<PAGE>   1
                                                                     EXHIBIT 4.4
                                                  FORM OF SUBORDINATED INDENTURE





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                                 SPX CORPORATION

                                       TO

                            THE CHASE MANHATTAN BANK,

                                     TRUSTEE

                                    Indenture

                           Dated as of

                           Providing for the Issuance

                                       of

                          Subordinated Debt Securities


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<PAGE>   2
                                 SPX CORPORATION
                 Reconciliation and tie between Trust Indenture
                Act of 1939 and Indenture, dated as of _________

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                 INDENTURE SECTION
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<S>                                                         <C>
Section 310(a)(1).........................................          607
         (a)(2)...........................................          607
         (b)..............................................          608
Section 311(a)............................................          604
         (b)..............................................          604
Section 312(c)............................................          701
Section 314(a) ...........................................          703
         (a)(4)...........................................         1005
         (c)(1)...........................................          102
         (c)(2)...........................................          102
         (e)..............................................          102
Section 315(a)............................................          602
         (b)..............................................          601
         (d)..............................................          602
         (e)..............................................          513
Section 316(a) (last sentence)............................  101 ("Outstanding")
         (a)(1)(A)........................................          512
         (a)(1)(B)........................................          513
         (b)..............................................          508
Section 317(a)(1).........................................          503
         (a)(2)...........................................          504
Section 318(a)............................................          111
         (c)..............................................          111
</TABLE>


----------
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>
<S>                                                                                                      <C>
       ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101    Definitions............................................................................    1
SECTION 102    Compliance Certificates and Opinions...................................................   10
SECTION 103    Form of Documents Delivered to Trustee.................................................   10
SECTION 104    Acts of Holders........................................................................   11
SECTION 105    Notices, Etc., to Trustee and Company..................................................   12
SECTION 106    Notice to Holders; Waiver..............................................................   13
SECTION 107    Effect of Headings and Table of Contents...............................................   14
SECTION 108    Successors and Assigns.................................................................   14
SECTION 109    Separability Clause....................................................................   14
SECTION 110    Benefits of Indenture..................................................................   14
SECTION 111    Governing Law..........................................................................   14
SECTION 112    Legal Holidays.........................................................................   14
SECTION 113    Conflict of Any Provision of Indenture with Trust Indenture Act........................   15
SECTION 114    No Recourse against Others.............................................................   15
SECTION 115    Waiver of Trial by Jury................................................................   15

                          ARTICLE TWO SECURITIES FORMS

SECTION 201    Forms of Securities....................................................................   15
SECTION 202    Form of Trustee's Certificate of Authentication........................................   16
SECTION 203    Securities Issuable in Global Form.....................................................   16
SECTION 204    Form of Legend for Book-Entry Securities...............................................   17

                          ARTICLE THREE THE SECURITIES

SECTION 301    Amount Unlimited; Issuable in Series...................................................   18
SECTION 302    Denominations..........................................................................   22
SECTION 303    Execution, Authentication, Delivery and Dating.........................................   22
SECTION 304    Temporary Securities...................................................................   24
SECTION 305    Registration, Registration of Transfer and Exchange,...................................   26
SECTION 306    Mutilated, Destroyed, Lost and Stolen Securities.......................................   29
SECTION 307    Payment of Interest; Interest Rights Preserved; Optional Interest Reset................   31
SECTION 308    Optional Extension of Maturity.........................................................   33
SECTION 309    Persons Deemed Owners..................................................................   34
SECTION 310    Cancellation...........................................................................   35
SECTION 311    Computation of Interest................................................................   35
SECTION 312    Currency and Manner of Payments in Respect of Securities...............................   36
SECTION 313    Appointment and Resignation of Successor Exchange Rate Agent...........................   39
SECTION 314    CUSIP Numbers..........................................................................   40
</TABLE>


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<TABLE>
<S>                                                                                                      <C>
                     ARTICLE FOUR SATISFACTION AND DISCHARGE

SECTION 401    Satisfaction and Discharge of Indenture................................................   40
SECTION 402    Application of Trust Funds.............................................................   41

                              ARTICLE FIVE REMEDIES

SECTION 501    Events of Default......................................................................   42
SECTION 502    Acceleration of Maturity; Rescission and Annulment.....................................   43
SECTION 503    Collection of Indebtedness and Suits for Enforcement by Trustee........................   44
SECTION 504    Trustee May File Proofs of Claim.......................................................   44
SECTION 505    Trustee May Enforce Claims Without Possession of Securities or Coupons.................   45
SECTION 506    Application of Money Collected.........................................................   45
SECTION 507    Limitation on Suits....................................................................   46
SECTION 508    Unconditional Right of Holders to Receive Principal, Premium and Interest and
               Additional Amounts, if Any.............................................................   46
SECTION 509    Restoration of Rights and Remedies.....................................................   47
SECTION 510    Rights and Remedies Cumulative.........................................................   47
SECTION 511    Delay or Omission Not Waiver...........................................................   47
SECTION 512    Control By Holders of Securities.......................................................   47
SECTION 513    Undertaking for Costs..................................................................   48
SECTION 514    Waiver of Past Defaults................................................................   48
SECTION 515    Waiver of Usury, Stay or Extension Laws................................................   48

                             ARTICLE SIX THE TRUSTEE

SECTION 601    Notice of Defaults.....................................................................   49
SECTION 602    Certain Rights of Trustee..............................................................   49
SECTION 603    Not Responsible For Recitals or Issuance of Securities.................................   51
SECTION 604    May Hold Securities....................................................................   52
SECTION 605    Money Held in Trust....................................................................   52
SECTION 606    Compensation and Reimbursement.........................................................   52
SECTION 607    Corporate Trustee Required; Eligibility................................................   53
SECTION 608    Resignation and Removal; Appointment of Successor......................................   53
SECTION 609    Acceptance of Appointment by Successor.................................................   54
SECTION 610    Merger, Conversion, Consolidation or Succession to Business............................   55
SECTION 611    Appointment of Authenticating Agent....................................................   56
SECTION 612    Conflicting Interests..................................................................   57
SECTION 613    Appointment of Co-Trustee..............................................................   58
SECTION 614    Trustee's Application for Instructions from the Company................................   59

         ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701    Disclosure of Names and Addresses of Holders...........................................   59
SECTION 702    Reports by Trustee.....................................................................   60
SECTION 703    Reports by Company.....................................................................   60
</TABLE>


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<TABLE>
<S>                                                                                                      <C>
SECTION 704    Calculation of Original Issue Discount.................................................   61

           ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801    Company May Consolidate, Etc., Only on Certain Terms...................................   61
SECTION 802    Successor Person Substituted...........................................................   62
SECTION 803    Officers' Certificate and Opinion of Counsel...........................................   62

                      ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901    Supplemental Indentures Without Consent of Holders.....................................   63
SECTION 902    Supplemental Indentures with Consent of Holders........................................   64
SECTION 903    Execution of Supplemental Indentures...................................................   66
SECTION 904    Effect of Supplemental Indentures......................................................   66
SECTION 905    Conformity with Trust Indenture Act....................................................   66
SECTION 906    Reference in Securities to Supplemental Indentures.....................................   66

                              ARTICLE TEN COVENANTS

SECTION 1001   Payment of Principal, Premium, if any, and Interest....................................   67
SECTION 1002   Maintenance of Office or Agency........................................................   67
SECTION 1003   Money For Securities Payments to be Held in Trust......................................   69
SECTION 1004   Additional Amounts.....................................................................   70
SECTION 1005   Statement as to Compliance.............................................................   70
SECTION 1006   Waiver of Certain Covenants............................................................   71

                     ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101   Applicability of Article...............................................................   71
SECTION 1102   Election to Redeem; Notice to Trustee..................................................   71
SECTION 1103   Selection by Trustee of Securities to be Redeemed......................................   71
SECTION 1104   Notice of Redemption...................................................................   72
SECTION 1105   Deposit of Redemption Price............................................................   73
SECTION 1106   Securities Payable on Redemption Date..................................................   73
SECTION 1107   Securities Redeemed in Part............................................................   74

                          ARTICLE TWELVE SINKING FUNDS

SECTION 1201   Applicability of Article...............................................................   75
SECTION 1202   Satisfaction of Sinking Fund Payments with Securities..................................   75
SECTION 1203   Redemption of Securities for Sinking Fund..............................................   75

               ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301   Applicability of Article...............................................................   76
SECTION 1302   Repayment of Securities................................................................   76
SECTION 1303   Exercise of Option.....................................................................   76
SECTION 1304   When Securities Presented for Repayment Become Due and Payable.........................   77
</TABLE>


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<TABLE>
<S>                                                                                                      <C>
SECTION 1305   Securities Repaid in Part..............................................................   78

               ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401   Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.   78
SECTION 1402   Defeasance and Discharge...............................................................   78
SECTION 1403   Covenant Defeasance....................................................................   79
SECTION 1404   Conditions to Defeasance or Covenant Defeasance........................................   80
SECTION 1405   Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
               Provisions.............................................................................   81
SECTION 1406   Reinstatement..........................................................................   82

                ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501   Purposes for Which Meetings May Be Called..............................................   83
SECTION 1502   Call, Notice and Place of Meetings.....................................................   83
SECTION 1503   Persons Entitled to Vote at Meetings...................................................   83
SECTION 1504   Quorum; Action.........................................................................   83
SECTION 1505   Determination of Voting Rights; Conduct and Adjournment of Meetings....................   84
SECTION 1506   Counting Votes and Recording Action of Meetings........................................   85

                   ARTICLE SIXTEEN SUBORDINATION OF SECURITIES

SECTION 1601   Agreement to Subordinate...............................................................   86
SECTION 1602   Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.   86
SECTION 1603   No Payment on Securities in Certain Circumstances......................................   88
SECTION 1604   Payments on Securities Permitted.......................................................   89
SECTION 1605   Authorization of Holders to Trustee to Effect Subordination............................   89
SECTION 1606   Notices to Trustee.....................................................................   89
SECTION 1607   Trustee as Holder of Senior Indebtedness...............................................   90
SECTION 1608   Modifications of Terms of Senior Indebtedness..........................................   90
SECTION 1609   Reliance on Judicial Order or Certificate of Liquidating Agent.........................   91
</TABLE>


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<PAGE>   7
                  INDENTURE, dated as of ________________, between SPX
CORPORATION, a Delaware corporation (hereinafter called the "Company"), having
its principal office at 700 Terrace Point Drive, Muskegon, Michigan 49440, and
THE CHASE MANHATTAN BANK, a New York banking corporation, as Trustee
(hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company deems it necessary to issue from time to
time for its lawful purposes subordinated debt securities (hereinafter called
the "Securities") evidencing its unsecured and unsubordinated indebtedness,
which may or may not be convertible into or exchangeable for any securities of
any Person (including the Company), 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 bear such rates of interest, to
mature at such times and to have such other provisions as shall be fixed as
hereinafter provided;

                  WHEREAS, this Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions;
and

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


                  SECTION 101. Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires or unless such
definition is changed or amended in a supplement or amendment to this Indenture:

                  (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, and the terms "cash transaction" and
         "self-liquidating paper", as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;


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<PAGE>   8
                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with accounting
         principles generally accepted in the United States; 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, Article
Five, Article Six and Article Eleven are defined in those Articles.

