<PAGE>   1
                                                                     EXHIBIT 4.1



                          HCC INSURANCE HOLDINGS, INC.


                                       AND


                            FIRST UNION NATIONAL BANK


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


                                    INDENTURE

                                   DATED AS OF

                                 AUGUST 23, 2001


                                 DEBT SECURITIES
                                  (SENIOR DEBT)



<PAGE>   2



           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of August 23, 2001

<Table>
<Caption>
SECTION OF
TRUST INDENTURE                                                  SECTION(S) OF
ACT OF 1939                                                          INDENTURE
--------------------------                                 -------------------

<S>                                                        <C>
Section 310  (a)(1).....................................................609
             (a)(2).....................................................609
             (a)(3)..........................................Not Applicable
             (a)(4)..........................................Not Applicable
             (b)...................................................608, 610
Section 311  (a)........................................................613
             (b)........................................................613
             (c).............................................Not Applicable
Section 312  (a)................................................701, 702(a)
             (b).....................................................702(b)
             (c).....................................................702(c)
Section 313  (a).....................................................703(a)
             (b).....................................................703(b)
             (c).....................................................703(c)
             (d).....................................................703(d)
Section314   (a)..................................................704, 1005
             (b).............................................Not Applicable
             (c)(1).....................................................103
             (c)(2).....................................................103
             (c)(3)..........................................Not Applicable
             (d).............................................Not Applicable
             (e)........................................................103
Section 315  (a).....................................................601(a)
             (b)........................................................602
             (c).....................................................601(b)
             (d).....................................................601(c)
             (d)(1)...............................................601(a)(1)
             (d)(2)...............................................601(c)(2)
             (d)(3)...............................................601(c)(3)
             (e)........................................................513
Section 316  (a)(1)(A).............................................502, 511
             (a)(1)(B)..................................................512
             (a)(2)..........................................Not Applicable
             (a)(last sentence).........................................101
             (b)........................................................508
Section 317  (a)(1).....................................................503
             (a)(2).....................................................504
             (b).......................................................1003
Section 318  (a)........................................................108
</Table>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

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                                       2
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                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                          PAGE
<S>                                                                       <C>
RECITALS OF THE COMPANY......................................................1

                                   ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 DEFINITIONS......................................................1
     Act.....................................................................2
     Additional Amounts......................................................2
     Affiliate...............................................................2
     Agent Members...........................................................2
     Authenticating Agent....................................................2
     Authorized Newspaper....................................................2
     Board of Directors......................................................2
     Board Resolution........................................................2
     Business Day............................................................2
     Commission..............................................................2
     Company.................................................................3
     "Company Request" and "Company Order"...................................3
     Conversion Event........................................................3
     Corporate Trust Office..................................................3
     Defaulted Interest......................................................3
     Depositary..............................................................3
     Dollar..................................................................3
     Event of Default........................................................3
     Exchange Rate...........................................................3
     Holder..................................................................3
     Indenture...............................................................3
     Interest................................................................3
     Interest Payment Date...................................................3
     Judgment Currency.......................................................4
     Maturity................................................................4
     "Obligor................................................................4
     Officers' Certificate...................................................4
     Opinion of Counsel......................................................4
     Original Issue Discount Security........................................4
     Outstanding.............................................................4
     Paying Agent............................................................5
     Person..................................................................5
     Place of Payment........................................................5
     Predecessor Security....................................................5
     Redemption Date.........................................................5
     Redemption Price........................................................6
     Regular Record Date.....................................................6
</Table>


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<Table>
<S>                                                                         <C>
     Required Currency.......................................................6
     Responsible Officer.....................................................6
     Securities..............................................................6
     Security Custodian......................................................6
     Security Register.......................................................6
     Security Registrar......................................................6
     Special Record Date.....................................................6
     Stated Maturity.........................................................6
     Subsidiary..............................................................6
     Subsidiary Guarantee ...................................................6
     Subsidiary Guarantor ...................................................7
     Trustee.................................................................7
     Trust Indenture Act.....................................................7
     United States...........................................................7
     United States Alien.....................................................7
     U.S. Government Obligations.............................................7
     Vice President..........................................................7
     Wholly Owned Subsidiary.................................................7
     Yield to Maturity.......................................................7

SECTION 102.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...........7
SECTION 103.     COMPLIANCE CERTIFICATES AND OPINIONS........................8
SECTION 104.     FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................8
SECTION 105.     ACTS OF HOLDERS; RECORD DATES...............................9
SECTION 106.     NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY
                 GUARANTORS.................................................10
SECTION 107.     NOTICE TO HOLDERS; WAIVER..................................10
SECTION 108.     CONFLICT WITH TRUST INDENTURE ACT..........................11
SECTION 109.     EFFECT OF HEADINGS AND TABLE OF CONTENTS...................11
SECTION 110.     SUCCESSORS AND ASSIGNS.....................................11
SECTION 111.     SEPARABILITY CLAUSE........................................11
SECTION 112.     BENEFITS OF INDENTURE......................................11
SECTION 113.     GOVERNING LAW..............................................11
SECTION 114.     LEGAL HOLIDAYS.............................................11
SECTION 115.     CORPORATE OBLIGATION.......................................12

                                   ARTICLE TWO

SECURITY FORMS
SECTION 201.     FORMS GENERALLY............................................12
SECTION 202.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION............12
SECTION 203.     SECURITIES IN GLOBAL FORM..................................12

                                  ARTICLE THREE

THE SECURITIES
SECTION 301.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.......................15
</Table>


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<Table>
<S>                                                                        <C>
SECTION 302.     DENOMINATIONS..............................................18
SECTION 303.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.............18
SECTION 304.     TEMPORARY SECURITIES.......................................19
SECTION 305.     REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE........20
SECTION 306.     MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES...........21
SECTION 307.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.............21
SECTION 308.     PERSONS DEEMED OWNERS......................................23
SECTION 309.     CANCELLATION...............................................23
SECTION 310.     COMPUTATION OF INTEREST....................................23
SECTION 311.     CUSIP NUMBERS..............................................23

                                  ARTICLE FOUR

SATISFACTION AND DISCHARGE
SECTION 401.     SATISFACTION AND DISCHARGE OF INDENTURE....................23
SECTION 402.     APPLICATION OF TRUST MONEY.................................25
SECTION 403.     DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES.........25
SECTION 404.     REINSTATEMENT..............................................26

                                  ARTICLE FIVE

REMEDIES
SECTION 501.     EVENTS OF DEFAULT..........................................26
SECTION 502.     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.........28
SECTION 503.     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                 TRUSTEE....................................................29
SECTION 504.     TRUSTEE MAY FILE PROOFS OF CLAIM...........................30
SECTION 505.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                 SECURITIES OR COUPONS......................................31
SECTION 506.     APPLICATION OF MONEY COLLECTED.............................31
SECTION 507.     LIMITATION ON SUITS........................................31
SECTION 508.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL
                 PREMIUM AND INTEREST.......................................32
SECTION 509.     RESTORATION OF RIGHTS AND REMEDIES.........................32
SECTION 510.     RIGHTS AND REMEDIES CUMULATIVE.............................32
SECTION 511.     DELAY OR OMISSION NOT WAIVER...............................33
SECTION 512.     CONTROL BY HOLDERS.........................................33
SECTION 513.     WAIVER OF PAST DEFAULTS....................................33
SECTION 514.     UNDERTAKING FOR COSTS......................................34
SECTION 515.     WAIVER OF STAY OR EXTENSION LAWS...........................34

                                   ARTICLE SIX

THE TRUSTEE
SECTION 601.     CERTAIN DUTIES AND RESPONSIBILITIES........................34
SECTION 602.     NOTICE OF DEFAULTS.........................................35
SECTION 603.     CERTAIN RIGHTS OF TRUSTEE..................................36
</Table>


