Sections
         871(h) or 881(c) of the Code; or

                  (l) any combination of items (a), (b), (c), (d), (e), (f),
         (g), (h), (i), (j) and (k).

In addition, the Company will not pay additional amounts to a beneficial owner
of a Security or coupon that is a fiduciary, partnership, limited liability
company or other fiscally transparent entity, or to a beneficial owner of a
Security or coupon that is not the sole beneficial owner of such Security or
coupon, as the case may be. This exception, however, will apply only to the
extent that a beneficiary or settlor with respect to the fiduciary, or a
beneficial owner or member of the partnership, limited liability company or
other fiscally transparent entity, would not have been entitled to the payment
of an additional amount had the beneficiary, settlor, beneficial owner or member
received directly its beneficial or distributive share of the payment.

         As used herein, the term "United States Alien" means a person that is
not a United States person. The term "United States person" means a citizen or
resident of the United States or a corporation or partnership created or
organized in or under the laws of the United States or any political subdivision
thereof, an estate the income of which is subject to United States federal
income taxation regardless of its source, a trust subject to the supervision of
a court within the United States and the control of the United States person as
described in Section 7701(a)(30) of the Code, or a trust that existed on August
20, 1996, and elected to continue its treatment as a domestic trust. "United
States" means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction (including the Commonwealth of Puerto Rico).

         Whenever in this Indenture there is mentioned, in any context, the
payment of principal of, and premium, if any, and interest, if any, on any
Security or payment with respect to any coupon of any series, such mention shall
be deemed to include mention of the payment of additional amounts provided for
in the terms of such Securities and this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 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.

         If the Securities of a series provide for the payment of additional
amounts as contemplated by Section 301(20), at least 10 days prior to the first
Interest Payment Date with respect to that series of Securities (or if the


                                       57
<PAGE>   66
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, premium, if any, and interest,
if any, 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
for that series of Securities and the Company's principal Paying Agent or Paying
Agents, if other than such Trustee, with an Officers' Certificate instructing
such Trustee and such Paying Agent or Paying Agents whether such payment of
principal of, and premium, if any, and interest, if any, on the Securities of
that series shall be made to Holders of Securities of that series or any related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge referred to above or described
in the Securities of that 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 or
coupons and the Company will pay to the Trustee for such series of Securities or
such Paying Agent such additional amounts as may be required pursuant to the
terms applicable to such series. The Company covenants to indemnify the Trustee
for such series of Securities and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
gross negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 1010.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of This Article.

         Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern.

SECTION 1102.     Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities of any series
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 particular series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee for the Securities of such series) notify such
Trustee by Company Request of such Redemption Date and of the principal amount
of Securities of that series to be redeemed and shall deliver to such Trustee
such documentation and records as shall enable such Trustee to select the
Securities to be redeemed pursuant to Section 1103. In the case of any
redemption of Securities of any series 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 for
Securities of such series 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 are to be redeemed, the Company may
select the series to be redeemed, and if less than all the Securities of any
series are to be redeemed, the particular Securities of that series to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee for the Securities of such series, from the Outstanding Securities
of that series not previously called for redemption, by such method as such
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 that series of a denomination larger than the minimum
authorized denomination for Securities of that series pursuant to Section 302 in
the currency or currency unit in which the Securities of such series are
denominated.

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


                                       58
<PAGE>   67
         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 Securities 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 later than the thirtieth day and not earlier than the sixtieth day prior
to the Redemption Date, to each Holder of Securities to be redeemed.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Securities of a particular
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the respective principal amounts) of the particular
         Securities to be redeemed, including the CUSIP number of such
         Securities,

                  (4) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security or portion thereof, and
         that interest thereon, if any (or in the case of OID Securities,
         original issue discount), shall cease to accrue on and after said date,

                  (5) the place or places where such Securities, together in the
         case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date are to be surrendered for
         payment of the Redemption Price,

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

                  (7) 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 or security or indemnity
         satisfactory to the Company, the Trustee for such series and any Paying
         Agent is furnished, and

                  (8) if Bearer Securities of any series are to be redeemed and
         any Registered Securities of such series are not to be redeemed, and if
         such Bearer Securities may be exchanged for Registered 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.

