<PAGE>   1
                                                                    Exhibit 4.10





                                    INDENTURE

                                      AMONG

                   STARWOOD HOTELS & RESORTS WORLDWIDE, INC.,

                                   AS ISSUER,

                 THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

                                 AS GUARANTORS,

                                       AND

                          ___________________________,

                                   AS TRUSTEE

                         DATED AS OF _____________, 200_

                               $ _________________


                    [ZERO COUPON] CONVERTIBLE [SENIOR] NOTES

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                                                 TABLE OF CONTENTS
                                                                                                               Page
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<S>                <C>                                                                                         <C>
                                                     ARTICLE 1

                                     DEFINITIONS AND INCORPORATION BY REFERENCE

   Section 1.01.   Definitions....................................................................................1
   Section 1.03.   Incorporation by Reference of Trust Indenture Act..............................................9
   Section 1.04.   Rules of Construction.........................................................................10

                                                     ARTICLE 2

                                                   THE SECURITIES

   Section 2.01.   Form of Securities............................................................................10
   Section 2.02.   Title and Terms...............................................................................11
   Section 2.03.   Denominations.................................................................................12
   Section 2.04.   Forms Generally...............................................................................12
   Section 2.05.   Execution, Authentication and Delivery........................................................12
   Section 2.06.   Registrar and Paying Agent....................................................................12
   Section 2.07.   Transfer and Exchange.........................................................................13
   Section 2.08.   Replacement Securities........................................................................14
   Section 2.09.   Outstanding Securities........................................................................14
   Section 2.10.   Temporary Securities; Exchange of Global Security for Definitive Securities...................15
   Section 2.11.   Book-entry Provisions for Global Securities...................................................15
   Section 2.12.   Cancellation..................................................................................16
   Section 2.13.   Special Transfer Provisions...................................................................16
   Section 2.14.   CUSIP Numbers.................................................................................19
   Section 2.15.   Legend on Restricted Securities...............................................................20
   Section 2.16.   Tax Treatment of Securities...................................................................20

                                                     ARTICLE 3

                                                     REDEMPTION

   Section 3.01.   Notices to Trustee............................................................................20
   Section 3.02.   Selection of Securities To Be Redeemed........................................................21
   Section 3.03.   Notice of Redemption..........................................................................21
   Section 3.04.   Effect of Notice of Redemption................................................................22
   Section 3.05.   Deposit of Redemption Price...................................................................22
   Section 3.06.   Securities Redeemed in Part...................................................................22
   Section 3.08.   Purchase of Securities at Option of the Holder................................................22
   Section 3.09.   Repurchase of Securities at Option of the Holder upon Change in Control.......................28
   Section 3.10.   Effect of Purchase Notice or Change in Control Purchase Notice................................30
   Section 3.11.   Deposit of Purchase Price or Change in Control Purchase Price.................................32
   Section 3.12.   Securities Purchased or Repurchased in Part...................................................32
   Section 3.13.   Covenant to Comply With Securities Laws Upon Purchase or Repurchase of Securities.............32

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<S>                <C>                                                                                         <C>
   Section 3.14.   Repayment to the Issuer.......................................................................32
   Section 3.15.   Redemption or Repurchase Upon Trust Assumption Event..........................................33

                                                     ARTICLE 4

                                                     COVENANTS

   Section 4.01.   Payment of Securities.........................................................................36
   Section 4.02.   Financial Information; SEC Reports............................................................37
   Section 4.03.   Corporate Existence...........................................................................37
   Section 4.04.   Restrictions on Liens.........................................................................37
   Section 4.05.   Sale and Leaseback Transaction................................................................39
   Section 4.06.   Compliance Certificate........................................................................39
   Section 4.07.   Further Instruments and Acts..................................................................39
   Section 4.08.   Calculation of Original Issue Discount........................................................39
   Section 4.09.   Securities To Be Equally and Ratably Secured Under Pledge Agreement...........................39
   Section 4.10.   Designation of Subsidiaries...................................................................40

                                                     ARTICLE 5

                                                SUCCESSOR COMPANIES

   Section 5.01.   Merger and Consolidation......................................................................41