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<Table>
<S>                                                                        <C>
SECTION 604.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.....37
SECTION 605.     MAY HOLD SECURITIES........................................37
SECTION 606.     MONEY HELD IN TRUST........................................37
SECTION 607.     COMPENSATION AND REIMBURSEMENT.............................37
SECTION 608.     DISQUALIFICATION; CONFLICTING INTERESTS....................38
SECTION 609.     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY....................39
SECTION 610.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..........39
SECTION 611.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................40
SECTION 612.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
                 TO BUSINESS................................................41
SECTION 613.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........41
SECTION 614.     APPOINTMENT OF AUTHENTICATING AGENT........................41

                                  ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES
                 OF HOLDERS.................................................43
SECTION 702.     PRESERVATION OF INFORMATION; COMMUNICATIONS
                 TO HOLDERS.................................................44
SECTION 703.     REPORTS BY TRUSTEE.........................................44
SECTION 704.     REPORTS BY COMPANY.........................................45

                                  ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.......45
SECTION 802.     SUCCESSOR PERSON SUBSTITUTED...............................46

                                  ARTICLE NINE

SUPPLEMENTAL INDENTURES
SECTION 901.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.........46
SECTION 902.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS............47
SECTION 903.     EXECUTION OF SUPPLEMENTAL INDENTURES.......................48
SECTION 904.     EFFECT OF SUPPLEMENTAL INDENTURES..........................48
SECTION 905.     CONFORMITY WITH TRUST INDENTURE ACT........................48
SECTION 906.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.........49

                                   ARTICLE TEN

COVENANTS
SECTION 1001.    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.................49
SECTION 1002.    MAINTENANCE OF OFFICE OR AGENCY............................49
SECTION 1003.    MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST..........49
SECTION 1004.    EXISTENCE..................................................51
SECTION 1005.    STATEMENT BY OFFICERS AS TO DEFAULT........................51
</Table>


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<Table>
<S>                                                                        <C>
SECTION 1006.    WAIVER OF CERTAIN COVENANTS................................51
SECTION 1007.    ADDITIONAL AMOUNTS.........................................51

                                 ARTICLE ELEVEN

REDEMPTION OF SECURITIES
SECTION 1101.    APPLICABILITY OF ARTICLE...................................52
SECTION 1102.    ELECTION TO REDEEM; NOTICE TO TRUSTEE......................52
SECTION 1103.    SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED..........52
SECTION 1104.    NOTICE OF REDEMPTION.......................................53
SECTION 1105.    DEPOSIT OF REDEMPTION PRICE................................53
SECTION 1106.    SECURITIES PAYABLE ON REDEMPTION DATE......................54
SECTION 1107.    SECURITIES REDEEMED IN PART................................54
SECTION 1108.    PURCHASE OF SECURITIES.....................................54

                                 ARTICLE TWELVE

SINKING FUNDS
SECTION 1201.    APPLICABILITY OF ARTICLE...................................55
SECTION 1202.    SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES......55
SECTION 1203.    REDEMPTION OF SECURITIES FOR SINKING FUND..................55

                                ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF SECURITIES
SECTION 1301.    PURPOSES FOR WHICH MEETINGS MAY BE CALLED..................56
SECTION 1302.    CALL, NOTICE AND PLACE OF MEETINGS.........................56
SECTION 1303.    PERSONS ENTITLED TO VOTE AT MEETINGS.......................56
SECTION 1304.    QUORUM; ACTION.............................................56
SECTION 1305.    DETERMINATION OF VOTING RIGHTS; CONDUCT AND
                 ADJOURNMENT OF MEETINGS....................................57
SECTION 1306.    COUNTING VOTES AND RECORDING ACTION OF MEETINGS............58
</Table>


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                                     Page v
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              INDENTURE, dated as of August 23, 2001 between HCC INSURANCE
HOLDINGS, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
13403 Northwest Freeway, Houston, Texas 77040, the Subsidiary Guarantors (as
defined herein) and First Union National Bank, a national banking association,
as Trustee (herein called the "Trustee"), the office of the Trustee at which at
the date hereof its corporate trust business is principally administered being
5847 San Felipe, Suite 1050, Houston, Texas 77057.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.
This Indenture is subject to the provisions of the Trust Indenture Act and the
rules and regulations of the Commission promulgated thereunder that are required
to be part of this Indenture and, to the extent applicable, shall be governed by
such provisions. All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

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

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

                           (3) 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.


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                                     Page 1
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         Certain terms, used principally in Article Six, are defined in Section
102.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 105.

         "Additional Amounts" means any additional amounts that are required by
the express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that 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.

         "Agent Members" has the meaning specified in Section 203.

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

         "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 the place in connection with which the term is
used or in the financial community of 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.

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

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

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

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


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                                     Page 2
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         "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

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

         "Conversion Event" has the meaning specified in Section 501.

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

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

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

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

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

         "Exchange Rate" has the meaning specified in Section 501.

         "Holder," when used with respect to any Security, means the Person in
whose name the Security is registered in the Security Register.

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

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

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

         "Judgment Currency" has the meaning specified in Section 506.


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                                     Page 3
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         "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "Obligor," on the Securities of any series means the Company, any
Subsidiary Guarantor with respect to such Securities and any successor obligor
upon the Securities of such series, and all other terms herein which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Chief Financial
Officer, Treasurer, the Controller, the Secretary or an Assistant Treasurer,
Assistant Controller or Assistant Secretary, of the Company, and delivered to
the Trustee, which certificate shall comply with Section 103 hereof.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or the Trustee, rendered, if
applicable, in accordance with Section 314(c) of the Trust Indenture Act, which
opinion shall comply with Section 103 hereof.

         "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 of a series, means,
as of the date of determination, all Securities of such series theretofore
authenticated and delivered under this Indenture, EXCEPT:

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

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

                  (i) 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;

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

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                                     Page 4
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                  (iii) 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 whether a
quorum is present at a meeting of Holders of Securities, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (b) the principal amount of a Security
denominated in a foreign currency shall be the U.S. dollar equivalent,
determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such Security
and (c) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

         "Paying Agent" means any Person, which may include the Company,
authorized by the Company to pay the principal of (and premium, if any) and
interest on or Additional Amounts with respect to any one or more series of
Securities on behalf of the Company.

         "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 any other entity of any kind.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if
any)and interest on and any Additional Amounts with respect to the Securities of
that series are payable as specified in accordance with Section 301 subject to
the provisions of Section 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 shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

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


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                                     Page 5
<PAGE>   13


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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301, or, if not so specified, the last day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.

         "Required Currency" has the meaning specified in Section 506.

         "Responsible Officer," when used with respect to the Trustee, means any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, and
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

         "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, acting in its
capacity as custodian with respect to the Securities of such series, or any
successor entity thereto.

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

         "Special Record Date" for the payment of any Defaulted Interest on the
Securities of 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 as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

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

         "Subsidiary Guarantee" means a full and unconditional guarantee by a
Subsidiary Guarantor of the obligations of the Company with respect to the
Securities of a series, which guarantee shall be on the basis, and subject to he
terms and conditions, as may be specified as contemplated by Section 301 in
connection with the issuance of the Securities of such series.


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                                     Page 6
<PAGE>   14


         "Subsidiary Guarantor" means each of (i) the Persons so identified on
the signature page of this Indenture or any indenture supplemental hereto who,
pursuant to the terms of any series of Securities, are to provide a Subsidiary
Guarantee with respect to that series of Securities, (ii) any other Person that
executes a Subsidiary Guarantee with respect to a series of Securities in
accordance with the provisions thereof and (iii) their respective successors and
assigns, to the extent specified in the Subsidiary Guarantees.

         "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, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 905. "United States" means the United States of America (including the
states and the District of Columbia) and its "possessions," which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

         "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.

         "U.S. Government Obligations" has the meaning specified in Section 401.