         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 for such Securities 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 for the Securities to be redeemed or with a Paying Agent for such
Securities (or, if the Company is acting as its own Paying Agent for such
Securities, segregate and hold in trust as provided in Section 1003) an amount
of money in the currency or currency unit in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such Series and except as provided in Sections 311(b) and 311(d))
sufficient to pay the principal of, and premium, if any, thereon), and (except
if the Redemption Date shall be an Interest Payment Date) any accrued interest
on, all the Securities which are to be redeemed on that date.


                                       59
<PAGE>   68
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 currency unit in which the
Securities of such series are payable (except as otherwise provided pursuant to
Section 301 for the Securities of such series and except as provided in Sections
311(b) and 311(d)) and from and after such date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall 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 such Security for redemption in accordance with said
notice together with all coupons, if any, appertaining thereto maturing after
the Redemption Date, such Security or specified portions thereof shall be paid
by the Company at the Redemption Price; 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 unless
otherwise specified as contemplated by Section 301, installments of interest on
Registered 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 coupons appertaining thereto 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 if there is
furnished to the Company, the Trustee for such Security and any Paying Agent
such security or indemnity as they may require to save the Company, such Trustee
and any Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to such 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 thereof and premium, if any,
thereon shall, until paid, bear interest from the Redemption Date at a rate per
annum equal to the rate borne by the Security (or, in the case of (i) OID
Securities, the Security's Yield to Maturity or (ii) Indexed Securities, the
rate determined in accordance with the specified terms of those Securities).

SECTION 1107.     Securities Redeemed in Part.

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

SECTION 1108.     Tax Redemption;  Special Tax Redemption.

         (a) Unless otherwise specified pursuant to Section 301, Securities of
any series may be redeemed at the option of the Company in whole, but not in
part, on not more than 60 days' and not less than 30 days' notice, on any
Redemption Date at the Redemption Price specified pursuant to Section 301, if
the Company determines that (A) as a result of any change in or amendment to the
laws (or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding application or
interpretation of such laws, regulations or rulings (including a holding by a
court of competent jurisdiction in the United States), which change or amendment
is announced or


                                       60
<PAGE>   69
becomes effective on or after a date specified in Section 301 with respect to
any Security of such series, the Company has or will become obligated to pay
additional amounts pursuant to Section 1010 with respect to any Security of such
series or (B) on or after a date specified in Section 301 with respect to any
Security of such series, any action has been taken by any taxing authority of,
or any decision has been rendered by a court of competent jurisdiction in, the
United States or any political subdivision or taxing authority thereof or
therein, including any of those actions specified in (A) above, whether or not
such action was taken or decision was rendered with respect to the Company, or
any change, amendment, application or interpretation shall be officially
proposed, which, in any such case, in the Opinion of Counsel to the Company will
result in a material probability that the Company will become obligated to pay
additional amounts with respect to any Security of such series, and (C) in any
such case specified in (A) or (B) above the Company, in its business judgment,
determines that such obligation cannot be avoided by the use of reasonable
measures available to the Company.