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

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

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

                  "Authenticating Agent" means any authenticating agent
appointed by the Trustee pursuant to Section 611.

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

                  "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 committee of that board duly authorized to act hereunder.

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


                                       2
<PAGE>   9
                  "Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

                  "Clearstream" means Clearstream Banking societe anonyme or its
successor.

                  "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 execution of this Indenture 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 Indenture until a successor corporation shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

                  "Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by any two Officers
and delivered to the Trustee.

                  "Conversion Date" has the meaning specified in Section 312(d).

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

                  "Corporate Trust Office" means the principal office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at 450 West 33rd
Street, New York, New York 10001, Attention: Institutional Trust Services or
such other address as the Trustee may designate from time to time by notice to
the Company or the principal corporate office of any successor Trustee (or such
other address as a successor Trustee may designate from time to time by notice
to the Company).

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

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

                  "Currency" means any currency or currencies, composite
currency or currency unit or currency units, including, without limitation, the
euro issued by the government of one or more countries or by any recognized
confederation or association of such governments.

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.


                                       3
<PAGE>   10
                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depository Participant" means, with respect to the Depositary
Trust Company (the "Depository") or its nominee, an institution that has an
account therewith.

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

                  "Election Date" has the meaning specified in Section 312(h).

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

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

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

                  "Exchange Rate Agent", with respect to Securities of or within
any series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York Clearing House bank designated pursuant to
Section 301 or Section 313.

                  "Exchange Rate Officer's Certificate" means a certificate
setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant Currency), payable with respect to a
Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation, signed by an Officer.

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

                  "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the Securities of a particular series are payable, for
the payment of which its full faith and credit is pledged or (ii) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository


                                       4
<PAGE>   11
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

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

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

                  "Indexed Security" means a Security as to which all or certain
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified in Section
301 hereof.

                  "Interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, shall
mean interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section 1004 or
otherwise, includes such Additional Amounts.

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

                  "Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking


                                       5
<PAGE>   12
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such Currency in question, or
such other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one market
for dealing in any Currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency shall be that upon
which a nonresident issuer of securities designated in such Currency would
purchase such Currency in order to make payments in respect of such securities.

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

                  "Officer" means the Chairman of the Board, the Vice Chairman,
the Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

                  "Officers' Certificate" means a certificate signed in the name
of the Company, by any two Officers, one of whom shall be the principal
financial officer, and delivered to the Trustee.

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

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

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

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

                  (B)      Securities, or portions thereof, for whose payment or
         redemption or repayment at the option of the Holder money in the
         necessary amount has been theretofore deposited with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its


                                       6
<PAGE>   13
         own Paying Agent) for the Holders of such Securities and any coupons
         appertaining thereto, provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of original issuance of the amount determined as provided in clause
(i) above or (iii) below, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee actually knows to be so owned shall be
so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

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


                                       7
<PAGE>   14
                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof or other similar entity.

                  "Place of Payment", when used with respect to the Securities
of or within any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on such Securities are payable as
specified and as contemplated by Sections 301 and 1002.

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

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

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

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

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

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

                  "Repayment Price" means, when used with respect to any
Security to be repaid at the option of the Holder, the price at which it is to
be repaid by or pursuant to this Indenture.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee
with direct responsibility for the administration of this Indenture or any other
officer to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

                  "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and, more particularly, means any Security or
Securities authenticated and delivered under this Indenture; provided, however,
that, if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and
shall more particularly mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.


                                       8
<PAGE>   15
                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Senior Indebtedness" means, the principal of, and premium, if
any, and unpaid interest on (i) indebtedness of the Company whether outstanding
on the date of this Indenture or thereafter created, incurred, assumed or
guaranteed, for money borrowed, including the Company's Liquid Yield Option(TM)
Notes due 2021, unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such indebtedness
is not senior or prior in right of payment to the subordinated debt securities,
including the indebtedness guaranteed by the Company, and (ii) renewals,
extensions, modifications and refunding of such indebtedness.

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

                  "Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security 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, as such date may be extended pursuant
to the provisions of Section 308.

                  "Subsidiary" of any Person means (1) a corporation, a majority
of the outstanding voting stock of which is, at the time, directly or
indirectly, owned by such Person by one or more Subsidiaries of such Person, or
by such Person and one or more Subsidiaries thereof or (2) any other Person
(other than a corporation), including, without limitation, a partnership or
joint venture, in which such Person, one or more Subsidiaries thereof or such
Person and one or more Subsidiaries thereof, directly or indirectly, at the date
of determination thereof, has at least majority ownership interest entitled to
vote in the election of directors, managers or Trustees thereof (or other Person
performing similar functions).

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

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

                  "United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. "United States Person"
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, an individual who is a citizen or resident of the United States, a
corporation,

-----------
(TM) Trademark of Merrill Lynch & Co., Inc.


                                       9
<PAGE>   16
partnership or other entity created or organized in or under the laws of the
United States or an estate or trust the income of which is subject to United
States federal income taxation regardless of its source.

                  "Valuation Date" has the meaning specified in Section 312(c).

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

                  SECTION 102 Compliance Certificates and Opinions.

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

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1005) shall include:

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

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

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

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

                  SECTION 103 Form of Documents Delivered to Trustee.

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


                                       10
<PAGE>   17
                  Any certificate or opinion of an Officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a
certificate or representations by counsel, unless such Officer knows, or in the
exercise of reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such Opinion of Counsel or certificate or
representations may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of the
Company stating that the information as to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
as to such matters are erroneous.

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

                  SECTION 104 Acts of Holders.

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

                  (b)      The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may be
proved in any manner which the Trustee deems sufficient.

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


                                       11
<PAGE>   18
                  (d)      The ownership of Bearer Securities may be proved by
the production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner that the Trustee deems
sufficient.

                  (e)      If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, in or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than 180 days after the record
date and that no such authorization, agreement or consent may be amended,
withdrawn or revoked once given by a Holder, unless the Company shall provide
for such amendment, withdrawal or revocation in conjunction with such
solicitation of authorizations, agreements or consents or unless and to the
extent required by applicable law.

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

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

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


                                       12
<PAGE>   19
furnished to, or filed with, (1) the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing and mailed to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Office, or at any other address previously
furnished in writing by the Trustee to the Holders or the Company or (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
given, furnished or filed with or to the Company addressed to it at the address
of its principal office specified in the first paragraph of this Indenture or at
any other address previously furnished in writing to the Trustee by the Company.

                  SECTION 106 Notice to Holders; Waiver.

                  Where this Indenture provides for notice of any event to
Holders of Registered Securities by the Company or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, or by email, to each such
Holder affected by such event, at his physical address or email address as such
address appears in the Security Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders 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 shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

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

                  Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given if published in (1) an Authorized Newspaper
in The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day, or (2) an electronic medium easily accessible
by the Holders as may be specified to such Holders, such publication to be not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. Any such notice shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication.

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


                                       13
<PAGE>   20
Securities or the sufficiency of any notice to Holders of Registered Securities
given as provided herein.

                  Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  SECTION 107 Effect of Headings and Table of Contents.

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

                  SECTION 108 Successors and Assigns.

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

                  SECTION 109 Separability Clause.

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

                  SECTION 110 Benefits of Indenture.

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

                  SECTION 111 Governing Law.

                  This Indenture and the Securities and coupons shall be
governed by and construed in accordance with the law of the State of New York
without regard to principles of conflicts of laws. This Indenture is subject to
the provisions of the Trust Indenture Act that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

                  SECTION 112 Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, Stated Maturity or Maturity of any
Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or any Security or coupon
other than a provision in the Securities of any series which specifically states


                                       14
<PAGE>   21
that such provision shall apply in lieu of this Section), payment of principal
(or premium, if any) or interest, if any, need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, Repayment Date or sinking fund payment date, or
at the Stated Maturity or Maturity; provided that no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

                  SECTION 113 Conflict of Any Provision of Indenture with Trust
Indenture Act.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA Sections 310 to
318, inclusive, or conflicts with any provision (an "incorporated provision")
required by or deemed to be included in this Indenture by operation of such TIA
Sections or any section of the TIA, such imposed duties or incorporated
provisions shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

                  SECTION 114 No Recourse against Others.

                  A director, officer, employee, agent, representative,
stockholder or equity holder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting any of the Securities
waives and releases all such liability. The waiver and release shall be part of
the consideration for the issue of the Securities.

                  SECTION 115 Waiver of Trial by Jury.

                  The Company, Trustee, and Holders hereby irrevocably and
unconditionally waive the right to trial by jury in connection with any claim
arising out of or relating to the Securities and under this Indenture.

                                  ARTICLE TWO

                                SECURITIES FORMS


                  SECTION 201 Forms of Securities.

                  The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons shall be in
substantially the forms as shall be established in one or more indentures
supplemental hereto or approved from time to time by or pursuant to a Board
Resolution in accordance with Section 301, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto, and may have
such letters, numbers or other marks of


                                       15
<PAGE>   22
identification or designation and such legends or endorsements placed thereon as
the Company may deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule
or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage. If the
forms of Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

                  The Trustee's certificate of authentication on all Securities
shall be insubstantially the form set forth in this Article.

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

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

                  SECTION 202 Form of Trustee's Certificate of Authentication.

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

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

                  THE CHASE MANHATTAN BANK,
                  as Trustee


                  By:___________________________
                     Authorized Officer


                  SECTION 203 Securities Issuable in Global Form.

                  If Securities of or within a series are issuable in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(8) of Section 301 and the provisions of Section 302, any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities of such series from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities of such series represented
thereby may from time to time be increased or decreased to reflect exchanges.
Any endorsement of 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 in such manner and upon instructions given
by


                                       16
<PAGE>   23
such Person or Persons as shall be specified therein or in the Company Order to
be delivered to the Trustee pursuant to Section 303 or 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

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

                  Notwithstanding the provisions of Section 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest, if any, on any Security in permanent global form
shall be made to the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

                  SECTION 204 Form of Legend for Book-Entry Securities.