                                                     ARTICLE 6

                                               DEFAULTS AND REMEDIES

   Section 6.01.   Events of Default.............................................................................41
   Section 6.02.   Acceleration..................................................................................43
   Section 6.03.   Other Remedies................................................................................44
   Section 6.04.   Waiver of Past Defaults.......................................................................44
   Section 6.05.   Control by Majority...........................................................................44
   Section 6.06.   Limitation on Suits...........................................................................44
   Section 6.07.   Rights of Holders to Receive Payment..........................................................45
   Section 6.08.   Collection Suit by Trustee....................................................................45
   Section 6.09.   Trustee May File Proofs of Claim..............................................................45
   Section 6.10.   Priorities....................................................................................45
   Section 6.11.   Undertaking for Costs.........................................................................46
   Section 6.12.   Waiver of Stay or Extension Laws..............................................................46

                                                     ARTICLE 7

                                                      TRUSTEE

   Section 7.01.   Duties of Trustee.............................................................................46
   Section 7.02.   Rights of Trustee.............................................................................47
   Section 7.03.   Individual Rights of Trustee..................................................................48
   Section 7.04.   Trustee's Disclaimer..........................................................................48

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<S>                <C>                                                                                         <C>
   Section 7.05.   Notice of Defaults............................................................................48
   Section 7.06.   Reports by Trustee to Holder..................................................................49
   Section 7.07.   Compensation and Indemnity....................................................................49
   Section 7.08.   Replacement of Trustee........................................................................50
   Section 7.09.   Successor Trustee by Merger...................................................................50
   Section 7.10.   Eligibility; Disqualification.................................................................51
   Section 7.11.   Preferential Collection of Claims Against Issuer..............................................51

                                                     ARTICLE 8

                                               DISCHARGE OF INDENTURE

   Section 8.01.   Discharge of Liability on Securities..........................................................51
   Section 8.02.   Application of Trust Money....................................................................52
   Section 8.03.   Repayment to Issuer...........................................................................52

                                                     ARTICLE 9

                                                     AMENDMENTS

   Section 9.01.   Without Consent of Holders....................................................................52
   Section 9.02.   With Consent of Holders.......................................................................52
   Section 9.03.   Compliance with Trust Indenture Act...........................................................53
   Section 9.04.   Revocation and Effect of Consents and Waivers.................................................53
   Section 9.05.   Notation on or Exchange of Securities.........................................................54
   Section 9.06.   Trustee To Sign Amendments....................................................................54
   Section 9.07.   Waiver of Certain Conditions..................................................................54

                                                     ARTICLE 10

                                            SPECIAL TAX EVENT CONVERSION

   Section 10.01.   Optional Conversion to Semi-annual Coupon Note Upon Tax Event................................55
   Section 10.02.   Paying Agent To Hold Money in Trust..........................................................56
   Section 10.03.   Securityholder Lists.........................................................................56
   Section 10.04.   Payment of Interest; Interest Rights Preserved...............................................56

                                                     ARTICLE 11

                                                     CONVERSION

   Section 11.01.   Conversion Privilege.........................................................................57
   Section 11.02.   Conversion Procedure.........................................................................60
   Section 11.03.   Fractional Shares............................................................................61
   Section 11.04.   Taxes on Conversion..........................................................................61
   Section 11.05.   Issuer to Provide Stock......................................................................62
   Section 11.06.   Adjustment for Change In Capital Stock.......................................................62
   Section 11.07.   Adjustment for Rights Issue..................................................................63
   Section 11.08.   Adjustment for Other Distributions...........................................................63
   Section 11.09.   When Adjustment May Be Deferred..............................................................64
   Section 11.10.   When No Adjustment Required..................................................................65

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<S>                <C>                                                                                         <C>
   Section 11.11.   Notice of Adjustment.........................................................................65
   Section 11.12.   Voluntary Increase...........................................................................65
   Section 11.13.   Notice of Certain Transactions...............................................................65
   Section 11.14.   Reorganization of Issuer; Special Distributions..............................................66
   Section 11.15.   Issuer Determination Final...................................................................67
   Section 11.16.   Trustee's Adjustment Disclaimer..............................................................67
   Section 11.17.   Simultaneous Adjustments.....................................................................67
   Section 11.18.   Successive Adjustments.......................................................................67
   Section 11.19.   Rights Issued in Respect of Shares Issued Upon Conversion....................................67
   Section 11.20.   Restriction on Shares Issued Upon Conversion.................................................67
   Section 11.21.   Conversion Adjustments Upon Share Separation.................................................69