         (b) Unless otherwise specified pursuant to Section 301, if the Company
shall determine that any payment made outside the United States by the Company
or any of its Paying Agents of principal or interest due in respect of any
Bearer Security (an "Affected Security") of such series or any coupon
appertaining thereto would, under any present or future laws or regulations of
the United States, be subject to any certification, information or other
reporting requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental authority of the
nationality, residence or identity (as distinguished from, for example, status
as a United States Alien) of a beneficial owner of such Affected Security of
such series or coupon that is a United States Alien (other than such a
requirement that (i) would not be applicable to a payment made by the Company or
any one of its Paying Agents (A) directly to the beneficial owner or (B) to a
custodian, nominee or other agent of the beneficial owner, (ii) can be satisfied
by such custodian, nominee or other agent certifying to the effect that such
beneficial owner is a United States Alien; provided that, in each case referred
to in clause (i)(B) or (ii), payment by such custodian, nominee or other agent
to such beneficial owner is not otherwise subject to any such requirement (other
than a requirement which is imposed on a custodian, nominee or other agent
described in item (iv) of this sentence), (iii) would not be applicable to a
payment made by at least one other Paying Agent or (iv) is applicable to a
payment to a custodian, nominee or other agent of the beneficial owner of such
Security who is (A) a United States person (as hereinafter defined), (B) a
controlled foreign corporation for United States tax purposes, (C) a foreign
person 50% or more of the gross income of which for the three-year period ending
with the close of its taxable year preceding the year of payment is effectively
connected with a United States trade or business, (D) is a foreign partnership,
if at any time during its tax year, one or more of its partners are United
States persons who in the aggregate hold more than 50% of the income or capital
interest in the partnership or if, at any time during its tax year, it is
engaged in the conduct of a trade or business in the United States, (E) a U.S.
branch of a foreign bank or a foreign insurance company for United States tax
purposes or (F) is otherwise related to the United States), the Company shall
elect by notice to the Trustee for such series of Securities either (x) to
redeem the Affected Securities of such series, as a whole, at a redemption price
equal to the principal amount thereof, together with interest accrued to the
date fixed for redemption, or (y) if the conditions of the next succeeding
paragraph are satisfied, to pay the additional amounts specified in such
paragraph. The Company shall make such determination and election as soon as
practicable and give prompt notice thereof (the "Determination Notice") in the
manner described in Section 106 stating the effective date of such
certification, information or reporting requirement, whether the Company has
elected to redeem the Affected Securities of such series or to pay the
additional amounts specified in the next succeeding paragraph, and (if
applicable) the last date by which the redemption of the Affected Securities of
such series must take place, as provided in the next succeeding sentence. If the
Company elects to redeem the Affected Securities of such series, such redemption
shall take place on such date, not later than one year after the giving of the
Determination Notice, as the Company shall specify by notice to such Trustee
given not less than 45 nor more than 75 days before the Redemption Date. Notice
of such redemption of the Affected Securities of such series shall be given to
the Holders thereof not less than 30 days nor more than 60 days prior to the
Redemption Date. Notwithstanding the foregoing, the Company shall not so redeem
the Affected Securities of such series if the Company shall subsequently
determine by notice to the Trustee, not less than 30 days prior to the
Redemption Date, that subsequent payments on the Affected Securities of such
series would not be subject to any such certification, information or other
reporting requirement, in which case the Company shall give prompt notice of
such subsequent determination in the manner specified in Section 106 and any
earlier redemption notice shall be revoked and be of no further effect. The
right of the Holders of Affected Securities called for redemption to exchange
such Affected Securities for Registered Securities (which Registered Securities
will remain Outstanding following such redemption) will terminate on the
fifteenth day prior to the Redemption Date, and no further exchanges of Affected


                                       61
<PAGE>   70
Securities for Registered Securities shall be permitted unless the Company shall
have made the subsequent determination and given the notice referred to in the
preceding sentence.