                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a restricted Security) in substantially the following form:

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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS
         AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR


                                       17
<PAGE>   24
         PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
         REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR
         OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.


                                 ARTICLE THREE

                                 THE SECURITIES


                  SECTION 301 Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
shall be subordinated in right of payment to Senior Indebtedness as provided in
Article Sixteen.

                  The Securities shall rank equally and pari passu and may be
issued in one or more series. Each series of Securities may be reopened and more
Securities of such series issued unless otherwise specified in an indenture
supplement. There shall be established in one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

                  (2)      any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906, 1107 or 1305) and if such series
may not be reopened for additional Securities of that series; in the event that
such series of Securities may be reopened from time to time for issuances of
additional Securities of such series, the terms thereof may indicate whether
the Company may establish additional or different terms with respect to such
additional Securities;

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

                  (4)      the rate or rates at which the Securities of the
series shall bear interest, if any, or the method by which such rate or rates
shall be determined, the date or dates from which such interest shall accrue or
the method by which such date or dates shall be determined, the


                                       18
<PAGE>   25
Interest Payment Dates on which such interest will be payable and the Regular
Record Date, if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date or dates shall be
determined, and the basis upon which such interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;

                  (5)      the place or places, if any, other than or in
addition to the Borough of Manhattan, The City of New York, where the principal
of (and premium, if any) and interest, if any, on Securities of the series shall
be payable, where any Registered Securities of the series may be surrendered for
registration of transfer and exchange, where Securities of the series may be
surrendered for exchange, where Securities of that series that are convertible
or exchangeable may be surrendered for conversion or exchange, as applicable,
and where notices or demands to or upon the Company in respect of the Securities
of the series and this Indenture may be served;

                  (6)      the period or periods within which or the date or
dates on which, the price or prices at which, the Currency or Currencies in
which, and other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, if the Company is
to have the option;

                  (7)      the obligation, if any, of the Company to redeem,
repay or purchase Securities of the series pursuant to any sinking fund or
analogous provision or at the option of a Holder thereof, and the period or
periods within which or the date or dates on which, the price or prices at
which, the Currency or Currencies in which, and other terms and conditions upon
which Securities of the series shall be redeemed, repaid or purchased, in whole
or in part, pursuant to such obligation;

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

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

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

                  (11)     if other than Dollars, the Currency or Currencies in
which payment of the principal of (or premium, if any) or interest, if any, on
the Securities of the series shall be made or in which the Securities of the
series shall be denominated and the particular provisions applicable thereto in
accordance with, in addition to or in lieu of any of the provisions of Section
312;

                  (12)     whether the amount of payments of principal of (or
premium, if any) or interest, if any, on the Securities of the series may be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on


                                       19
<PAGE>   26
one or more Currencies, commodities, equity indices or other indices), and the
manner in which such amounts shall be determined;

                  (13)     whether the principal of (or premium, if any) or
interest, if any, on the Securities of the series are to be payable, at the
election of the Company or a Holder thereof, in one or more Currencies other
than that in which such Securities are denominated or stated to be payable, 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 Currencies in which such
Securities are denominated or stated to be payable and the Currency or
Currencies in which such Securities are to be paid, in each case in accordance
with, in addition to or in lieu of any of the provisions of Section 312;

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

                  (15)     any deletions from, modifications of or additions to
the Events of Default or covenants or other provisions (including any deletions
from, modifications of or additions to any of the provisions of Section 1007) of
the Company with respect to Securities of the series, whether or not such Events
of Default or covenants or other provisions are consistent with the Events of
Default or covenants or other provisions set forth herein;

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

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

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


                                       20
<PAGE>   27
                  (19)     the applicability, if any, of Sections 1402 and 1403
to the Securities of the series (and, in the case of Section 1403, if
applicable, any additional covenants subject to covenant defeasance) and any
provisions in modification of, in addition to or in lieu of any of the
provisions of Article Fourteen;

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

                  (21)     whether, under what circumstances and the Currency in
which, the Company will pay Additional Amounts as contemplated by Section 1005
on the Securities of the series to any Holder who is not a United States person
(including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);

                  (22)     the designation of the initial Exchange Rate Agent,
if any;

                  (23)     if the Securities of the series are to be convertible
into or exchangeable for any securities or property of any Person (including the
Company), the terms and conditions upon which such Securities of the series will
be so convertible or exchangeable (including, without limitation, the initial
conversion price or rate, the conversion period, the conversion agent, if any,
adjustments of the applicable conversion price or rate and any requirements with
respect to the reservation of shares or Securities for purposes of conversion);

                  (24)     whether payment of any amounts due hereunder will be
guaranteed by one or more guarantors, including subsidiaries of the Company; and

                  (25)     any other terms of the series (which terms shall not
be inconsistent with the requirements of the Trust Indenture Act).

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

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


                                       21
<PAGE>   28
                  SECTION 302 Denominations.

                  The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provision with respect to Securities of any series, the
principal, premium and interest and Additional Amounts with respect to the
Securities shall be payable in Dollars. With respect to Securities of any series
denominated in Dollars, in the absence of any such provisions with respect to
the Securities of any series, the Registered Securities of such series, other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and the Bearer Securities of such series, other than Bearer
Securities issued in global form (which may be of any denomination), shall be
issuable in a denominations of $5,000 or any integral multiple thereof.

                  SECTION 303 Execution, Authentication, Delivery and Dating.

                  The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by any Officer. The signature of any Officers
on the Securities and coupons may be manual or facsimile signatures of the
present or any future Officer and may be imprinted or otherwise reproduced on
the Securities.

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

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


                                       22
<PAGE>   29
coupons for interest then matured have been detached and cancelled. If all the
Securities of any series are not to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate, maturity date, date of issuance and date
from which interest shall accrue. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to TIA
Sections 315(a) through 315(d)) shall be fully protected in relying upon,

                  (A)      an Opinion of Counsel stating,

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

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

                           (c)      that such Securities, together with any
                  coupons appertaining thereto, when completed by appropriate
                  insertions and executed and delivered by the Company to the
                  Trustee for authentication in accordance with this Indenture,
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and issued by the Company in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute legal, valid and binding obligations
                  of the Company, enforceable in accordance with their terms,
                  subject to applicable bankruptcy, insolvency, reorganization
                  and other similar laws of general applicability relating to or
                  affecting the enforcement of creditors' rights, to general
                  equitable principles and to such other qualifications as such
                  counsel shall conclude do not materially affect the rights of
                  Holders of such Securities and any coupons;

                  (B)      an Officers' Certificate stating, to the best of the
         knowledge of the signers of such certificate, that no Event of Default
         with respect to any of the Securities shall have occurred and be
         continuing; and

                  (C)      an executed supplemental indenture (if any).

                  Notwithstanding the provisions of Section 301 and of this
Section 303, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series. If such form or terms have been so established, the Trustee shall
not be required to authenticate and deliver any such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties, obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not


                                       23
<PAGE>   30
reasonably acceptable to the Trustee. Notwithstanding the generality of the
foregoing, the Trustee will not be required to authenticate Securities
denominated in a Foreign Currency if the Trustee reasonably believes that it
would be unable to perform its duties with respect to such Securities. Each
Registered Security shall be dated the date of its authentication and each
Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee or an Authenticating Agent by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.

                  Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 310 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  SECTION 304 Temporary Securities.

                  (a)      Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the Officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities. In the case of Securities of any series, such temporary Securities
may be in global form.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security shall be
delivered in exchange for a temporary Registered Security; and provided further
that a definitive Bearer Security shall be delivered in


                                       24
<PAGE>   31
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 303. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

                  (b)      Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series are
issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

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

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


                                       25
<PAGE>   32
charge to the beneficial owners of such temporary global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes 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 shall be delivered only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

                  SECTION 305 Registration, Registration of Transfer and
Exchange,

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


                                       26
<PAGE>   33
provided. In the event that the Trustee shall cease to be Security Registrar, it
shall have the right to examine the Security Register at all reasonable times.

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

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities. If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (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, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be


                                       27
<PAGE>   34
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

                  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, except as otherwise specified as contemplated by
Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
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 specified 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 no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and provided further that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States. If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be 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.


                                       28
<PAGE>   35
                  Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

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

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 or
1203 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as 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 in whole or in part, except, in the case of any Registered Security
to be redeemed in part, the portion thereof not to be redeemed, or (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 that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

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

                  SECTION 306 Mutilated, Destroyed, Lost and Stolen Securities.

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


                                       29
<PAGE>   36
                  If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon, and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security or coupon has
been acquired by a protected purchaser (as defined in Article 8 of the Uniform
Commercial Code), the Company shall execute and upon receipt of a Company Order
indicating its request and according to its directions the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.

                  Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
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 the fees and expenses of the Trustee) connected therewith.

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

                  The provisions of this Section 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.


                                       30
<PAGE>   37
            SECTION 307   Payment of Interest; Interest Rights Preserved;
Optional Interest Reset.

            (a)   Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest, if any,
on any Registered Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest, if any, on any Registered
Security may at the Company's option be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 309, to the address of such Person as it appears on the
Security Register or (ii) transfer to an account maintained by the payee located
inside the United States.

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

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

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

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

            (1)   The Company may elect to make payment of any Defaulted
      Interest to the Persons in whose names the Registered Securities of such
      series (or their respective Predecessor Securities) are registered at the
      close of business on a Special Record Date


                                       31
<PAGE>   38
      for the payment of such Defaulted Interest, which shall be fixed in the
      following manner. The Company shall notify the Trustee in writing of the
      amount of Defaulted Interest proposed to be paid on each Registered
      Security of such series and the date of the proposed payment (which shall
      not be less than 20 days after such notice is received by the Trustee),
      and at the same time the Company shall deposit with the Trustee an amount
      of money in the Currency 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, if applicable, as provided in
      Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed
      to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit on or prior to
      the date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed,
      first-class postage prepaid, to each Holder of Registered Securities of
      such series at his address as it appears in the Security Register not less
      than 10 days prior to such Special Record Date.Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date therefor
      having been mailed as aforesaid, such Defaulted Interest shall be paid to
      the Persons in whose names the Registered Securities of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following clause (2). In case a Bearer Security of any
      series is surrendered at the office or agency in a Place of Payment for
      such series in exchange for a Registered Security of such series after the
      close of business at such office or agency on any Special Record Date and
      before the opening of business at such office or agency on the related
      proposed date for payment of Defaulted Interest, such Bearer Security
      shall be surrendered without the coupon relating to such proposed date of
      payment and Defaulted Interest will not be payable on such proposed date
      of payment in respect of the Registered Security issued in exchange for
      such Bearer Security, but will be payable only to the Holder of such
      coupon when due in accordance with the provisions of this Indenture.