                                                     ARTICLE 12

                                                 SECURITY GUARANTEE

   Section 12.01.   Guarantee....................................................................................70
   Section 12.02.   Limitation on Guarantor Liability............................................................71
   Section 12.03.   Delivery of Guarantee........................................................................71
   Section 12.04.   Guarantors May Consolidate, etc. on Certain Terms............................................72
   Section 12.05.   Release......................................................................................72

                                                     ARTICLE 13

                                                   MISCELLANEOUS

   Section 13.01.   Trust Indenture Act Controls.................................................................73
   Section 13.02.   Notices......................................................................................73
   Section 13.03.   Communication by Holders with Other Holders..................................................74
   Section 13.04.   Certificate and Opinion as to Conditions Precedent...........................................74
   Section 13.05.   Statements Required in Certificate or Opinion................................................74
   Section 13.06.   When Securities Disregarded..................................................................75
   Section 13.07.   Rules by Trustee, Paying Agent and Registrar.................................................75
   Section 13.08.   Legal Holidays...............................................................................75
   Section 13.09.   Governing Law................................................................................75
   Section 13.10.   No Recourse Against Others...................................................................75
   Section 13.11.   Successors...................................................................................75
   Section 13.12.   Multiple Originals...........................................................................75
   Section 13.13.   Table of Contents;  Headings.................................................................76
   Section 13.14.   Severability.................................................................................76



EXHIBIT A:  FORM OF SECURITY...................................................................................A-1

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                  INDENTURE, dated as of __________, 20__, among STARWOOD HOTELS
& RESORTS WORLDWIDE, INC., a Maryland corporation (the "Issuer" or the
"Company"), the parties listed on the signature pages hereto that are
subsidiaries of the Issuer (the "Guarantors") and ____________________, a
____________________, as trustee (the "Trustee").


                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Issuer's
[Zero Coupon] Convertible [Senior] Notes due _______ (the "Securities"):


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01.     Definitions.

                  "Accreted Conversion Price" means with respect to a Security
with $1,000 of Principal Amount at Maturity, as of the date of determination,
the quotient of (i) the sum of the Issue Price plus Original Issue Discount
accrued to such date (or, if the Issuer has exercised its option to convert the
Securities to semi-annual coupon notes following the occurrence of a Tax Event,
the Restated Principal Amount) divided by (ii) the Conversion Rate in effect on
such date.

                  "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 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 2.11.

                  "Average Quoted Price" has the meaning specified in Section
11.01.

                  "Bankruptcy Law" has the meaning specified in Section 6.01.

                  "Bid Solicitation Agent" means a bid solicitation agent
appointed by the Issuer to act in such capacity pursuant to the paragraph
entitled "Contingent Interest" of the Securities, which initially shall be the
Trustee.

                  "Board of Directors" means the Board of Directors of the
Issuer or any committee thereof duly authorized to act on behalf of the Board of
Directors of the Issuer.

                  "Business Day" means each day which is not a Legal Holiday.

                  "Capitalized Lease-Back Obligation" means the total net rental
obligations of the Issuer or a Restricted Subsidiary under any lease entered
into as part of a Sale and Lease-Back Transaction involving a Principal Property
discounted to present value at the rate of 9% per annum.


                                       1
<PAGE>   7
                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, but excluding any debt securities convertible
into such equity.

                  "Change in Control" has the meaning specified in Section 3.08.

                  "Change in Control Notice" has the meaning specified in
Section 3.08.

                  "Change in Control Notice Date" has the meaning specified in
Section 3.08.

                  "Change in Control Purchase Date" has the meaning specified in
Section 3.08.

                  "Change in Control Purchase Notice" has the meaning specified
in Section 3.08.

                  "Change in Control Purchase Price" has the meaning specified
in Section 3.08.

                  "Class B Shares" means Class B Shares, $.01 par value per
share, of the Trust as such shares exist on the date of this Indenture or any
other shares of Capital Stock of the Trust into which the Class B Shares shall
be reclassified or changed.

                  "Clearstream" has the meaning specified in Section 2.01.

                  "Closing Date" means the date of this Indenture.

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

                  "Company" means Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation, until a successor Person shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
instead mean such successor Person.

                  "Consolidated Net Tangible Assets" means the total of all
assets appearing on a consolidated balance sheet of the Issuer and its
Restricted Subsidiaries prepared in accordance with accounting principles
generally accepted in the United States as of a date not more than 90 days prior
to the date as of which Consolidated Net Tangible Assets are to be determined,
but excluding (i) the book amount of all segregated intangible assets, (ii) all
depreciation, valuation and other reserves, (iii) current liabilities, (iv) any
minority interest in the stock and surplus of Restricted Subsidiaries, (v)
investments in subsidiaries which are not Restricted Subsidiaries, (vi) deferred
income and deferred liabilities, and (vii) other items deductible under
generally accepted accounting principles.