         If and so long as the certification, information or other reporting
requirement referred to in the preceding paragraph would be fully satisfied by
payment of a withholding tax, backup withholding tax or similar charge, the
Company may elect by notice to the Trustee to pay such additional amounts as may
be necessary so that every net payment made outside the United States following
the effective date of such requirement by the Company or any of its Paying
Agents of principal, premium, if any, or interest, if any, due in respect of any
Affected Security of such series or any coupon appertaining thereto to a Holder
who certifies that the beneficial owner is a United States Alien (but without
any requirement that the nationality, residence or identity of such beneficial
owner be disclosed to the Company, any Paying Agent or any governmental
authority), after deduction or withholding for or on account of such withholding
tax, backup withholding tax or similar charge (other than a withholding tax,
backup withholding tax or similar charge that (i) is the result of a
certification, information or other reporting requirement described in the third
parenthetical clause of the first sentence of the preceding paragraph or (ii) is
imposed as a result of presentation of any such Affected Security or such coupon
for payment more than 10 days after the date on which such payment becomes due
and payable or on which payment thereof was duly provided for, whichever occurs
later), will not be less than the amount provided in such Affected Security or
such coupon to be then due and payable. In the event the Company elects to pay
such additional amounts, (the Company's election to exercise such right to be
evidenced by prompt notice to the Trustee for the Securities of the appropriate
series), the Company will have the right, at its sole option, at any time, to
redeem the Affected Securities of such series as a whole, but not in part, at
the Redemption Price, subject to the provisions of the last four sentences of
the immediately preceding paragraph. If the Company has made the determination
described in the preceding paragraph with respect to certification, information
or other reporting requirements applicable only to interest and subsequently
makes a determination in the manner and of the nature referred to in such
preceding paragraph with respect to such requirements applicable to principal,
the Company will redeem the Affected Securities of such series in the manner and
on the terms described in the preceding paragraph unless the Company elects to
have the provisions of this paragraph apply rather than the provisions of the
immediately preceding paragraph. If in such circumstances the Affected
Securities of such series are to be redeemed, the Company shall have no
obligation to pay additional amounts pursuant to this paragraph with respect to
principal, premium, if any, or interest accrued and unpaid after the date of the
notice of such determination indicating such redemption, but will be obligated
to pay such additional amounts with respect to interest accrued and unpaid to
the date of such determination. If the Company elects to pay additional amounts
pursuant to this paragraph and the condition specified in the first sentence of
this paragraph should no longer be satisfied, then the Company shall promptly
redeem the Affected Securities of such series in whole, but not in part, at the
Redemption Price subject to the provisions of the last four sentences of the
immediately preceding paragraph. If the Company elects to, or is required to,
redeem the Affected Securities of such series pursuant to this paragraph, it
shall publish in the manner and to the extent provided in Section 106 prompt
notice thereof. If the Affected Securities of such series are to be redeemed
pursuant to this paragraph, the redemption shall take place on such date, not
later than one year after publication of the notice of redemption, as the
Company shall specify by notice to the Trustee for such series of Securities at
least 60 days prior to the Redemption Date. Any redemption payments made by the
Company pursuant to this paragraph shall be subject to the continuing obligation
of the Company to pay additional amounts pursuant to this paragraph.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     Applicability of This Article.

         Redemption of Securities through operation of a sinking fund as
permitted or required by any form of Security issued pursuant to this Indenture
shall be made in accordance with such form of Security and this Article;
provided, however, that if any provision of any such form of Security shall
conflict with any provision of this Article, the provision of such form of
Security shall govern.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any particular series is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities of any particular series is
herein referred to as an "optional


                                       62
<PAGE>   71
sinking fund payment". If provided for by the terms of Securities of any
particular series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any particular series as provided for
by the terms of Securities of that series.

SECTION 1202.     Satisfaction of Sinking Fund Payments With Securities.

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

SECTION 1203.     Redemption of Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
particular series of Securities, the Company will deliver to the Trustee for the
Securities of such series 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 currency unit in which the Securities of that
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of that series and except as provided in Sections 311(b) and
311(d)) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 1202 and shall state
the basis for such credit and that such Securities have not previously been so
credited and will also deliver to such Trustee any Securities to be so
delivered. Such 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

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.     Purposes for Which Meetings May Be Called.

         If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from time
to time pursuant to this Article 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.

SECTION 1302.     Call, Notice and Place of Meetings.