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

            (b)   The provisions of this Section 307(b) may be made applicable
to any series of Securities pursuant to Section 301 (with such modifications,
additions or substitutions as may be specified pursuant to such Section 301).
The interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) on any Security of such series may be reset by the
Company on the date or dates specified on the face of such Security (each an


                                       32
<PAGE>   39
"Optional Reset Date"). The Company may exercise such option with respect to
such Security by notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to an Optional Reset Date for such Security. Not later than
40 days prior to each Optional Reset Date, the Trustee shall transmit, in the
manner provided for in Section 106, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or such new
spread or spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity of such Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period.

            Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish a higher interest
rate (or a spread or spread multiplier providing for a higher interest rate, if
applicable), for the Subsequent Interest Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such spread or spread multiplier providing for a higher
interest rate, if applicable) to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
is reset on an Optional Reset Date, and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have validly
revoked any such tender) pursuant to the next succeeding paragraph, will bear
such higher interest rate (or such spread or spread multiplier providing for a
higher interest rate, if applicable).

            The Holder of any such Security may have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

            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   Optional Extension of Maturity.

            The provisions of this Section 308 may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The Stated
Maturity of any Security of such series may


                                       33
<PAGE>   40
be extended at the option of the Company for the period or periods specified on
the face of such Security (each an "Extension Period") up to but not beyond the
date (the "Final Maturity") set forth on the face of such Security. The Company
may exercise such option with respect to any Security by notifying the Trustee
of such exercise at least 45 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option (the
"Original Stated Maturity"). If the Company exercises such option, the Trustee
shall transmit, in the manner provided for in Section 106, to the Holder of such
Security not later than 40 days prior to the Original Stated Maturity a notice
(the "Extension Notice") indicating (i) the election of the Company to extend
the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate (or
spread, spread multiplier or other formula used to calculate such interest rate,
if applicable), if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

            Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate (or spread, spread multiplier or other formula used to
calculate such interest rate, if applicable) provided for in the Extension
Notice and establish a higher interest rate (or spread, spread multiplier or
other formula used to calculate such higher interest rate, if applicable) for
the Extension Period by causing the Trustee to transmit, in the manner provided
for in Section 106, notice of such higher interest rate (or spread, spread
multiplier or other formula used to calculate such interest rate, if applicable)
to the Holder of such Security. Such notice shall be irrevocable. All Securities
with respect to which the Stated Maturity is extended will bear such higher
interest rate.

            If the Company extends the Stated Maturity of any Security, the
Holder will have the option to elect repayment of such Security by the Company
on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

            SECTION 309   Persons Deemed Owners.

            Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307)
interest, if any, on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


                                       34
<PAGE>   41
            Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company or
the Trustee may treat the bearer of any Bearer Security and the bearer of any
coupon as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

            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 Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

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

            SECTION 310   Cancellation.

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

            SECTION 311   Computation of Interest.

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


                                       35
<PAGE>   42
            SECTION 312   Currency and Manner of Payments in Respect of
Securities.

            (a)   Unless otherwise specified with respect to any Securities
pursuant to Section 301, with respect to Registered Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, and with
respect to Bearer Securities of any series, except as provided in paragraph (d)
below, payment of the principal of (and premium, if any) and interest, if any,
on any Registered or Bearer Security of such series will be made in the Currency
in which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

            (b)   It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, 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 any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but 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 no such change of
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
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

            (c)   Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying the amounts in such Currency so payable in
respect of the Registered Securities as to which the Holders of Registered
Securities denominated in any Currency shall have elected to be paid in another
Currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 301 and if at
least one Holder has made such


                                       36
<PAGE>   43
election, then, unless otherwise specified pursuant to Section 301, on the
second Business Day preceding such payment date the Company will deliver to the
Trustee for such series of Registered Securities an Exchange Rate Officer's
Certificate in respect of the Dollar or Foreign Currency or Currencies payments
to be made on such payment date. Unless otherwise specified pursuant to Section
301, the Dollar or Foreign Currency or Currencies amount receivable by Holders
of Registered Securities who have elected payment in a Currency as provided in
paragraph (b) above shall be determined by the Company on the basis of the
applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

            (d)   If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then with
respect to each date for the payment of principal of (and premium, if any) and
interest, if any, on the applicable Securities denominated or payable in such
Foreign Currency occurring after the last date on which such Foreign Currency
was used (the "Conversion Date"), the Dollar shall be the Currency of payment
for use on each such payment date. Unless otherwise specified pursuant to
Section 301, the Dollar amount to be paid by the Company to the Trustee of each
such series of Securities and by such Trustee or any Paying Agent to the Holders
of such Securities with respect to such payment date shall be, in the case of a
Foreign Currency other than a currency unit, the Dollar Equivalent of the
Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

            (e)   Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

            (f)   The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

            (g)   The "Dollar Equivalent of the Currency Unit" shall be
determined by the Exchange Rate Agent and subject to the provisions of paragraph
(h) below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

            (h)   For purposes of this Section 312, the following terms shall
have the following meanings:


                                       37
<PAGE>   44
            A "Component Currency" shall mean any Currency which, on the
      Conversion Date, was a component currency of the relevant currency unit,
      including, but not limited to, the euro.

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant currency unit, including, but not limited to,
      the euro, on the Conversion Date. If after the Conversion Date the
      official unit of any Component Currency is altered by way of combination
      or subdivision, the Specified Amount of such Component Currency shall be
      divided or multiplied in the same proportion. If after the Conversion Date
      two or more Component Currencies are consolidated into a single currency,
      the respective Specified Amounts of such Component Currencies shall be
      replaced by an amount in such single Currency equal to the sum of the
      respective Specified Amounts of such consolidated Component Currencies
      expressed in such single Currency, and such amount shall thereafter be a
      Specified Amount and such single Currency shall thereafter be a Component
      Currency. If after the Conversion Date any Component Currency shall be
      divided into two or more currencies, the Specified Amount of such
      Component Currency shall be replaced by amounts of such two or more
      currencies, having an aggregate Dollar Equivalent value at the Market
      Exchange Rate on the date of such replacement equal to the Dollar
      Equivalent of the Specified Amount of such former Component Currency at
      the Market Exchange Rate immediately before such division, and such
      amounts shall thereafter be Specified Amounts and such currencies shall
      thereafter be Component Currencies. If, after the Conversion Date of the
      relevant currency unit, including, but not limited to, the euro, a
      Conversion Event (other than any event referred to above in this
      definition of "Specified Amount") occurs with respect to any Component
      Currency of such currency unit and is continuing on the applicable
      Valuation Date, the Specified Amount of such Component Currency shall, for
      purposes of calculating the Dollar Equivalent of the Currency Unit, be
      converted into Dollars at the Market Exchange Rate in effect on the
      Conversion Date of such Component Currency.

            "Election Date" shall mean the Regular Record Date for the
      applicable series of Registered Securities or at least 16 days prior to
      Maturity, as the case may be, or such other prior date for any series of
      Registered Securities as specified pursuant to clause (13) of Section 301
      by which the written election referred to in Section 312(b) may be made.

            All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company, the Trustee for the appropriate series of Securities
and all Holders of such Securities denominated or payable in the relevant
Currency. The Exchange Rate Agent shall promptly give written notice to the
Company and the Trustee for the appropriate series of Securities of any such
decision or determination.

            In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate


                                       38
<PAGE>   45
Agent (and such Trustee will promptly thereafter give notice in the manner
provided in Section 106 to the affected Holders) specifying the Conversion Date.
In the event the Company so determines that a Conversion Event has occurred with
respect to the euro or any other currency unit in which Securities are
denominated or payable, the Company will immediately give written notice thereof
to the Trustee of the appropriate series of Securities and to the Exchange Rate
Agent (and such Trustee will promptly thereafter give notice in the manner
provided in Section 106 to the affected Holders) specifying the Conversion Date
and the Specified Amount of each Component Currency on the Conversion Date. In
the event the Company determines in good faith that any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above has
occurred, the Company will similarly give written notice to the Trustee of the
appropriate series of Securities and to the Exchange Rate Agent.

            The Trustee of the appropriate series of Securities shall be fully
justified and protected in conclusively relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent.

            SECTION 313   Appointment and Resignation of Successor Exchange Rate
Agent.

            (a)   Unless otherwise specified pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a Foreign Currency
or (ii) may be payable in a Foreign Currency, or so long as it is required under
any other provision of this Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent. The Company will cause the Exchange Rate 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, if applicable, for the purpose of converting the issued
Foreign Currency into the applicable payment Currency for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 312.

            (b)   No resignation of the Exchange Rate Agent and no appointment
of a successor Exchange Rate Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Exchange Rate
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 Exchange Rate Agent.

            (c)   If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same Currency).


                                       39
<PAGE>   46
            SECTION 314   CUSIP Numbers.

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


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


            SECTION 401   Satisfaction and Discharge of Indenture.

            Unless otherwise specified pursuant to Section 301, this Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1005), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

            (1)   either

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

                  (B)   all Securities of such series and, in the case of (i) or
            (ii) below, any coupons appertaining thereto not theretofore
            delivered to the Trustee for cancellation (A) have become due and
            payable, or (B) will become due and payable at their Stated Maturity
            within one year, or (C) if redeemable at the


                                       40
<PAGE>   47
            option of the Company, are to be called for redemption within one
            year under arrangements satisfactory to the Trustee for the giving
            of notice of redemption by the Trustee in the name, and at the
            expense, of the Company, and the Company, in the case of (i), (ii)
            or (iii) above, has irrevocably deposited or caused to be deposited
            with the Trustee as trust funds in trust for such purpose an amount
            in the Currency in which the Securities of such series are payable,
            sufficient to pay and discharge the entire indebtedness on such
            Securities and such coupons not theretofore delivered to the Trustee
            for cancellation, including the principal (and premium, if any) and
            interest, if any, to the date of such deposit (in the case of
            Securities which have become due and payable) or to the Stated
            Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 and the obligations of
the Company and the Trustee with respect to Securities of such series under
Sections 305, 306, 1002 and 1005, with respect to the payment of Additional
Amounts, if any, with respect to any rights of Holders to require the Company to
repay such Securities as contemplated by Section 1301 and with respect to any
rights of Holders to convert or exchange such Securities into other Securities,
shall survive. These obligations shall continue to be governed and construed in
accordance with Section 111.

            SECTION 402   Application of Trust Funds.