         "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

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

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

SECTION 102. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture have
the following meanings:

         "Bankruptcy Act" means the Bankruptcy Act or Title 11 of the United
States Code.


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                                     Page 7
<PAGE>   15


         "indenture securities" means the Securities.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

         "obligor" on the indenture securities means the company or any other
obligor on the Securities.

         All terms used in this Indenture that are defined by the Trust
Indenture Act, defined by Trust Indenture Act reference to another statute or
defined by Commission rule under the Trust Indenture Act and not otherwise
defined herein have the meanings assigned to them therein.

SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.

         Except as otherwise expressly provided by this Indenture, 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 (including
any covenants the compliance with which constitutes a condition precedent)
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any (including any covenants the
compliance with which constitutes a condition precedent) 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 shall include

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

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

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

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

SECTION 104. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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



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                                     Page 8
<PAGE>   16

other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

SECTION 105. ACTS OF HOLDERS; RECORD DATES.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Holders maybe embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Holders in
         person or by an agent duly appointed in writing. Except as herein
         otherwise expressly provided, such action shall become effective when
         such instrument or instruments or record thereof 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 and so voting at any such meeting. Proof of execution of
         any such instrument or of a writing appointing any such agent, or the
         holding of any Person of a Security, shall be sufficient for any
         purpose of this Indenture and (subject to Section 601) conclusive in
         favor of the Trustee and the Company, if made in the manner provided in
         this Section. The record of any meeting of Holders of Securities shall
         be proved in the manner provided in Section 1306.

         The Company may set in advance a record date for purposes of
determining the identity of Holders of Securities entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture. If a
record date is fixed, those Persons who were Holders of Outstanding Securities
at the close of business on such record date (or their duly designated proxies),
and only those Persons, shall be entitled with respect to such Securities to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such Persons continue to be Holders after such record
date. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice thereof to be given to the
Trustee in writing in the manner provided in Section 106 and to the relevant
Holders as set forth in Section 107.

                  (b) The fact and date of the execution by any Person of any
         such instrument or writing may be proved by the affidavit of a witness
         of such execution or by a certificate of a notary public or other
         officer authorized bylaw to take acknowledgments of deeds, certifying
         that the individual signing such instrument or writing acknowledged to
         him the execution thereof. Where such execution is by a signer acting
         in a capacity other than his individual capacity, such


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                                     Page 9
<PAGE>   17

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

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

                  (d) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act of the Holder of any Security shall bind
         every future Holder of the same Security and the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof in respect of anything done,
         omitted or suffered to be done by the Trustee or the Company in
         reliance thereon, whether or not notation of such action is made upon
         such Security. Any Holder or subsequent Holder may revoke the request,
         demand, authorization, direction, notice, consent or other Act as to
         his Security or portion of his Security; PROVIDED, HOWEVER, that such
         revocation shall be effective only if the Trustee receives the notice
         of revocation before the date the Act becomes effective.

SECTION 106. NOTICES, ETC., TO TRUSTEE, COMPANY AND SUBSIDIARY GUARANTORS.

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

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

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

SECTION 107. NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of Securities of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at the address of such Holder as it appears
in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause it shall be impracticable to give such notice to
Holders of Securities by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case in which notice to Holders of Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Security, shall affect the sufficiency
of such notice with respect to other Holders of Securities.


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                                     Page 10
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         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 108. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 109. 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 110. SUCCESSORS AND ASSIGNS.

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

SECTION 111. SEPARABILITY CLAUSE.

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

SECTION 112. BENEFITS OF INDENTURE.

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

SECTION 113. GOVERNING LAW.

         This Indenture, any Subsidiary Guarantees and the Securities shall be
governed by and construed in accordance with the laws of the State of New York,
but without giving effect to applicable principles of conflicts of law to the
extent the application of the laws of another jurisdiction would be required
thereby.

SECTION 114. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal and interest (and premium and Additional


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                                     Page 11
<PAGE>   19

Amounts, if any) need not be made at such Place of Payment on such date, but
maybe made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, PROVIDED that no interest shall accrue with
respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 115. CORPORATE OBLIGATION.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

         The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If temporary Securities of
any series are issued in global form as permitted by Section 304, the form
thereof shall be established as provided in the preceding sentence. A copy of
the Board Resolution establishing the form or forms of Securities of any series
(or any such temporary global Security), including a copy of the approved form
of Securities, 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 (or any such temporary global Security). The definitive
Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers
executing such Securities, as evidenced by their execution thereof.

SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         The Trustee's certificate of authentication shall be in substantially
the following form: "This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
[___________________________], AS TRUSTEE By AUTHORIZED SIGNATORY."

SECTION 203. SECURITIES IN GLOBAL FORM.

         If Securities of a series are issuable in global form, as contemplated
by Section 301, then, notwithstanding clause (10) of Section 301 and the
provisions of Section 302, any such Security shall


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                                     Page 12
<PAGE>   20
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 from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner and upon instructions given by such Person or Persons as shall be
specified in such Security or in a Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 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 in such Security or in the applicable Company
Order. With respect to the Securities of any series that are represented by a
Security in global form, the Company authorizes the execution and delivery by
the Trustee of a letter of representation or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed with
respect to such global Security. Any Security in global form may be deposited
with the Depositary or its nominee, or may remain in the custody of the Security
Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar
agreement between the Trustee and the Depositary. If a Company Order pursuant to
Section 303 or 304 has been, or simultaneously is, delivered, any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 103
and need not be accompanied by an Opinion of Counsel.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Security issued in
global form held on their behalf by the Depositary, or the Security Custodian as
its custodian, or under such global Security, and the Depositary may be treated
by the Company, the Security Custodian and any agent of the Company or the
Trustee as the absolute owner of such global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a
Security of any series issued in global form may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of such series
is entitled to take under this Indenture or the Securities of such series and
(ii) nothing herein shall prevent the Company, the Security Custodian or any
agent of the Company or the Security Custodian, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a beneficial
owner of any Security.

         Notwithstanding Section 305, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are 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, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in an aggregate principal amount equal to
the principal amount of 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 from time to time in accordance
with instructions given to the Trustee and the Depositary (which instructions
shall be in writing but need not comply with Section 103 or be accompanied by an
Opinion of Counsel) by the 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 in part, for
definitive


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                                     Page 13
<PAGE>   21
Securities of the same series without charge and the Trustee shall authenticate
and deliver, in exchange for each portion of such permanent global Security, a
like aggregate principal amount of other definitive Securities oft he same
series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of that series is to be redeemed and ending
on the relevant Redemption Date. Promptly following any such exchange in part,
such permanent global Security marked to evidence the partial exchange shall be
returned by the Trustee to the Depositary or such other depositary referred to
above in accordance with the instructions of the Company referred to above. If a
definitive 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 Security,
but will be payable on such Interest Payment Date or proposed 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.

         Notwithstanding Section 305, except as otherwise specified as
contemplated by Section 301, transfers of a Security issued in global form shall
be limited to transfers of such global Security in whole, but not in part, to
the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Security issued in global form may be transferred in
accordance with the rules and procedures of the Depositary. Securities of any
series shall be transferred to all beneficial owners of a global Security of
such series in exchange for their beneficial interests in that global Security
if, and only if, either (1) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the global Security of such
series and a successor Depositary is not appointed by the Company within 90 days
of such notice, (2) an Event of Default has occurred with respect to such series
and is continuing and the Security Registrar has received a request from the
Depositary or the Trustee to issue Securities of such series in lieu of all or a
portion of that global Security (in which case the Company shall deliver
Securities of such series within 30 days of such request) or (3) the Company
determines not to have the Securities of such series represented by a global
Security.

         In connection with any transfer of a portion of the beneficial interest
in a global Security of any series to beneficial owners pursuant to this Section
203, the Security Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the global Security of that series in an
amount equal to the principal amount of the beneficial interest in the global
Security of that series to be transferred, and the Company shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities of that series shall authenticate and deliver, one or more
Securities of the same series of like tenor and amount.