         (a) The Trustee for any series of Securities that includes Bearer
Securities, may at any time call a meeting of the Holders of Securities of such
series for any purpose specified in Section 1301, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, or in London, as
such Trustee shall determine. Notice of every meeting of Holders of Securities
of such 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.

         (b) 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 such series shall have requested the Trustee for any such series to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by


                                       63
<PAGE>   72
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and such Trustee shall not have made the first publication
of the notice of such meeting within 30 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 in the
Borough of Manhattan, The City of New York, or in London, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

SECTION 1303. 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 for such series and its counsel and any representatives of the Company
and its counsel.

SECTION 1304. 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. In the absence of a quorum within 30
minutes of 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 chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), 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. Notice of the reconvening of an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.

         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 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.

SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

         (a) Notwithstanding any other provision of this Indenture, the Trustee
for any series of Securities that includes Bearer Securities may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
Securities of such 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 inspectors of votes, 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


                                       64
<PAGE>   73
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.

         (b) The Trustee for any series of Securities that includes Bearer
Securities 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 1302(b), 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.

         (c) 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 Securities of
such series held or represented by him as determined in accordance with Section
115; 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.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 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.

SECTION 1306.     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 triplicate 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 facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. 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 for such
series of Securities to be preserved by such 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.

                                      * * *

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


                                       65
<PAGE>   74
         IN WITNESS WHEREOF, the parties hereto have caused this Indenture,
dated as of ___________ _____, 2001, to be duly executed, all as of the first
day of ___________ _____, 2001.

                                        KRAFT FOODS INC.





                                        By:      __________________________


Attest:


__________________________


                                        THE CHASE MANHATTAN BANK,
                                          Trustee

                                        By:      __________________________


Attest:

__________________________


                                       66
<PAGE>   75
[(STATE OF NEW YORK)
(COUNTY OF NEW YORK) SS.:]

         On the ______ day of _________, 2001, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he resides at _______________; that he is a _______ of KRAFT FOODS INC.,
one of the corporations described in and which executed the above instrument;
and that he signed his name thereto by like authority.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.






                                       67
<PAGE>   76
[(STATE OF NEW YORK)
(COUNTY OF NEW YORK) SS.:]

         On the _____ day of _____ , 2001, before me personally came
___________, to me known, who, being by me duly sworn, did depose and say that
he resides at _________________; that he is a __________ of THE CHASE MANHATTAN
BANK, one of the corporations described in and which executed the above
instrument; and that he signed his name thereto by like authority.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.






                                       68
<PAGE>   77
                                                                       EXHIBIT A

                     [FORM OF CERTIFICATE TO BE DELIVERED TO
                          EUROCLEAR OR CLEARSTREAM BY A
                   BENEFICIAL OWNER OF SECURITIES, IN ORDER TO
                RECEIVE A DEFINITIVE BEARER SECURITY IN EXCHANGE
              FOR AN INTEREST IN A TEMPORARY GLOBAL SECURITY OR TO
               EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY
                 FOR AN INTEREST IN A PERMANENT GLOBAL SECURITY]

                                Kraft Foods Inc.

                   [Insert title or description of Securities]

         Reference is hereby made to the Indenture, dated as of ________ _____,
2001 (the "Indenture") between Kraft Foods Inc. (the "Company") and The Chase
Manhattan Bank, as Trustee. Terms used herein unless otherwise defined shall
have the meanings ascribed to them in the Indenture.