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


                                       41
<PAGE>   48
                                  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 as such
events may be otherwise amended in accordance with Section 301 (whatever the
reason for such Event of Default and whether or not it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

            (2)   default in the payment of the principal of (or premium, if
      any, on) any Security of that series when it becomes due and payable at
      its Maturity; or

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

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

            (5)   the Company pursuant to or within the meaning of any
      Bankruptcy Law: (A) commences a voluntary case or proceedings, (B)
      consents to the entry of an order for relief against it in an involuntary
      case or proceedings, (C) consents to the appointment of a Custodian of it
      or for all or substantially all of its property, (D) makes a general
      assignment for the benefit of its creditors, (E) files a petition in
      bankruptcy or answer or consent seeking reorganization or relief, or (F)
      consents to the filing of such petition or the appointment of or taking
      possession by a Custodian; or

            (6)   a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that: (A) is for relief against the Company in an
      involuntary case, or adjudicates the Company insolvent or bankrupt, (B)
      appoints a Custodian of the Company or for all or substantially all of its
      property, or (C) orders the winding-up or


                                       42
<PAGE>   49
      liquidation of the Company, and the order or decree remains unstayed and
      in effect for 60 days; or

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

            The term "Bankruptcy Law" means title 11, U.S. Code or any similar
foreign, Federal or State law for the relief of debtors. The term "Custodian"
means any custodian, receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

            SECTION 502   Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6) with respect to the Company) with respect to Securities
of any series at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the principal
amount and premium if any (or, if any Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal as may be
specified in the terms thereof) and accrued interest of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof and interest shall
become immediately due and payable. If an Event of Default specified in Section
501(5) or 501(6) with respect to the Company occurs, the amounts described above
with respect to the Outstanding Securities of all series shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder. Upon payment of such principal and interest,
all of the Company's obligations under the Securities of such Series and this
Indenture, other than obligations under Section 606, shall terminate.

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

            (1)   the Company has paid or deposited with the Trustee a sum
      sufficient in cash to pay all principal (and premium, if any), interest
      and Additional Amounts which have become due other than by such
      declaration of acceleration, interest or any such overdue amounts, and
      amounts owing to the Trustee;

            (2)   all Events of Default with respect to Securities of that
      series, other than the nonpayment of the principal of (or premium, if any)
      or interest on Securities of that series which have become due solely by
      such declaration of acceleration, have been cured or waived as provided in
      Section 514; and

            (3)   such rescission would not conflict with any judgment or decree
      of a court of competent jurisdiction.


                                       43
<PAGE>   50
            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 installment of interest
      or Additional Amounts on any Security of any series and any related coupon
      when such interest or Additional Amounts becomes due and payable and such
      default continues for a period of 30 days, or

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

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

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

            SECTION 504   Trustee May File Proofs of Claim.

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


                                       44
<PAGE>   51
payment of any overdue principal, premium or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

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

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

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

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

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

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

            SECTION 506   Application of Money Collected.

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


                                       45
<PAGE>   52
            FIRST:      To the payment of all amounts due the Trustee and any
      predecessor Trustee under Section 606;

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

            THIRD:      To the payment of the remainder, if any, to the Company
      or any other Person or Persons entitled thereto.

            SECTION 507   Limitation on Suits.

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

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

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

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

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

            (5)   no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;
      it being understood and intended that no one or more of such Holders shall
      have any right in any manner whatever by virtue of, or by availing of, any
      provision of this Indenture to affect, disturb or prejudice the rights of
      any other of such Holders, or to obtain or to seek to obtain priority or
      preference over any other of such Holders or to enforce any right under
      this Indenture, except in the manner herein provided and for the equal and
      ratable benefit of all such Holders.

            SECTION 508   Unconditional Right of Holders to Receive Principal,
Premium and Interest and Additional Amounts, 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 the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, and Additional Amounts, if any, on such
Security or payment of such coupon on the respective due


                                       46
<PAGE>   53
dates expressed in such Security or coupon (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

            SECTION 509   Restoration of Rights and Remedies.

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

            SECTION 510   Rights and Remedies Cumulative.

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

            SECTION 511   Delay or Omission Not Waiver.

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

            SECTION 512   Control By Holders of Securities.

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

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

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


                                       47
<PAGE>   54
            (3)   the Trustee need not take any action, as determined in the
      good faith of Trustee, which might involve it in personal liability or be
      unduly prejudicial to the Holders of Securities of such series not
      consenting unless the Trustee is offered indemnity satisfactory to it.
      This Section 512 shall be in lieu of Section 316(a)1(A) of the TIA and
      such Section 316(a)1(A) is hereby expressly excluded from this Indenture
      as permitted by the TIA.

            SECTION 513   Undertaking for Costs.

            All parties to this Indenture agree that in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorney's fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant, provided that this
Section 513 shall not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 508 hereof, or a suit by Holders of more than 10% in
principal amount of the then Outstanding Securities. This Section 513 shall be
in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by TIA.

            SECTION 514   Waiver of Past Defaults.

            Subject to Section 502, the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all the Securities of such series and any related coupons waive
any past default hereunder with respect to such series and its consequences,
except a default

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

            (2)   in respect of a covenant or provision hereof which under
      Article Nine cannot be modified or amended without the consent of the
      Holder of each Outstanding Security of such series affected. Upon any such
      waiver, such default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been cured, for every purpose of
      this Indenture; but no such waiver shall extend to any subsequent or other
      default or Event of Default or impair any right consequent thereon.

            SECTION 515   Waiver of Usury, Stay or Extension Laws.

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


                                       48
<PAGE>   55
                                  ARTICLE SIX

                                   THE TRUSTEE


            SECTION 601   Notice of Defaults.

            If a Default or Event of Default occurs known to the Trustee, the
Trustee shall give to each Holder of Securities of such series in a manner and
to the extent provided in TIA Section 313(c), notice of the Default within 90
days after it occurs, unless such Default shall have been cured or waived before
giving such notice; provided, however, that, except in the case of a Default in
the payment of the principal of (or premium, if any) or interest, if any, on any
Security of such series, or in the payment of any sinking fund installment with
respect to the Securities of such series, the Trustee shall be 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 the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any Default or breach of the character
specified in Section 501(4) with respect to the Securities and coupons of such
series, no such notice to Holders shall be given until at least 60 days after
the occurrence thereof unless otherwise specified in accordance with Section
301. The Trustee shall not be deemed to have knowledge of a Default unless a
Responsible Officer of the Trustee has received written notice of such Default.

            SECTION 602   Certain Rights of Trustee.

            (1)   If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

            (2)   Except during the continuance of an Event of Default:

            (a)   the Trustee need perform only those duties that are
            specifically set forth in this Indenture and no others; and

            (b)   in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture, but in case of any such certificates or opinions
            which by any provision hereof are specifically required to be
            furnished to the Trustee, the Trustee shall examine the certificates
            and opinions to determine whether or not they conform to the
            requirements of this Indenture, but need not confirm or investigate
            the accuracy of mathematical calculations or other facts stated
            therein.

This Section 602(2) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.


                                       49
<PAGE>   56
            (3)   The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (a)   this paragraph (3) does not limit the effect of paragraph (2)
            of this Section 602;

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

            (c)   the Trustee shall not be liable with respect to any action it
            takes or omits to take in good faith in accordance with a direction
            received by it pursuant to Section 512.

Subparagraphs (3)(a), (b) and (c) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

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

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

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

            (7)   The Trustee may consult with counsel of its choosing and the
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 accordance with such advice or Opinion of
Counsel.

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

            (9)   The Trustee shall not be bound to make any investigation into
the facts or


                                       50
<PAGE>   57
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.

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

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

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

            (13)  The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of Officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

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

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

            SECTION 603   Not Responsible For Recitals or Issuance of
Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any coupons shall be taken as
the statements of the Company, and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.


                                       51
<PAGE>   58
            SECTION 604   May Hold Securities.

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

            SECTION 605   Money Held in Trust.

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

            SECTION 606   Compensation and Reimbursement.

            The Company agrees:

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

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

            (3)   to indemnify each of the Trustee and any predecessor Trustee
      and their agents for, and to hold it harmless against, any loss, damage,
      claims, liability or expense (including reasonable attorney's fees and
      taxes (other than taxes based upon, measured by or determined by the
      income of the Trustee)) incurred without negligence or bad faith on its
      own part, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder, including the reasonable
      costs and expenses of defending itself against any claim (whether asserted
      by the Company or any Holder or any other Person) or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder.

            The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional, indebtedness, hereunder and shall survive the satisfaction and
discharge of this Indenture.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Securities upon
all property and funds held or


                                       52
<PAGE>   59
collected by the 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
or any coupons.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 501(5) or (6) occurs, the expenses and
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section 606 shall survive the resignation and
removal of the Trustee and the termination of this Indenture.

            SECTION 607   Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

            SECTION 608   Resignation and Removal; Appointment of Successor.

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

            (b)   The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company.

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

            (d)   The Company shall remove the Trustee if:

                  (1)   the Trustee fails to comply with Section 607;

                  (2)   the Trustee is adjudged bankrupt or insolvent;

                  (3)   a receiver or public officer takes charge of the Trustee
            or its property; or

                  (4)   the Trustee otherwise becomes incapable of acting.


                                       53
<PAGE>   60
            (e)   If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or, with respect to the Securities of any particular series, the Holders
of a majority in principal amount of the Outstanding Securities of that series
may petition any court of competent jurisdiction at the expense of the Company
for the appointment of a successor Trustee.

            (f)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). If, within one year
after such resignation or removal, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company. If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

            (g)   If the Trustee fails to comply with Section 607, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

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

            SECTION 609   Acceptance of Appointment by Successor.

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


                                       54
<PAGE>   61
money held by such retiring Trustee hereunder, subject nevertheless to its
claim, if any, provided for in Section 606.

            (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 that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, subject nevertheless to the claim, if any,
provided for in Section 606.

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

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

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

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, 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 or coupons shall have
been authenticated, but not


                                       55
<PAGE>   62
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities or coupons so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities or coupons. In
case any Securities or coupons shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate and deliver
such Securities or coupons, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

            SECTION 611   Appointment of Authenticating Agent.

            At any time when any of the Securities remain Outstanding, the
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof and the Trustee shall
give written notice of such appointment to all Holders of Securities of the
series with respect to which such Authenticating Agent or Agent will serve, in
the manner provided for in Section 106, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be reasonably acceptable to the Company and,
except as may otherwise be provided pursuant to Section 301, shall at all times
be a bank or trust company or corporation organized and doing business and in
good standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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


                                       56
<PAGE>   63
            An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 106. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

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

                                          THE CHASE MANHATTAN BANK,
                                          as Trustee


                                          By:
                                             --------------------------------
                                              as Authenticating Agent


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


            SECTION 612   Conflicting Interests.