         In connection with the transfer of all the beneficial interests in a
global Security of any series to beneficial owners pursuant to this Section 203,
the global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the global Security, an equal aggregate principal
amount of Securities of that series of authorized denominations. Neither the
Company nor the Trustee will have any responsibility or liability for any



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                                     Page 14
<PAGE>   22
aspect of the records relating to, or payments made on account of, Securities of
any series by the Depositary, or for maintaining, supervising or reviewing any
records of the Depositary relating to such Securities.

         Neither the Company nor the Trustee shall be liable for any delay by
the related global Security Holder or the Depositary in identifying the
beneficial owners, and each such Person may conclusively rely on, and shall be
protected in relying on, instructions from such global Security Holder or the
Depositary for all purposes (including with respect to the registration and
delivery, and the respective principal amounts, of the Securities to be issued).

         The provisions of the last sentence of Section 303 shall apply to any
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 103 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 Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest on and any Additional Amounts with respect to any
Security in permanent global form shall be made to the Person or Persons
specified therein.

         Global Securities may be issued in either temporary or permanent form.
Permanent global Securities will be issued in definitive form.

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

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

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


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                                     Page 15
<PAGE>   23

                  (3) 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, and, if so, whether
         beneficial owners of interests in any such global Security may exchange
         such interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur, if other than in the manner provided in
         Section 203, and the Depositary for any global Security or Securities
         of such series;

                  (4) the manner in which any interest payable on a temporary
         global Security on any Interest Payment Date will be paid if other than
         in the manner provided in Section 304;

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

                  (6) the rate or rates, or the method of determination thereof,
         at which the Securities of the series shall bear interest, if any,
         whether and under what circumstances Additional Amounts with respect to
         such Securities shall be payable, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and, if other than as set forth in Section
         101, the Regular Record Date for the interest payable on any Securities
         on any Interest Payment Date;

                  (7) the place or places where, subject to the provisions of
         Section 1002, the principal of (and premium, if any), any interest on
         and any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (8) the period or periods within which, the price or prices
         (whether denominated in cash, securities or otherwise) at which and the
         terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part, at the option of the Company, if the
         Company is to have that option, and the manner in which the Company
         must exercise any such option if different from those set forth herein;

                  (9) the obligation, if any, of the Company to redeem or
         purchase Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices (whether
         denominated in cash, securities or otherwise) at which and the terms
         and conditions upon which Securities of the series shall be redeemed or
         purchased in whole or in part pursuant to such obligation;

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

                  (11) the currency or currencies (including composite
         currencies) if other than Dollars, or the form, including equity
         securities, other debt securities (including Securities), warrants or
         any other securities or property of the Company or any other Person, in
         which payment of the principal of (and premium, if any), and interest
         on and any Additional Amounts with respect to the Securities of the
         series shall be payable;

                  (12) if the principal of (and premium, if any) or interest on
         or any Additional Amounts with Respect to the Securities of the series
         are to be payable, at the election of the


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                                     Page 16
<PAGE>   24
         Company or a Holder thereof, in a currency or currencies (including
         composite currencies) other than that in which the Securities are
         stated to be payable, the currency or currencies (including composite
         currencies) in which payment of the principal of (and premium, if any)
         and interest on, and any Additional Amounts with respect to, Securities
         of such series as to which such election is made shall be payable, and
         the periods within which and the terms and conditions upon which such
         election is to be made;

                  (13) if the amount of payments of principal of (and premium,
         if any), any interest on and any Additional Amounts with respect to the
         Securities of the series may be determined with reference to any
         commodities, currencies or indices, values, rates or prices or any
         other index or formula, the manner in which such amounts shall be
         determined;

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

                  (15) any additional means of satisfaction and discharge of
         this Indenture with respect to Securities of the series pursuant to
         Section 401, any additional conditions to discharge pursuant to Section
         401 or 403 and the application, if any, of Section 403;

                  (16) any deletions or modifications of or additions to the
         definitions set forth in Section 101, the Events of Default set forth
         in Section 501 or covenants of the Company set forth in Article Ten
         pertaining to the Securities of the series;

                  (17) if the Securities of the series are to be convertible
         into or exchangeable for equity securities, other debt securities
         (including Securities), warrants or any other securities or property of
         the Company or any other Person, at the option of the Company or the
         Holder or upon the occurrence of any condition or event, the terms and
         conditions for such conversion or exchange; and

                  (18) whether the Securities of the initial series shall be
         issued upon a senior subordinated basis and, if so, the subordination
         provisions applicable to such series (and any related Subsidiary
         Guarantees) and to any other series that may be issued thereafter;

                  (19) whether the Securities of the series shall be guaranteed
         by one or more Subsidiary Guarantors and, if so, the terms of the
         Subsidiary Guarantees, including the circumstances in which such
         Subsidiary Guarantees may be released; and

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

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


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                                     Page 17
<PAGE>   25

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

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

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
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiple thereof. Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations
that are the equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency, as
such rate is reported or otherwise made available by the Federal Reserve Bank of
New York, on the applicable issue date for such Securities, of $1,000 and any
integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer or one of its Vice
Presidents, under its corporate seal reproduced thereon or affixed thereto
attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise.

         If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions or any other method
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                  (a) if the form of such Securities has been established by or
         pursuant to Board Resolution as permitted by Section 201, that such
         form has been established in conformity with the provisions of this
         Indenture;


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                                     Page 18
<PAGE>   26

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

                  (c) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute legal,
         valid and binding obligations of the Company, enforceable in accordance
         with their terms, except as such enforcement is subject to the effect
         of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or
         other laws relating to or affecting creditors' rights and (ii) general
         principles of equity (regardless of whether such enforcement is
         considered in a proceeding in equity or at law).

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

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security, a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 103 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

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

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), 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


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                                     Page 19
<PAGE>   27
to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations. 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.

         All Outstanding 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.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities of such series. The Trustee is hereby initially
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

         Except as set forth in Section 203 or as may be provided pursuant to
Section 301, upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series and of like tenor, of any authorized denominations and of a like
aggregate principal amount.

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

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

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

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


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                                     Page 20
<PAGE>   28

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

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security is surrendered to the Trustee, together with,
in appropriate cases, such security or indemnity as may be required by the
Trustee to save each of the Company, the Trustee and 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 of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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


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                                     Page 21
<PAGE>   29

by the Company by check mailed or delivered to the address of any Person
entitled thereto as such address shall appear in the Security Register, at the
expense of the Company.

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

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this Clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. The Trustee may, in its discretion, in the name
         and at the expense of the Company, cause a similar notice to be
         published at least once in an Authorized Newspaper, but such
         publication shall not be a condition precedent to the establishment of
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

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

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture, upon registration of transfer of, 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.



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                                     Page 22
<PAGE>   30

SECTION 308. PERSONS DEEMED OWNERS.

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

SECTION 309. CANCELLATION.

         All Securities surrendered for payment, redemption, 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.
All Securities so delivered shall be promptly cancelled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order; PROVIDED
that the Trustee shall not be required to destroy such Securities.

SECTION 310. COMPUTATION OF INTEREST.