         This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $      principal amount of the above-captioned
Securities represented by a temporary Global Security (the "temporary Global
Security") held by you for our account is:

                           (i) beneficially owned by persons that are not United
                  States persons (as defined below);

                           (ii) owned by United States person(s) that are (a)
                  foreign branches of United States financial institutions (as
                  defined in United States Treasury Regulation Section
                  1.165-12(c)(1)(iv) ("financial institutions")) purchasing for
                  their own account or for resale, or (b) United States
                  person(s) who acquired the beneficial interest in the
                  temporary Global Security through foreign branches of United
                  States financial institutions and who hold the beneficial
                  interest in the temporary Global Security 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, for the benefit of the Company,
                  that it 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) owned by financial institution(s) for the
                  purpose of resale during the restricted period (as defined in
                  United States Treasury Regulation Section
                  1.163-5(c)(2)(i)(D)(7)) and, in addition, financial
                  institution(s) described in this clause (iii) (whether or not
                  also described in clause (i) or (ii)), further certify that
                  they have not acquired the beneficial interest in the
                  temporary Global Security for the purpose of resale directly
                  or indirectly to a United States person or to a person within
                  the United States.

         "United States person" means a citizen or resident of the United States
or a corporation or partnership created or organized under the laws of the
United States or any political subdivision thereof, an estate the income of
which is subject to United States federal income taxation regardless of its
source, a trust subject to the supervision of a court within the United States
and the control of a United States person as described in Section 7701(a)(30) of
the Code, or a trust that existed on August 20, 1996, and elected to continue
its treatment as a domestic trust. "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (including the
Commonwealth of Puerto Rico).

         [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to which
we are not able to provide a certificate in this form. We understand


<PAGE>   78

that exchange of such portion of the temporary Global Security for [definitive
Bearer Securities] [interests in a permanent Global Security] cannot be made
until we are able to provide a certificate in this form.]*

         We undertake to advise you promptly by tested telex, in writing or
electronically 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 if any applicable statement 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.

         We understand that this certificate is required in connection with
certain tax laws and regulations 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:



                                      [Name of Person Making Certification]


                                      By:












*      Delete if inappropriate.



                                      A-2
<PAGE>   79
                                                                       EXHIBIT B

               [FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE
           TRUSTEE BY EUROCLEAR OR CLEARSTREAM REGARDING THE EXCHANGE
           OF A TEMPORARY GLOBAL SECURITY FOR DEFINITIVE SECURITIES OR
                  FOR A PORTION OF A PERMANENT GLOBAL SECURITY]

                                Kraft Foods Inc.

                   [Insert title or description of Securities]

         Reference is hereby made to the Indenture, dated as of ________ ____,
2001 (the "Indenture") between Kraft Foods Inc. (the "Company") and The Chase
Manhattan Bank, as Trustee. Terms used herein unless otherwise defined shall
have the meanings ascribed to them in the Indenture.

         We refer to that portion of the temporary Global Security in respect of
the above-captioned Securities which is herewith submitted to be exchanged for
[definitive Bearer Securities] [interests in a permanent Global Security] (the
"Submitted Portion") as provided in the Prospectus Supplement dated [insert date
of Prospectus Supplement] in respect of such issue. This is to certify that (i)
we have received in writing or by tested telex or electronically (in accordance
with the requirements of United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with respect to the
entire Submitted Portion, substantially in the form of Exhibit A to the
Indenture, and (ii) the Submitted Portion includes no part of the temporary
Global Security excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date thereof.

         We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. 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.

Submitted Portion:


U.S. $



Dated:



                                    [Morgan Guaranty Trust Company of New York,
                                    Brussels office, as operator of the
                                    Euroclear System]*

                                    [Clearstream]*



                                    By:






*      Delete if inappropriate.


                                      B-1
<PAGE>   80
                                                                       EXHIBIT C

                     [FORM OF CERTIFICATE TO BE DELIVERED TO
                          EUROCLEAR OR CLEARSTREAM BY A
                   BENEFICIAL OWNER OF SECURITIES, IN ORDER TO
                 RECEIVE PAYMENT ON A TEMPORARY GLOBAL SECURITY]

                                Kraft Foods Inc.

                   [Insert title or description of Securities]

         Reference is hereby made to the Indenture, dated as of __________ ___,
2001 (the "Indenture") between Kraft Foods Inc. (the "Company") and The Chase
Manhattan Bank, as Trustee. Terms used herein unless otherwise defined shall
have the meanings ascribed to them in the Indenture.