            The Trustee shall comply with the provisions of Section 310(b) of
the Trust Indenture Act.

            The indenture dated as of February 6, 2001, for the Company's Liquid
Yield Option(TM) Notes due 2021 between the Company and The Chase Manhattan Bank
and the

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(TM)    Trademark of Merrill Lynch & Co., Inc.


                                       57
<PAGE>   64
indenture dated as of May 9, 2001, for the Company's Liquid Yield Option(TM)
Notes due 2021 between the Company and The Chase Manhattan Bank shall be deemed
to be specifically described herein for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

            SECTION 613   Appointment of Co-Trustee.

            (A)   For the purpose of meeting any legal requirements of any
jurisdiction in which the Company may at the time be located in connection with
the enforcement of any right or the taking of any action on behalf of the
Holders of any Securities issued hereunder, the Trustee shall have the power and
may execute and deliver all instruments necessary to appoint one or more Persons
to act as a co-trustee or co-trustees, or separate trustee or separate trustees,
such powers, duties, obligations, rights and trusts as the Trustee may consider
necessary or desirable. Each co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a trustee under Section 607. The
Trustee shall promptly notify the Holders and the Company of the appointment of
a co-trustee or separate trustee under this Section.

            (B)   Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (a)   all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee and such separate trustee or co-trustee
      jointly (it being understood that such separate trustee or co-trustee is
      not authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

            (b)   no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder;

            (c)   the Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee;

            (d)   any notice, request or other writing given to the Trustee
      shall be deemed to have been given to each of the then separate trustees
      and co-trustees, as effectively as if given to each of them. Every
      instrument appointing any separate trustee or co-trustee shall refer to
      this Indenture and the conditions of this Article Six. Each separate
      trustee and co-trustee, upon its acceptance of the trusts conferred, shall
      be vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee or separately, as may be
      provided therein, subject to all the provisions of this Indenture,
      specifically including every provision of this Indenture relating to the
      conduct of, affecting the liability of, or affording protection or rights
      (including the rights to

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(TM)    Trademark of Merrill Lynch & Co., Inc.


                                       58
<PAGE>   65
      compensation, reimbursement and indemnification hereunder) to, the
      Trustee. Every such instrument shall be filed with the Trustee; and

            (e)   any separate trustee or co-trustee may at any time constitute
      the Trustee its agent or attorney-in-fact with full power and authority,
      to the extent not prohibited by law, to do any lawful act under or in
      respect of this Indenture on its behalf and in its name for the purposes
      of enforcing any rights or taking any other action on behalf of the
      Holders of any Securities issued hereunder.

            SECTION 614   Trustee's Application for Instructions from the
Company.

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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


            SECTION 701   Disclosure of Names and Addresses of Holders.

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

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

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

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


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<PAGE>   66
            The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in this Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in this
Section 701 upon receipt of a new list so furnished.

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

            Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

            SECTION 702   Reports by Trustee.

            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Securities pursuant to this Indenture, the
Trustee shall transmit by mail to all Holders of Securities as provided in TIA
Section 313(c) a brief report dated as of such May 15 if required by TIA Section
313(a).

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

            SECTION 703   Reports by Company.

            The Company will:

            (1)   if requested by the Trustee, the Company shall deliver to the
      Trustee, within 15 days after it files such annual and quarterly reports,
      information, documents and other reports with the Commission, copies of
      its annual report and of the information, documents and other reports (or
      copies of such portions of any of the foregoing as the Commission may by
      rules and regulations prescribe) which the Company is required to file
      with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
      The Company shall send to the Trustee all reports required pursuant to the
      provisions of TIA Section 314(a). Delivery of such reports, information
      and documents to the Trustee is for informational purposes only and the
      Trustee's receipt of the same shall not constitute constructive notice of
      any information contained therein or determinable from information
      contained therein, including the Company's compliance with any of its
      covenants hereunder (as to which the Trustee is entitled to rely
      exclusively on Officers' Certificates);


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<PAGE>   67
            (2)   file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

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

            SECTION 704   Calculation of Original Issue Discount.

            The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods), if any, accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time (the
"Code").

                                 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 with or into any
other Person or sell, transfer or lease all or substantially all of its assets
to any Person, unless:

            (1)   either the Company shall be the continuing corporation, or the
      corporation (if other than the Company) formed by such consolidation or
      into which the Company is merged or the Person which acquires by sale,
      transfer or lease of all or substantially all of the Company's assets
      shall (i) be organized under the laws of the United States or any state
      thereof and (ii) expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, all of the obligations of the Company under this Indenture and on
      all the Securities and this Indenture;

            (2)   immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

            (3)   the Company and the successor Person have delivered to the
      Trustee 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; and


                                       61
<PAGE>   68
            (4)   any other covenant provided with respect to Securities of that
      series.

            SECTION 802   Successor Person 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 the successor Person 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 had been named as the Company herein;
and in the event of any such conveyance or transfer (except by a lease), the
Company shall be discharged from all obligations and covenants under this
Indenture and the Securities and coupons and may be dissolved and liquidated.

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

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

            SECTION 803   Officers' Certificate and Opinion of Counsel.

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


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<PAGE>   69
                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


            SECTION 901   Supplemental Indentures Without Consent of Holders.

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

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

            (2)   to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are as described in Section 163(f)(2)(B) of the Code; or

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

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

            (5)   to add to or change any of the provisions of this Indenture to
      provide that Bearer Securities may be registrable as to principal, to
      change or eliminate any restrictions on the payment of principal of or any
      premium or interest on Bearer Securities, to permit Bearer Securities to
      be issued in exchange for Registered Securities, to permit Bearer
      Securities to be issued in exchange for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form; provided 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


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<PAGE>   70
            (6)   to change or eliminate any of the provisions of this
      Indenture; provided that any such change or elimination shall become
      effective only when there is no Security Outstanding of any series created
      prior to the execution of such supplemental indenture which is entitled to
      the benefit of such provision; or

            (7)   to secure the Securities pursuant to the requirements of such
      indenture supplement, if applicable; or

            (8)   to establish the form or terms of Securities of any series and
      any related coupons as permitted by Sections 201 and 301, including the
      provisions and procedures relating to Securities convertible into or
      exchangeable for any securities of any Person (including the Company); or

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

            (10)  to cure any ambiguity or defect, to correct or supplement any
      provision herein which may be inconsistent with any other provision
      herein, or to make any other provisions with respect to matters or
      questions arising under this Indenture; provided that such action shall
      not adversely affect the interests of the Holders of outstanding
      Securities of any series or any related coupons taken as a whole; or

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

            (12)  to add a guarantor or guarantors for any series or all series
      of the Securities; or

            (13)  to comply with the requirements of the Commission in order to
      effect or maintain the qualification of this Indenture under the Trust
      Indenture Act.

            SECTION 902   Supplemental Indentures with Consent of Holders.

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


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<PAGE>   71
            (1)   extend the Stated Maturity of the principal of (or premium, if
      any, on) or any installment of principal of or interest on, any Security,
      subject to the provisions of Section 308; or reduce the principal amount
      thereof or the rate of interest (or change the manner of calculation of
      interest) thereon, or any Additional Amounts with respect thereto, or any
      premium payable upon the redemption thereof, or change any obligation of
      the Company to pay Additional Amounts pursuant to Section 1005 (except as
      contemplated by Section 801(1) and permitted by Section 901(1)), or reduce
      the portion of the principal of an Original Issue Discount Security or
      Indexed Security that would be due and payable upon a declaration of
      acceleration of the Maturity thereof pursuant to Section 502 or the amount
      thereof provable in bankruptcy pursuant to Section 504 or change any Place
      of Payment where, or the Currency in which, any Security or any premium or
      interest or Additional Amount thereon is payable, or impair the right to
      institute suit for the enforcement of any such payment on or after the
      Stated Maturity thereof (or, in the case of redemption or repayment at the
      option of the Holder, on or after the Redemption Date or the Repayment
      Date, as the case may be), or adversely affect any right to convert or
      exchange any Security as may be provided pursuant to Section 301 herein,
      or

            (2)   reduce the percentage in principal amount of the Outstanding
      Securities of any series, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver with respect to such series (of compliance with certain
      provisions of this Indenture or certain defaults hereunder and their
      consequences) provided for in this Indenture, or reduce the requirements
      of Section 1504 for quorum or voting, or

            (3)   modify any of the provisions of this Section, Section 513 or
      Section 1006, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

            (4)   modify the provisions of Article 16 in a manner adverse to the
      Holders of Securities.

            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.

            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.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders at the close of
business on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to consent to such supplemental indenture,


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<PAGE>   72
whether or not such Holders remain Holders after such record date; provided that
unless such consent shall have become effective by virtue of the requisite
percentage having been obtained prior to the date which is 90 days after such
record date, any such consent previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.

            SECTION 903   Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 102, and shall be fully
protected in relying upon (subject to the provisions of Article Six hereof), an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

            SECTION 904   Effect of Supplemental Indentures.

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

            SECTION 905   Conformity with Trust Indenture Act.

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

            SECTION 906   Reference in Securities to Supplemental Indentures.

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


                                       66
<PAGE>   73


                                  ARTICLE TEN

                                    COVENANTS


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

         The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest and Additional Amounts, if any, on the Securities
of that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Any interest due on Bearer
Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1005 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security or
wire transfer to an account in the United States maintained by the Payee.

         SECTION 1002 Maintenance of Office or Agency.

         If Securities of a series are issuable only as Registered Securities,
the Company shall maintain in each Place of Payment for any series of Securities
an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will maintain (A) in the
Borough of Manhattan, The City of New York, an office or agency 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 Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and 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 any other
required city located outside the United States, as the case may be, so long as
the Securities of that series are listed on such exchange, and (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


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<PAGE>   74
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where Securities of that series that are
convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment at the offices specified in the Security,
in London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

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

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

         Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (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, at least one Exchange Rate Agent.


                                       68
<PAGE>   75
         SECTION 1003 Money For Securities Payments to be Held in Trust.


         If the Company shall at any time act as its own Paying Agent with
respect to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (or 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 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, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal
of (and premium, if any) and interest, if any, on Securities of such series so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

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

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

         Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (or premium, if any) or interest, if
any, on any Security of any series and remaining unclaimed for two years after
such principal, premium or interest has become due and payable shall be paid to
the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal, premium or interest on any Security, without interest thereon, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series, or mailed to each Holder of Registered Securities of such series, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


                                       69
<PAGE>   76
         SECTION 1004 Additional Amounts.