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

SECTION 311. CUSIP NUMBERS.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Request cease to be of further effect
with respect to Securities of a series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of such series, when

         (1) either


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                                     Page 23
<PAGE>   31


                           (A) all Securities of such series theretofore
                  authenticated and delivered (other than (i) Securities which
                  have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 306, and (ii)
                  Securities for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                           (B) with respect to all Outstanding Securities of
                  such series not theretofore delivered to the Trustee for
                  cancellation, the Company has deposited or caused to be
                  deposited with the Trustee as trust funds, under the terms of
                  an irrevocable escrow agreement in form and substance
                  satisfactory to the Trustee, money or U.S. Government
                  Obligations maturing as to principal and interest in such
                  amounts and at such times as will (together with the income to
                  accrue thereon and without consideration of any reinvestment
                  thereof) be sufficient to pay and discharge (with such
                  delivery in trust to be for the stated purpose of paying and
                  discharging) the entire indebtedness on all Outstanding
                  Securities of such series not theretofore delivered to the
                  Trustee for cancellation for principal (and premium and
                  Additional Amounts, if any) and interest to the Stated
                  Maturity or any Redemption Date contemplated by the
                  penultimate paragraph of this Section, as the case may be; or

                           (C) the Company has properly fulfilled such other
                  means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the
                  Securities of such series;

                  (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series;

                  (3) the Company has complied with any other conditions
         specified pursuant to Section 301 to be applicable to the discharge of
         Securities of such series pursuant to this Section 401;

                  (4) 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 with respect to the Outstanding Securities
         of such series have been complied with;

                  (5) if the conditions set forth in Section 401(1)(A) have not
         been satisfied, and unless otherwise specified pursuant to Section 301
         for the Securities of such series, the Company has delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of
         Securities of such series will not recognize income, gain or loss for
         United States federal income tax purposes as a result of such deposit,
         satisfaction and discharge and will be subject to United States federal
         income tax on the same amount and in the same manner and at the same
         time as would have been the case if such deposit, satisfaction and
         discharge had not occurred; and

                  (6) no Default or Event of Default with respect to the
         Securities of such issue shall have occurred and be continuing on the
         date of such deposit or, insofar as clauses (5) or (6) of Section 501
         are concerned, at any time in the period ending on the 91st day after
         the date of such


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                                     Page 24
<PAGE>   32

         deposit (it being understood that this condition shall not be deemed
         satisfied until the expiration of such period).

         For the purposes of this Indenture, "U.S. Government Obligations" means
direct non-callable obligations of, or non-callable obligations the payment of
principal of and interest on which is guaranteed by, the United States of
America, or to the payment of which obligations or guarantees the full faith and
credit of the United States of America is pledged, or beneficial interests in a
trust the corpus of which consists exclusively of money or such obligations or a
combination thereof.

         If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory sinking fund requirement, the trust
agreement referred to in subclause (B) of clause (1) of this Section shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Outstanding Securities of such series pursuant to this Section
401, the obligations of the Company to the Trustee under Section 607,the
obligations to any Authenticating Agent under Section 614 and, except for a
discharge pursuant to subclause (A) of clause (1) of this Section, the
obligations of the Company under Sections 305, 306, 404, 610(e), 701, 1001
and1002 and the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent(including
the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
and Additional Amounts for the payment of which such money has been deposited
with the Trustee.

SECTION 403. DISCHARGE OF LIABILITY ON SECURITIES OF ANY SERIES.

         If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of such
series, the obligation of the Company under this Indenture and the Securities of
such series to pay the principal of (and premium, if any) and interest on and
any Additional Amounts with respect to Securities of such series, shall cease,
terminate and be completely discharged and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging such satisfaction and
discharge, when

                  (1) the Company has complied with the provisions of Section
         401 (other than any additional conditions specified pursuant to
         Sections 301 and 401(3) and except that the Opinion of Counsel referred
         to in Section 401(5) shall state that it is based on a ruling by the
         Internal Revenue Service or other change since the date hereof under
         applicable Federal income tax law) with respect to all Outstanding
         Securities of such series,


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                                     Page 25
<PAGE>   33


                  (2) the Company has delivered to the Trustee a Company Request
         requesting such satisfaction and discharge,

                  (3) the Company has complied with any other conditions
         specified pursuant to Section 301 to be applicable to the discharge of
         Securities of such series pursuant to this Section 403, and

                  (4) 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 discharge of the
         indebtedness on the Outstanding Securities of such series have been
         complied with.

         Upon the satisfaction of the conditions set forth in this Section with
respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; PROVIDED that, the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law or pursuant to Section 305 or 306.

SECTION 404. REINSTATEMENT

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations deposited with respect to Securities of any series in
accordance with Section 401 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 with respect to the Securities of such series and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 401 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 401; PROVIDED, HOWEVER, that if the Company has made any
payment of principal of (or premium, if any), or interest on or any Additional
Amounts with respect to any Securities 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 U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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


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                  (1) default in the payment of any interest on or any
         Additional Amounts with respect to any Security of that series when
         such interest or Additional Amounts become due and payable, and
         continuance of such default for a period of 30 days; or

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

                  (3) default in the deposit of any mandatory sinking fund
         payment, when and as due by the terms of a Security of that series and
         continuance of such default for a period of 30 days; or

                  (4) default in the performance or breach of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with or which has expressly been
         included in this Indenture solely for the benefit of one or more series
         of Securities other than that series), and continuance of such default
         or breach for a period of 90 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 25% in principal
         amount of all Outstanding Securities a written notice specifying such
         default or breach and requiring it to be remedied and stating that such
         notice is a "Notice of Default" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or State law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

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

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


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         Notwithstanding the foregoing provisions of this Section 501, if the
         principal of (and premium, if any) or any interest on, or Additional
         Amounts with respect to, any Security is payable in a currency or
         currencies (including a composite currency) other than Dollars and such
         currency (or currencies) is(or are) not available to the Company for
         making payment thereof due to the imposition of exchange controls or
         other circumstances beyond the control of the Company (a "Conversion
         Event"), the Company will be entitled to satisfy its obligations to
         Holders of the Securities by making such payment in Dollars in an
         amount equal to the Dollar equivalent of the amount payable in such
         other currency, as determined by the Company by reference to the noon
         buying rate in The City of New York for cable transfers for such
         currency ("Exchange Rate"), as such Exchange Rate is certified for
         customs purposes by the Federal Reserve Bank of New York on the date of
         such payment, or, if such rate is not then available, on the basis of
         the most recently available Exchange Rate. Notwithstanding the
         foregoing provisions of this Section 501, any payment made under such
         circumstances in Dollars where the required payment is in a currency
         other than Dollars will not constitute an Event of Default under this
         Indenture. Promptly after the occurrence of a Conversion Event with
         respect to Securities of any series, the Company shall give written
         notice thereof to the Trustee; and the Trustee, promptly after receipt
         of such notice, shall give notice thereof in the manner provided in
         Section 107 to the Holders of such series. Promptly after the making of
         any payment in Dollars as a result of a Conversion Event with respect
         to Securities of any series, the Company shall give notice in the
         manner provided in Section 107 to the Holders of such series, setting
         forth the applicable Exchange Rate and describing the calculation of
         such payments.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to any Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of (i) the series affected by such default (in the case
of an Event of Default described in clause (1), (2), (3) or (7) of Section
501)or (ii) all series of Securities (subject to the immediately following
sentence, in the case of an Event of Default described in clause (4) of Section
501) may declare the principal amount (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) of all of the Securities of the series
affected by such default or all series, as the case may be, to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of
Default described in clause (5) or (6) of Section 501 shall occur, the principal
amount of the Outstanding Securities of all series IPSO FACTO shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder.

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

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


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                           (A) all overdue interest on, and any Additional
                  Amounts with respect to, all Securities of that series (or of
                  all series, as the case may be),

                           (B) the principal of (and premium, if any, on) any
                  Securities of that series (or of all series, as the case may
                  be) which have become due otherwise than by such declaration
                  of acceleration and interest thereon at the rate or rates
                  prescribed therefor in such Securities (in the case of
                  Original Issue Discount Securities, the Securities' Yield to
                  Maturity),

                           (C) to the extent that payment of such interest is
                  lawful, interest upon overdue interest and any Additional
                  Amounts at the rate or rates prescribed therefor in such
                  Securities (in the case of Original Issue Discount Securities,
                  the Securities' Yield to Maturity), and

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

         and

                  (2) all Events of Default with respect to Securities of that
         series (or of all series, as the case may be), other than the
         non-payment of the principal of Securities of that series (or of all
         series, as the case may be) which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 512.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 on, or any Additional Amounts with respect to, any Security of
         any series when such interest or Additional Amounts shall have become
         due and payable and such default continues for a period of 30 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and Additional
Amounts and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest and Additional Amounts, at the rate or rates prescribed
therefor in such Securities (or in the case of Original Issue Discount
Securities, the Securities' Yield to Maturity), 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.