         This is to certify that as of the date hereof [and except as provided
in the fourth paragraph hereof]*, $      principal amount of the above-captioned
Securities represented by a temporary Global Security (the "temporary Global
Security") held by you for our account is:

                           (i) beneficially owned by persons that are not United
                  States persons (as defined below);

                           (ii) owned by United States person(s) that are (a)
                  foreign branches of United States financial institutions (as
                  defined in United States Treasury Regulation Section
                  1.165-12(c)(1)(iv) ("financial institutions")) purchasing for
                  their own account or for resale, or (b) United States
                  person(s) who acquired the beneficial interest in the
                  temporary Global Security through foreign branches of United
                  States financial institutions and who hold the beneficial
                  interest in the temporary Global Security 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, for the benefit of the Company,
                  that it 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) owned by financial institution(s) for the
                  purpose of resale during the restricted period (as defined in
                  United States Treasury Regulation Section
                  1.163-5(c)(2)(i)(D)(7)) and, in addition, financial
                  institution(s) described in this clause (iii) (whether or not
                  also described in clause (i) or (ii)), further certify that
                  they have not acquired the beneficial interest in the
                  temporary Global Security for the purpose of resale directly
                  or indirectly to a United States person or to a person within
                  the United States.

         "United States person" means a citizen or resident of the United States
or a corporation or partnership created or organized under the laws of the
United States or any political subdivision thereof, an estate the income of
which is subject to United States federal income taxation regardless of its
source, a trust subject to the supervision of a court within the United States
and the control of a United States person as described in Section 7701(a)(30) of
the Code, or a trust that existed on August 20, 1996, and elected to continue
its treatment as a domestic trust. "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (including the
Commonwealth of Puerto Rico).

         [This certificate excepts and does not relate to $_________ principal
amount of the temporary Global Security held by you for our account as to which
we are not able to provide a certificate in this form. We understand that
payments, if any, due with respect to such portion of the temporary Global
Security cannot be made until we are


                                      C-1
<PAGE>   81

able to provide a certificate in this form.]*

         We undertake to advise you promptly by tested telex, in writing or
electronically 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 if any applicable statement 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.

         We understand that this certificate is required in connection with
certain tax laws and regulations 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:



                                    [Name of Person Making Certification]


                                    By:











*      Delete if inappropriate.


                                      C-2
<PAGE>   82
                                                                       EXHIBIT D

               [FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE
              TRUSTEE BY EUROCLEAR OR CLEARSTREAM REGARDING PAYMENT
                         ON A TEMPORARY GLOBAL SECURITY]

                                Kraft Foods Inc.

                   [Insert title or description of Securities]

         Reference is hereby made to the Indenture, dated as of __________ ____,
2001 (the "Indenture") between Kraft Foods Inc. (the "Company") and The Chase
Manhattan Bank, as Trustee. Terms used herein unless otherwise defined shall
have the meanings ascribed to them in the Indenture.

         We refer to that portion of the temporary Global Security in respect of
the above-captioned Securities for which we hereby request that you make payment
to us of the amounts payable on the relevant payment date (the "Submitted
Portion") as provided in the Prospectus Supplement dated [insert date of
Prospectus Supplement] in respect of such issue. This is to certify that (i) we
have received in writing or by tested telex or electronically (in accordance
with the requirements of United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(3)(ii)) a certificate or certificates with respect to the
entire Submitted Portion, substantially in the form of Exhibit C to the
Indenture, and (ii) the Submitted Portion includes no part of the temporary
Global Security excepted in such certificates.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date thereof.

         We understand that this certificate is required in connection with
certain tax laws and regulations in the United States of America. 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.

Submitted Portion:


U.S. $



Dated:

                                    [Morgan Guaranty Trust Company of New York,
                                    Brussels office, as operator of the
                                    Euroclear System]*

                                    [Clearstream]*




                                    By:


*      Delete if inappropriate.