         If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of a Security of such series or any
coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 301. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest,
if any, on any Security of any series or payment of any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

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

         SECTION 1005 Statement as to Compliance.


         The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on
December 31, 2001) an


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<PAGE>   77
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

         SECTION 1006 Waiver of Certain Covenants.


         As specified pursuant to Section 301(15) for Securities of any series,
the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 and 1005 and, as specified
pursuant to Section 301(15) for Securities of any series, in any covenants of
the Company added to Article Ten pursuant to Section 301(14) or Section 301(15)
in connection with the Securities of a series, if before or after the time for
such compliance the Holders of at least a majority in principal amount of all
outstanding Securities, by Act of such Holders, waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


         SECTION 1101 Applicability of Article.


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

         SECTION 1102 Election to Redeem; Notice to Trustee.


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

         SECTION 1103 Selection by Trustee of Securities to be Redeemed.


         If less than all the Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be selected not more


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<PAGE>   78
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series issued on such date with the same terms not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

         SECTION 1104 Notice of Redemption.


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

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

         All notices of redemption shall state:

         (1) the Redemption Date,

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

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

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


                                       72
<PAGE>   79
         (5) that on the Redemption Date, the Redemption Price and accrued
    interest, if any, to the Redemption Date payable as provided in Section 1106
    will become due and payable upon each such Security, or the portion thereof,
    to be redeemed and, if applicable, that interest thereon shall cease to
    accrue on and after said date,

         (6) the Place or Places of Payment where such Securities, together in
    the case of Bearer Securities with all coupons appertaining thereto, if any,
    maturing after the Redemption Date, are to be surrendered for payment of the
    Redemption Price and accrued interest, if any,

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

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

         (9) if Bearer Securities of any series are to be redeemed and any
    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,

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

         (11) any other information the Company wants to present.

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

         SECTION 1105 Deposit of Redemption Price.

         Prior to 10:00 a.m. (New York City time), on the Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, which it may not do in the case of a
sinking fund payment under Article Twelve, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency 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, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless otherwise specified
pursuant to Section 301) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date.

         SECTION 1106 Securities Payable on Redemption Date.


         Notice of redemption having been given as aforesaid, the Securities of
any series so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption


                                       73
<PAGE>   80
Price therein specified in the Currency 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, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
redeemed, except to the extent provided below, shall be void. Upon surrender of
any such Security for redemption in accordance with said notice, together with
all coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that installments of interest on Registered Securities whose Stated Maturity is
prior to (or, if specified pursuant to Section 301, on) the Redemption Date
shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

         SECTION 1107 Securities Redeemed in Part.


         Any Registered Security which is to be redeemed only in part (pursuant
to the provisions of this Article or of Article Twelve) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge a
new Security or Securities of the same series, of any authorized denomination as
requested by


                                       74
<PAGE>   81
such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. However, if
less than all the Securities of any series with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date.

                                 ARTICLE TWELVE

                                  SINKING FUNDS


         SECTION 1201 Applicability of Article.


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

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

         SECTION 1202 Satisfaction of Sinking Fund Payments with Securities.


         Except as otherwise specifically contemplated by Section 301 for
Securities of such series, the Company may, in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of a
series, (1) deliver Outstanding Securities to the Trustee of such series (other
than any previously called for redemption) together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto and
(2) apply as a credit Securities of such series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, as provided for by the terms of such Securities;
provided that such Securities so delivered or applied as a credit have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the applicable Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

         SECTION 1203 Redemption of Securities for Sinking Fund.


         Not less than 60 days prior to each sinking fund payment date for
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms


                                       75
<PAGE>   82
of that series, the portion thereof, if any, which is to be satisfied by payment
of cash in the Currency 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, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202, and
the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and will also deliver to the Trustee any Securities to be
so delivered and credited. If such Officers' Certificate shall specify an
optional amount to be added in cash to the next ensuing mandatory sinking fund
payment, the Company shall thereupon be obligated to pay the amount therein
specified. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS


         SECTION 1301 Applicability of Article.


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

         SECTION 1302 Repayment of Securities.


         Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at the Repayment Price thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in the Currency 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, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Repayment
Price of, and (unless otherwise specified pursuant to Section 301) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

         SECTION 1303 Exercise of Option.

         Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so
providing for such repayment, with the


                                       76
<PAGE>   83
"Option to Elect Repayment" form on the reverse of such Security duly completed
by the Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the entire
Repayment Price of such Security is to be repaid in accordance with the terms of
such Security, the portion of the Repayment Price of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of such Security surrendered that is not to be repaid,
must be specified. Any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

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

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

         If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If


                                       77
<PAGE>   84
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

         If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from the
Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.

         SECTION 1305 Securities Repaid in Part.


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

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


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

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

         SECTION 1402 Defeasance and Discharge.


         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be deemed to have been discharged from its obligations with respect to such
Outstanding Securities and any coupons appertaining thereto on the date the
conditions set forth in Section 1404 are satisfied (hereinafter,


                                       78
<PAGE>   85
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities and any coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of Section 1405
and the other Sections of this Indenture referred to in clauses (A) and (B) of
this Section, and to have satisfied all its other obligations under such
Securities and any coupons appertaining thereto and this Indenture insofar as
such Securities and any coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities and any coupons appertaining thereto to receive, solely
from the trust fund described in Section 1404 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on such Securities and any coupons appertaining thereto when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1004 with respect to the rights, if any, of the holders of such
Securities to require the Company to repay such Securities as contemplated by
Article Thirteen and with respect to the rights, if any, of holders to convert
or exchange such Securities into other Securities, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Fourteen. Subject to compliance with this Article Fourteen, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 1403 with respect to such Securities and any coupons
appertaining thereto. Money and securities held in trust pursuant to this
Section 1402 shall not be subject to Article Sixteen.

         SECTION 1403 Covenant Defeasance.


         Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 1004 and 1005 if specified
pursuant to Section 301, from its obligations under any other covenant, with
respect to such Outstanding Securities and any coupons appertaining thereto on
and after the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any restrictive covenants
that may be added pursuant to Section 301, or such other covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such Section or
such other covenant or by reason of reference in any such Section or such other
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 501(4) or 501(7) or otherwise except as specified in accordance with
Section 301, as the case may be, but, except as specified above, the remainder
of this Indenture and such Securities and any coupons appertaining thereto shall
be unaffected thereby.


                                       79
<PAGE>   86
         SECTION 1404 Conditions to Defeasance or Covenant Defeasance.


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

                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Article Fourteen applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any coupons appertaining thereto, (1) an
         amount (in such Currency in which such Securities and any coupons
         appertaining thereto are then specified as payable at Stated Maturity),
         or (2) Government Obligations applicable to such Securities and coupons
         appertaining thereto (determined on the basis of the Currency in which
         such Securities and coupons appertaining thereto are then specified as
         payable at Stated Maturity) which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest, if any, on
         such Securities and any coupons appertaining thereto, money in an
         amount, or (3) a combination thereof in an amount, sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants or nationally recognized independent investment banking
         firm expressed in a written certification thereof delivered to the
         Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, (i) the
         principal of (and premium, if any), including Redemption Price and
         Repayment Price, and interest, if any, on such Outstanding Securities
         and any coupons appertaining thereto on the Stated Maturity of such
         principal or installment of principal or interest and (ii) any
         mandatory sinking fund payments or analogous payments applicable to
         such Outstanding Securities and any coupons appertaining thereto on the
         day on which such payments are due and payable in accordance with the
         terms of this Indenture and of such Securities and any coupons
         appertaining thereto.

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

                  (c) No Default or Event of Default with respect to such
         Securities and any coupons appertaining thereto shall have occurred and
         be continuing on the date of such deposit or, insofar as Sections
         501(5) and 501(6) are concerned, at any time during the period ending
         on the 91st day after the date of such deposit (it being understood
         that this condition shall not be deemed satisfied until the expiration
         of such period).

                  (d) In the case of an election under Section 1402, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or (ii) since the date of execution
         of this Indenture, there has been a change in the applicable Federal
         income tax law, in either case to the effect that, and based thereon
         such opinion shall confirm that, the Holders of such Outstanding
         Securities and any coupons appertaining


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<PAGE>   87
         thereto will not recognize income, gain or loss for Federal income tax
         purposes as a result of such defeasance and will be subject to Federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such defeasance had not occurred.

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

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

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

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


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

         Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a


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<PAGE>   88
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any) and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the Currency in which such Security becomes payable as a
result of such election or Conversion Event based on the applicable Market
Exchange Rate for such Currency in effect on the second Business Day prior to
each payment date, except, with respect to a Conversion Event, for such Currency
in effect (as nearly as feasible) at the time of the Conversion Event.

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

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

         SECTION 1406 Reinstatement.


         If the Trustee or Paying Agent is unable to apply any money or
Government Obligations in accordance this Article 14 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 shall be revived
and reinstated as though no deposit had occurred pursuant to Section 1402, 1403
or 1404, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or Government Obligations in accordance with
Section 1405; provided that, if the Company has made any payment of principal of
or interest on the Securities of any series because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or Government Obligations
held by the Trustee or Paying Agent.


                                       82
<PAGE>   89
                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES


         SECTION 1501 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 Fifteen to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         SECTION 1502 Call, Notice and Place of Meetings.


         The Company may at any time call a meeting of Holders of Securities of
any series for any purpose specified in Section 1501, to be held at such time
and at such place in the Borough of Manhattan, The City of New York or in London
as the Company shall determine. Notice of every meeting of Holders of Securities
of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

         SECTION 1503 Persons Entitled to Vote at Meetings.


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

         SECTION 1504 Quorum; Action.

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


                                       83
<PAGE>   90
meeting. Notice of the reconvening of any adjourned meeting shall be given as
provided in Section 1502, 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 any adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which 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.

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

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

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

         SECTION 1505 Determination of Voting Rights; Conduct and Adjournment of
Meetings.

         (a) Notwithstanding any provisions of this Indenture, the Company may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of 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


                                       84
<PAGE>   91
permitted or required by any such regulations, the holding of Securities shall
be proved in the manner specified in Section 104 and the appointment of any
proxy shall be proved in the manner specified in Section 104 or by having the
signature of the Person executing the proxy witnessed or guaranteed by any trust
company, bank or banker authorized by Section 104 to certify to the holding of
Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in Section 104 or other proof.

         (b) The Company shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by Holders of
Securities as provided in Section 1502(b), in which case the Holders of
Securities of the series calling the meeting 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 the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

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

         SECTION 1506 Counting Votes and Recording Action of Meetings.

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


                                       85
<PAGE>   92
                                ARTICLE SIXTEEN

                           SUBORDINATION OF SECURITIES


         SECTION 1601 Agreement to Subordinate.