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

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this 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 (or lesser amount
in the case of Original Issue Discount Securities) of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal (and premium, if any), interest or any
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

                  (ii) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same
         after deduction of its charges and expenses to the extent such charges
         and expenses are not paid out of the estate in any such proceeding;

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

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceedings; PROVIDED, HOWEVER,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official.


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

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

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

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

         To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to the Securities of any
series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
New York Business Day next preceding that on which final judgment is given.
Neither the Company nor the Trustee shall be liable for any shortfall nor shall
it benefit from any windfall in payments to Holders of Securities under this
Section caused by a change in exchange rates between the time the amount of a
judgment against it is calculated as above and the time the Trustee converts the
Judgment Currency into the Required Currency to make payments under this Section
to Holders of Securities, but payment of such judgment shall discharge all
amounts owed by the Company on the claim or claims underlying such judgment.

SECTION 507. LIMITATION ON SUITS.

         Subject to Section 508, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


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

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

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL PREMIUM AND
             INTEREST.

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

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder of any Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, then and in every
such case the Company, the Trustee and the Holders 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 in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and

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every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

         With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such 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, relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 501, and with respect to all Securities
the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time, method and place of conducting any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, not relating to or arising under such an Event of Default, PROVIDED
that in each such case

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

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

                  (3) the Trustee need not take any action which might involve
         it in personal liability or be unduly prejudicial to the Holders not
         joining in such direction.

SECTION 513. WAIVER OF PAST DEFAULTS.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, and the Holders of a majority in principal amount of all
Outstanding Securities may on behalf of the Holders of all Securities waive any
other past default hereunder and its consequences, except in each case a default

                  (1) in the payment of the principal of (or premium, if any) or
         interest on, or any Additional Amounts with respect to, any Security,
         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 affected.


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

SECTION 514. UNDERTAKING FOR COSTS.

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

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Except during the continuance of an Event of Default with
         respect to the Securities of any series,

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

                           (2) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall


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                  be under a duty to examine the same to determine whether or
                  not they conform to the requirements of this Indenture, but
                  shall not be required to confirm or investigate the accuracy
                  of mathematical calculations or other facts stated therein.

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

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

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

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

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

                            (4) no provision of this Indenture shall require the
                   Trustee to expend or risk its own funds or otherwise incur
                   any financial liability in the performance of any of its
                   duties hereunder, or in the exercise of any of its rights or
                   powers, if it shall have reasonable grounds for believing
                   that repayment of such funds or indemnity satisfactory to it
                   against such risk or liability is not assured to it.

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

SECTION 602. NOTICE OF DEFAULTS.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall give notice of such
default hereunder known to the Trustee to all Holders of Securities of such
series in the manner provided in Section 107, unless such default shall have
been cured or waived; PROVIDED, HOWEVER, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on, or any
Additional Amounts with respect to, any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith


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determines that the withholding of such notice is in the interest of the Holders
of Securities of such series; AND PROVIDED, FURTHER, that in the case of any
default of the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section, the term
"default" means any event, act or condition which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of
such series.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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

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

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

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

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

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, 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 at the sole cost of the Company and shall incur no
         liability or additional liability of any kind by reason of such inquiry
         or investigation;

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and, except for any Affiliates


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<PAGE>   44

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

                  (h) the Trustee shall not be deemed to know of any Default or
         Event of Default unless the Trustee shall have received notice thereof
         as provided in Section 106 hereof or a trust officer of the Trustee
         shall have actual knowledge thereof.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

SECTION 605. MAY HOLD SECURITIES.

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

SECTION 606. MONEY HELD IN TRUST.

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

SECTION 607. COMPENSATION AND REIMBURSEMENT.

         The Company agrees

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

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

                  (3) to indemnify the Trustee and each of its directors,
         officers, employees, agents and/or representatives for, and to hold
         each of them harmless against, any loss, liability or expense
         (including taxes, other than taxes based upon or determined or measured
         by the income of the Trustee) incurred without negligence or bad faith
         on each of their part, arising out of or in connection with the
         acceptance or administration of the trust or trusts hereunder,
         including the


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                                     Page 37
<PAGE>   45

         costs and expenses of defending themselves against any claim or
         liability in connection with the exercise or performance of any of the
         Trustee's powers or duties hereunder.

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

         The Trustee shall promptly notify the Company of any claim for which
the Trustee may seek indemnity, including costs and expenses of defending itself
against any claim for liability arising from the exercise or performance of any
of its powers or duties hereunder. The failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder unless such
failure results in the forfeiture by the Company of substantive rights or
defenses. The Company will be entitled to participate in any proceeding and, to
the extent that it may wish, to assume the defense thereof, at its expense, with
counsel reasonably satisfactory to the Trustee; provided, however, that if (i)
the use of counsel chosen by the Company to represent the Trustee would present
such counsel with a conflict of interest, (ii) the defendants in any such action
include both the Company and the Trustee and the Trustee shall have been advised
by counsel that there may be one or more legal defenses available to it that are
different from or additional to those available to the Company, or (iii) the
Company shall not have employed counsel reasonably satisfactory to the Trustee
to represent the Trustee within a reasonable time after receipt by the Company
of notice of the institution of such action, then, in each such case, the
Company shall not have the right to direct the defense of such action on behalf
of the Trustee and the Trustee shall have the right to select separate counsel
to defend such action at the Company's expense. If the Company assumes the
defense in any such proceeding and the Trustee elects to have separate counsel
participate in such proceeding, except as otherwise provided by this paragraph,
the Trustee shall be solely responsible for the fees and expenses of such
counsel.

         Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in clause (5) or (6) of
Section 501 shall constitute expenses and compensation for services of
administration under all applicable federal or state bankruptcy, insolvency,
reorganization or other similar laws.

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

SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS.

                  (a) If the Trustee has or shall acquire any conflicting
         interest, as defined in this Section, with respect to the Securities of
         any series, it shall, within 90 days after ascertaining that it has
         such conflicting interest, either eliminate such conflicting interest
         or resign with respect to the Securities of that series in the manner
         and with the effect hereinafter specified in this Article.

                  (b) In the event that the Trustee shall fail to comply with
         the provisions of Subsection (a) of this Section with respect to the
         Securities of any series, the Trustee shall, within 10 days after the
         expiration of such 90-day period, transmit by mail to all Holders of
         Securities of that series, as their names and addresses appear in the
         Security Register, notice of such failure.

                  (c) For the purposes of this Section, the term "conflicting
         interest" shall have the meaning specified in Section 310(b) of the
         Trust Indenture Act and the Trustee shall comply with


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         Section 310(b) of the Trust Indenture Act; PROVIDED that there shall be
         excluded from the operation of Section 310(b)(1) of the Trust Indenture
         Act with respect to the Securities of any series any indenture or
         indentures under which other securities, or certificates of interest or
         participation in other securities, of the Company are outstanding, if
         the requirements for such exclusion set forth in Section 310(b)(1) of
         the Trust Indenture Act are met. For purposes of the preceding
         sentence, the optional provision permitted by the second sentence of
         Section 310(b)(9) of the Trust Indenture Act shall be applicable.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. 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.

         The Indenture shall always have a Trustee who satisfies the
requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust
Indenture Act.