         Except as otherwise specified pursuant to Section 301, the Company, for
itself, its successors and assigns, covenants and agrees, and each Holder of
Securities by his acceptance thereof, likewise covenants and agrees, that the
payment of the principal of (and premium, if any) and interest, if any, on each
and all of the Securities is hereby expressly subordinated, to the extent and in
the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness.

         SECTION 1602 Distribution on Dissolution, Liquidation and
Reorganization; Subrogation of Securities.

         Except as otherwise specified pursuant to Section 301, upon any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise (subject to the power of a court of competent jurisdiction
to make other equitable provision reflecting the rights conferred in this
Indenture upon the Senior Indebtedness and the holders thereof with respect to
the Securities and the holders thereof by a lawful plan of reorganization under
applicable Bankruptcy Law):

         (a) the holders of all Senior Indebtedness shall be entitled to receive
    payment in full of the principal thereof (and premium, if any) and interest
    due thereon before the Holders of the Securities are entitled to receive any
    payment upon the principal (or premium, if any) or interest, if any, on
    indebtedness evidenced by the Securities;

         (b) any payment or distribution of assets of the Company of any kind or
    character, whether in cash, property or securities, to which the Holders of
    the Securities or the Trustee would be entitled except for the provisions of
    this Article Sixteen shall be paid by the liquidating trustee or agent or
    other person making such payment or distribution, whether a trustee in
    bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
    holders of Senior Indebtedness or their representative or representatives or
    to the trustee or trustees under any indenture under which any instruments
    evidencing any of such Senior Indebtedness may have been issued, ratably
    according to the aggregate amounts remaining unpaid on account of the
    principal of (and premium, if any) and interest on the Senior Indebtedness
    held or represented by each, to the extent necessary to make payment in full
    of all Senior Indebtedness remaining unpaid, after giving effect to any
    concurrent payment or distribution to the holders of such Senior
    Indebtedness; and

         (c) in the event that, notwithstanding the foregoing, any payment or
    distribution of assets of the Company of any kind or character, whether in
    cash, property or securities, shall be received by the Trustee or the
    Holders of the Securities before all


                                       86
<PAGE>   93
    Senior Indebtedness is paid in full, such payment or distribution shall be
    paid over, upon written notice to the Trustee, to the holder of such Senior
    Indebtedness or their representative or representatives or to the trustee or
    trustees under any indenture under which any instrument evidencing any of
    such Senior Indebtedness may have been issued, ratably as aforesaid, for
    application to payment of all Senior Indebtedness remaining unpaid until all
    such Senior Indebtedness shall have been paid in full, after giving effect
    to any concurrent payment or distribution to the holders of such Senior
    Indebtedness.

         Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities. It is understood that
the provisions of this Article Sixteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand. Nothing
contained in this Article Sixteen or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest, if any, on the Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Sixteen of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article Sixteen, the Trustee, subject to the
provisions of Section 601, shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any distribution to the
Trustee for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Sixteen.

         The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

         If the Trustee or any Holder of Securities does not file a proper claim
or proof of debt in the form required in any proceeding referred to above prior
to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.


                                       87
<PAGE>   94
         SECTION 1603 No Payment on Securities in Certain Circumstances.


         Except as otherwise specified pursuant to Section 301,

         (a) Upon the maturity of any Senior Indebtedness by lapse of time,
acceleration (unless waived, rescinded or annulled) or otherwise, or upon any
payment default (with or without the giving of notice or lapse of time or both,
in accordance with the terms of the instrument governing such Senior
Indebtedness, and without any waiver or forgiveness) with respect to any Senior
Indebtedness, all amounts payable thereon shall first be paid in full, or such
Senior Indebtedness, before any payment is made, directly or indirectly by set
off or otherwise, on account of principal of, or interest on, the Securities of
such series or to acquire any of the Securities of such series or on account of
the redemption provisions of the Securities of such series.

         (b) Upon a default with respect to any Senior Indebtedness (other than
under circumstances when the terms of paragraph (a) of this Section are
applicable), as such default is defined therein or in the instrument under which
it is outstanding, permitting the holders to accelerate the maturity thereof,
upon written notice thereof given to the Company and the Trustee by or on behalf
of holders of such Senior Indebtedness ("Default Notice"), then, unless and
until such default shall have been cured or waived by the holders of such Senior
Indebtedness or shall have ceased to exist (the "Payment Blockage Period"), no
direct or indirect payment shall be made by the Company with respect to the
principal of, or interest on, the Securities of such series and the coupons, if
any, appertaining thereto or to acquire any of such Securities or on account of
the redemption provisions of the Securities of such series and the coupons, if
any, appertaining thereto; provided, however, that this paragraph (b) shall not
prevent the making of any payment (which is not otherwise prohibited by
paragraph (a)) for more than 179 days after the Default Notice shall have been
given unless the Senior Indebtedness in respect of which such event of default
exists has been declared due and payable in its entirety, in which case no such
payment may be made until such acceleration has been rescinded or annulled or
such Senior Indebtedness has been paid in full.

         (c) If, notwithstanding the foregoing provisions of this Section, any
payment on account of principal of, or interest on, the Securities of such
series or of any coupon appertaining thereto shall be received by the Trustee,
by and Holder or by any Paying Agent (or, if the Company is acting as its own
Paying Agent, money for any such payment is segregated and held in trust), then,
unless and until such payment is no longer prohibited by this Section, such
payment (subject to the provisions of Section 1604) shall be held in trust for
the benefit of the holders of Senior Indebtedness and, upon notice to the
Trustee or such Paying Agent from the representative of the holders of the
Senior Indebtedness and pursuant to the directions of such representative, shall
be paid over or delivered to the holders of Senior Indebtedness or their
representative(s), ratably according to the aggregate amount remaining unpaid on
account of the principal of and interest on the Senior Indebtedness held or
represented by each, for application to the payment or prepayment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in accordance with its terms, after giving


                                       88
<PAGE>   95
effect to any concurrent payment or distribution or provision therefor to or for
the holders of Senior Indebtedness. Promptly after becoming aware thereof, the
Company shall give written notice to the Trustee of any event prohibiting
payments on account of principal of, or interest on, the Securities of any
series and any coupons appertaining thereto and, in such event, shall provide to
the Trustee, in the form of an Officers' Certificate, the names and addresses of
the holders of such Senior Indebtedness and their representative(s), if any, the
amount of the Senior Indebtedness held by each such holder, any information
necessary to calculate the daily or other increase in Senior Indebtedness held
by such holders and any other information which the Trustee may reasonably
request to comply with this Article. Subject to the provisions of Section 1602
hereof, in the event that the Trustee or the Paying Agent reasonably determines
that additional evidence is required with respect to any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee or the Paying Agent, as the case may be, may request
that such person furnish evidence to its reasonable as to the extent such person
is entitled to participate in such payment or distribution and as to other facts
pertinent to the rights of such persons under this Article and if such evidence
is not furnished, the Trustee or the Paying Agent, as the case may be, may defer
any payment to such person pending judicial determination as to the right of
such person to receive such payment.

         SECTION 1604 Payments on Securities Permitted.

         Nothing contained in this Indenture or in any of the Securities shall
(a) affect the obligation of the Company to make, or prevent the Company from
making, at any time except as provided in Sections 1602 and 1603, payments of
principal of (or premium, if any) or interest, if any, on the Securities or (b)
prevent the application by the Trustee of any moneys deposited with it hereunder
to the payment of or on account of the principal of (or premium, if any) or
interest, if any, on the Securities, unless the Trustee shall have received at
its Institutional Trust Services Office written notice of any event prohibiting
the making of such payment more than two Business Days prior to the date fixed
for such payment.

         SECTION 1605 Authorization of Holders to Trustee to Effect
Subordination.

         Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

         SECTION 1606 Notices to Trustee.

         Notwithstanding the provisions of this Article or any other provisions
of this Indenture, neither the Trustee nor any Paying Agent (other than the
Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Institutional Trust Services Office) written notice thereof from the Company or
from the holder of any Senior Indebtedness or from the trustee for any such
holder, together with proof


                                       89
<PAGE>   96
satisfactory to the Trustee of such holding of Senior Indebtedness or of the
authority of such trustee; provided, however, that if at least two Business Days
prior to the date upon which by the terms hereof any such moneys may become
payable for any purpose (including, without limitation, the payment of either
the principal (or premium, if any) or interest, if any, on any Security) the
Trustee shall not have received with respect to such moneys the notice provided
for in this Section 1606, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
moneys and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary, which may be received by it
within two Business Days prior to such date. The Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such a notice has been given by a holder of Senior Indebtedness
or a trustee on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article Sixteen, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article
Sixteen and, if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

         SECTION 1607 Trustee as Holder of Senior Indebtedness.


         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Sixteen in respect of any Senior Indebtedness
at any time held by it to the same extent as any other holder of Senior
Indebtedness and nothing in Section 613 or elsewhere in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder.

         Nothing in this Article Sixteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 606.

         SECTION 1608 Modifications of Terms of Senior Indebtedness.

         Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.


                                       90
<PAGE>   97
         SECTION 1609 Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article Sixteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Sixteen.

                                    * * * * *



                                       91
<PAGE>   98
         This Indenture 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 Indenture.

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


                                          SPX CORPORATION


                                          By
                                               ---------------------------------
                                               Name:
                                               Title:


                                          THE CHASE MANHATTAN BANK,
                                          as Trustee


                                          By
                                               ---------------------------------
                                               Name:
                                               Title:



                                       92
<PAGE>   99
                                                                       Exhibit A

                              FORMS OF CERTIFICATES
<PAGE>   100
                                                                     Exhibit A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

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

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

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

         We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certificate excepts and does not
relate to $       of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a Permanent Global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.


                                     A-1-1
<PAGE>   101
                  We understand that this certificate may be required in
connection with certain tax legislation in the United States. If administrative
or legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:
        ____________

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii) the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]
[Name of Person Making Certification]



                                                   _________________________
                                                   (Authorized Signatory)
                                                   Name:
                                                   Title:

                                     A-1-2
<PAGE>   102
                                                                     Exhibit A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION
              WITH THE EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL
               SECURITY OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE
                                  EXCHANGE DATE

                                   CERTIFICATE

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

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

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

         We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.


                                     A-2-1
<PAGE>   103
         We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: _____________________

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


                                    [Morgan Guaranty Trust Company of New
                                    York, Brussels Office,] as Operator of the
                                    Euroclear System
                                    [Clearstream Banking societe anonyme]


                                    By
                                         _______________________________________


                                     A-2-2