SECTION 610. 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 611.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by a successor Trustee
         required by Section 611 shall not have been delivered to the resigning
         Trustee within 30 days after the giving of such notice of resignation,
         the resigning Trustee may petition any court of competent jurisdiction
         for the appointment of a successor Trustee with respect to the
         Securities of such series.

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

                  (d) If at any time:

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


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<PAGE>   47


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

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

         then, in any such case, (i) the Company by a Board Resolution may
         remove the Trustee with respect to all Securities, or (ii) subject to
         Section 513, any Holder who has been a bona fide Holder of a Security
         for at least six months may, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the removal of the Trustee with respect to all Securities and the
         appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
         incapable of acting, or if a vacancy shall occur in the office of
         Trustee for any cause, with respect to the Securities of one or more
         series, the Company, by a Board Resolution, shall promptly appoint a
         successor Trustee or Trustees with respect to the Securities of that or
         those series (it being understood that any such successor Trustee may
         be appointed with respect to the Securities of one or more or all of
         such series and that at any time there shall be only one Trustee with
         respect to the Securities of any particular series) and such successor
         Trustee or Trustees shall comply with the applicable requirements of
         Section 611. If no successor Trustee with respect to the Securities of
         any series shall have been so appointed by the Company and accepted
         appointment in the manner required by Section 611, any Holder who has
         been a bona fide Holder of a Security of such series for at least six
         months may, on behalf of himself and all others similarly situated,
         petition any court of competent jurisdiction for the appointment of a
         successor Trustee with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and each
         removal of the Trustee with respect to the Securities of any series and
         each appointment of a successor Trustee with respect to the Securities
         of any series by mailing written notice of such event by first-class
         mail, postage prepaid, to all Holders of Securities of such series as
         their names and addresses appear in the Security Register. Each notice
         shall include the name of the successor Trustee with respect to the
         Securities of such series and the address of its Corporate Trust
         Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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


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                  (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.

                  (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 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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


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SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent indicated therein.

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

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

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

         An Authenticating Agent for any series of Securities may resign at any
time by giving written notice thereof to the Trustee and to the Company. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee for such series of
Securities may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders as their names and addresses
appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.



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<PAGE>   50

        The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

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

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

                                        [NAME OF TRUSTEE],
                                        AS TRUSTEE



                                        By:
                                            -----------------------------------
                                                  AS AUTHENTICATING AGENT



                                        By:
                                            -----------------------------------
                                                  AUTHORIZED SIGNATORY."


         Notwithstanding any provision of this Section 614 to the contrary, if
at any time any Authenticating Agent appointed hereunder with respect to any
series of Securities shall not also be acting as the Security Registrar
hereunder with respect to any series of Securities, then, in addition to all
other duties of an Authenticating Agent hereunder, such Authenticating Agent
shall also be obligated: (i) to furnish to the Security Registrar promptly all
information necessary to enable the Security Registrar to maintain at all times
an accurate and current Security Register; and (ii) prior to authenticating any
Security denominated in a foreign currency, to ascertain from the Company the
units of such foreign currency that are required to be determined by the Company
pursuant to Section 302

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

                  (a) semi-annually, not more than 15 days after each Regular
         Record Date relating to that series (or, if there is no Regular Record
         Date relating to that series, on January 1 and July 1),



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<PAGE>   51

         a list, in such form as the Trustee may reasonably require, of the
         names and addresses of the Holders of that series as of such dates, and

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content, such list to be dated as of a date
         not more than 15 days prior to the time such list is furnished;
         PROVIDED, that so long as the Trustee is the Security Registrar, the
         Company shall not be required to furnish or cause to be furnished such
         a list to the Trustee. The Company shall otherwise comply with Section
         310(a) of the Trust Indenture Act.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of Holders of each
         series contained in the most recent list furnished to the Trustee as
         provided in Section 701 and the names and addresses of Holders of each
         series received by the Trustee in its capacity as Security Registrar,
         if applicable. The Trustee may destroy any list furnished to it as
         provided in Section 701 upon receipt of a new list so furnished. The
         Trustee shall otherwise comply with Section 310(a) of the Trust
         Indenture Act.

                  (b) Holders of Securities may communicate pursuant to Section
         312(b) of the Trust Indenture Act with other Holders with respect to
         their rights under this Indenture or under the Securities.

                  (c) Every Holder of Securities, by receiving and holding the
         same, agrees with the Company, each Subsidiary Guarantor and the
         Trustee that neither the Company, any Subsidiary Guarantor nor the
         Trustee nor any agent of either of them shall be held accountable by
         reason of the disclosure of any such information as to the names and
         addresses of the Holders in accordance with Section 702(b), regardless
         of the source from which such information was derived, and that the
         Trustee shall not be held accountable by reason of mailing any material
         pursuant to a request made under Section 702(b). The Company, the
         Trustee, the Security Registrar and any other Person shall have the
         protection of Section 312(c) of the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

                  (a) Within 60 days after May 15 of each year after the
         execution of this Indenture, the Trustee shall transmit by mail to
         Holders a brief report dated as of such May 15 that complies with
         Section 313(a) of the Trust Indenture Act.

                  (b) The Trustee shall comply with Section 313(b) of the Trust
         Indenture Act.

                  (c) Reports pursuant to this Section shall be transmitted by
         mail as required by Sections 313(c) and 313(d) of the Trust Indenture
         Act:

                           (1) to all Holders of Securities, as the names and
                  addresses of such Holders appear in the Security Register;

                           (2) to such Holders of Securities as have, within the
                  two years preceding such transmissions, filed their names and
                  addresses with the Trustee for that purpose; and



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                                     Page 44
<PAGE>   52

                           (3) except in the case of reports pursuant to
                  Subsection (b) of this Section, to each Holder of a Security
                  whose name and address is preserved at the time by the
                  Trustee, as provided in Section 702(a).

                  (d) A copy of each report pursuant to Subsection (a) or (b) of
         this Section 703 shall, at the time of its transmission to Holders, be
         filed by the Trustee with each stock exchange upon which any Securities
         are listed, with the Commission and with the Company. The Company will
         notify the Trustee when any Securities are listed on any stock
         exchange.

SECTION 704. REPORTS BY COMPANY.

         The Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, and shall otherwise comply with Section
314(a)of the Trust Indenture Act.

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

                  (1) the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation, partnership or
         trust and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the due and punctual payment of the principal of (and premium,
         if any) and interest on and any Additional Amounts with respect to all
         the Securities and the performance of every covenant of this Indenture
         on the part of the Company to be performed or observed;

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

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



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<PAGE>   53

SECTION 802. SUCCESSOR PERSON SUBSTITUTED.

         Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with
Section801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of such lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

                  (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (and if such covenants
         are to be for the benefit of less than all series of Securities,
         stating that such covenants are expressly being included solely for the
         benefit of such series), to convey, transfer, assign, mortgage or
         pledge any property to or with the Trustee or otherwise secure any
         series of the Securities or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
         all or any series of the Securities (and, if such Event of Default is
         applicable to less than all series of Securities, specifying the series
         to which such Event of Default is applicable); or

                  (4) to 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
         adversely affected by such change in or elimination of such provision;
         or

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

                  (6) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Section 401; PROVIDED, HOWEVER, that any such action shall not
         adversely affect the



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         interest of the Holders of Securities of such series or any other
         series of Securities in any material respect; or

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

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

                  (9) to secure the securities or any Subsidiary Guarantee
         pursuant to the terms thereof; or

                  (10) to release a Subsidiary Guarantor from its obligations
         under this Indenture and its Subsidiary Guarantee in accordance with
         the provisions hereof and thereof.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; PROVIDED, HOWEVER,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon, 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 (except as contemplated by Section 801(1) and
         permitted by Section 901(1)), or reduce the amount of the principal of
         an Original Issue Discount Security that would be due and payable upon
         a declaration of acceleration of the Maturity thereof pursuant to
         Section 502, or change any Place of Payment where, or the coin or
         currency or currencies (including composite currencies) in which, any
         Security or any premium or any interest thereon or Additional Amounts
         with respect thereto is payable, or impair the right to institute suit
         for the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or

                  (2) reduce the percentage in principal amount of Outstanding
         Securities, the consent of whose Holders is required for any such
         supplemental indenture, or the consent of whose



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         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 512
         or Section 1006, except to increase any such percentage or to provide
         with respect to any particular series the right to condition the
         effectiveness of any supplemental indenture as to that series on the
         consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 301 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby, PROVIDED,
         HOWEVER, that this clause shall not be deemed to require the consent of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1006, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(7).A supplemental indenture which changes or
         eliminates any covenant or other provision of this Indenture which has
         expressly been included solely for the benefit of one or more
         particular series of Securities, or which modifies the rights of the
         Holders of Securities of such series with respect to such covenant or
         other provision, shall be deemed not to affect the rights under this
         Indenture of the Holders of Securities of any other series.

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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



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<PAGE>   56

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 maybe
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any), interest on and any Additional Amounts with respect to the Securities
of that series in accordance with the terms of the Securities and this
Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at
anytime 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.

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

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

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



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<PAGE>   57

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

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

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on or any Additional Amounts with respect to any Security of
any series and remaining unclaimed for three years after such principal (and
premium, if any) or interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat,
or abandoned or unclaimed property law, be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust
;and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in The Borough of Manhattan, The City of New York and in
such other Authorized Newspapers as the Trustee shall deem appropriate, 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, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be repaid to the Company.



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<PAGE>   58
SECTION 1004. EXISTENCE.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

SECTION 1005. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof so long as any
Security is outstanding hereunder, an Officers' Certificate complying with
Section 314(a) of the Trust Indenture Act, stating that a review of the
activities of the Company during such year and of performance under this
Indenture has been made under the supervision of the signers thereof and whether
or not to the best of their knowledge, based upon such review, the Company is in
default in the performance, observance or fulfillment of any of its covenants
and other obligations under this Indenture, and if the Company shall be in
default, specifying each such default known to them and the nature and status
thereof. One of the officers signing the Officers' Certificate delivered
pursuant to this Section 1005 shall be the principal executive, financial or
accounting officer of the Company.

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

SECTION 1006. WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 1004, or any covenant added for the
benefit of any series of Securities as contemplated by Section 301 (unless
otherwise specified pursuant to Section 301) if before or after the time for
such compliance the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such omission (acting as one class) shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

SECTION 1007. ADDITIONAL AMOUNTS.

         If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from 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 for in this Section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.



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         If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company shall furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities and the Company will pay to such Paying Agent the
Additional Amounts required by this Section. 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 1007.

                                 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.

         Unless otherwise provided with respect to the Securities of a series as
contemplated by Section 301, the election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities of any series,
the Company shall, at least 45 days prior to the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

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


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the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series or of the
principal amount of global Securities of such series.

         The Trustee shall promptly notify the Company and the Security
Registrar 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 Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

         Notice of redemption shall be given in the manner provided in Section
107 to each Holder of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

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

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

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

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

                  (7) the "CUSIP" number, if applicable. A notice of redemption
         as contemplated by Section 107 need not identify particular Securities
         to be redeemed. Notice of redemption of Securities to be redeemed at
         the election of the Company shall be given by the Company or, at the
         Company's request, by the Trustee in the name and at the expense of the
         Company.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

         On or before 10:00 a.m., Houston, Texas time, on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, and any Additional Amounts with respect to, all the
Securities which are to be redeemed on that date.


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<PAGE>   61

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued
interest(and any Additional Amounts) to the Redemption Date; PROVIDED, HOWEVER,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security or, in the case of Original Issue Discount Securities,
the Securities' Yield to Maturity.

SECTION 1107. SECURITIES REDEEMED IN PART.

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

SECTION 1108. PURCHASE OF SECURITIES.

         Unless otherwise specified as contemplated by Section 301, the Company
and any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section309
shall apply to all Securities so delivered.


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<PAGE>   62

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

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 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.


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<PAGE>   63

                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 1302. CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
         Securities of any series for any purpose specified in Section 1301, to
         be held at such time and at such place in Houston, Texas, or in New
         York, New York, or in London, England, or in any other location, as the
         Trustee shall determine. Notice of every meeting of Holders of
         Securities of any series, setting forth the time and the place of such
         meeting and in general terms the action proposed to be taken at such
         meeting, shall be given, in the manner provided in Section 107, not
         less than 20 nor more than 180 days prior to the date fixed for the
         meeting.

                  (b) In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in aggregate principal
         amount of the Outstanding Securities of any series, shall have
         requested the Trustee for any such series to call a meeting of the
         Holders of Securities of such series for any purpose specified in
         Section 1301, by written request setting forth in reasonable detail the
         action proposed to be taken at the meeting, and the Trustee shall not
         have made the first publication of the notice of such meeting within 30
         days after receipt of such request or shall not thereafter proceed to
         cause the meeting to be held as provided herein, then the Company or
         the Holders of Securities of such series in the amount above specified,
         as the case may be, may determine the time and the place in Houston,
         Texas, or in New York, New York, or in London, England, for such
         meeting and may call such meeting for such purposes by giving notice
         thereof as provided in Subsection (a) of this Section.

SECTION 1303. PERSONS ENTITLED TO VOTE AT MEETINGS.

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

SECTION 1304. QUORUM; ACTION.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if


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convened at the request of Holders of Securities of such series, be dissolved.
In any other case, the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any
adjourned meeting shall be given as provided in Section1302(a), except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly that Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series shall
constitute a quorum.

         Except as limited by the first 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 aggregate principal amount of the Outstanding Securities of that
series; PROVIDED, HOWEVER, that, except as limited by the first proviso to
Section 902, any resolution with respect to any request, demand, authorization,
direction, notice, consent or waiver which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage that is less
than a majority in aggregate 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 aggregate principal amount of the Outstanding
Securities of that series.

         In the event any matter considered at a meeting of Holders of
Securities is a matter upon which pursuant to Section 902 requires the consent
of Holders of a majority in principal amount of the Outstanding Securities of
all series affected thereby acting as one class, then the presence of a quorum
and the adoption of a resolution shall be by a majority in aggregate principal
amount of the Outstanding Securities of all of the affected series acting as a
class.

         Except as limited by the first proviso to Section 902, 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, whether or not present or represented at the meeting.

SECTION 1305. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
              MEETINGS.

                  (a) The holding of Securities shall be proved in the manner
         specified in Section 105 and the appointment of any proxy shall be
         proved in the manner specified in Section 105. 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 105 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
         temporary chairman of the meeting, unless the meeting shall have been
         called by the Company or by Holders of Securities as provided in
         Section 1302(b), in which case the Company or the Holders of Securities
         of the series calling the meeting, as the case may be, shall appoint a
         temporary chairman. A permanent chairman and a permanent secretary of
         the meeting shall be elected 60 by


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         vote of the Persons entitled to vote a majority in aggregate 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
         and each 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 as a proxy.

                  (d) Any meeting of Holders of Securities of any series duly
         called pursuant to Section 1302 at which a quorum is present may be
         adjourned from time to time by Persons entitled to vote a majority in
         aggregate principal amount of the Outstanding Securities of such series
         represented at the meeting; and the meeting may be held as so adjourned
         without further notice.

SECTION 1306. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in 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 such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                      * * *

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


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<PAGE>   66

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

                                       HCC INSURANCE HOLDINGS, INC.


                                       By
                                          ----------------------------------
                                       Name: Edward H. Ellis, Jr.
                                       Title: Sr. Vice President, Chief
                                                Financial Officer



                                       FIRST UNION NATIONAL BANK, Trustee


                                       By
                                          ----------------------------------
                                       Name:    Kevin M. Dobrava
                                       Title:   Vice President



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