                  "Contingent Debt Regulations" has the meaning specified in
Section 2.16.

                  "Contingent Interest" has the meaning specified in the
paragraph entitled "Contingent Interest" of the Securities.


                                       2
<PAGE>   8
                  "Conversion Agent" means the Trustee or such other office or
agency designated by the Issuer where Securities may be presented for
conversion.

                  "Conversion Date" has the meaning specified in Section 11.02.

                  "Conversion Percentage" means, prior to ________, 20__, ___%,
from ________, 20__ through ________, 20__, ___%, and on each ________
thereafter the Conversion Percentage shall decline by __% through and including
________, 20__, and thereafter the Conversion Percentage shall be ___%.

                  "Conversion Rate" has the meaning specified in Section 11.01.

                  "Corporate Trust Office" means the office of the Trustee
specified in Section 13.02.

                  "Corporation Shares" means shares of common stock, $.01 par
value per share, of the Issuer as such shares exist on the date of this
Indenture or any other shares of Capital Stock of the Issuer into which the
Corporation Shares shall be reclassified or changed.

                  "Custodian" has the meaning specified in Section 6.01.

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

                  "Defaulted Interest" has the meaning specified in Section
10.04.

                  "Definitive Securities" has the meaning specified in Section
2.01.

                  "Depositary" means, with respect to the Securities issuable in
whole or in part in global form, the Person specified pursuant to Section 2.01
hereof as the initial Depositary with respect to the Securities, until a
successor shall have been appointed and become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall instead mean or
include such successor.

                  "Dollar" 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 debt.

                  "Euroclear" has the meaning specified in Section 2.01.

                  "Event of Default" has the meaning specified in Section 6.01.

                  "Ex-Dividend Time" has the meaning specified in Section 11.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Excluded Person" has the meaning specified in Section 3.08.

                  "Extraordinary Cash Dividend" has the meaning specified in
Section 11.08.


                                       3
<PAGE>   9
                  "Funded Debt" as applied to any corporation means all
indebtedness incurred, created, assumed or guaranteed by such corporation, or
upon which it customarily pays interest charges, which matures, or is renewable
by such corporation to a date, more than one year after the date as of which
Funded Debt is being determined; provided, however, that the term "Funded Debt"
shall not include (i) indebtedness incurred in the ordinary course of business
representing borrowings, regardless of when payable, of such corporation from
time to time against, but not in excess of the face amount of, its installment
accounts receivable for the sale of appliances and equipment sold in the regular
course of business or (ii) advances for construction and security deposits
received by such corporation in the ordinary course of business.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time, including those
principles set forth in (i) the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, (ii)
statements and pronouncements of the Financial Accounting Standards Board, (iii)
such other statements by such other entity as approved by a significant segment
of the accounting profession and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.
All computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                  "Global Security" has the meaning specified in Section 2.01.

                  "Guarantors" means the parties listed on the signature pages
hereto that are subsidiaries of the Issuer.

                  "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

                  "Indebtedness" means bonds, debentures, notes and other
instruments representing obligations created or assumed by such Person for the
repayment of money borrowed (other than unamortized debt discount or premium).
All indebtedness secured by a lien upon property owned by such Person or any
Subsidiary and upon which indebtedness such Person customarily pays interest,
although such Person has not assumed or become liable for the payment of such
indebtedness, shall for all purposes hereof be deemed to be indebtedness of such
Person. All indebtedness for money borrowed incurred by other persons which is
directly guaranteed as to payment of principal by such Person shall for all
purposes hereof be deemed to be indebtedness of, but no other contingent
obligation of any such Person in respect of indebtedness incurred by other
Persons shall for any purpose be deemed indebtedness of such Person.

                  "Indenture" means this Indenture as amended or supplemented
from time to time and includes the terms of Securities established as
contemplated by Section 2.01.

                  "Initial Purchaser" means ___________________.

                  "Interest Payment Date" has the meaning specified in Section
10.01.


                                       4
<PAGE>   10
                  "Issue Date" means the date the Securities are originally
issued or deemed issued as set forth on the face of the Security under this
Indenture.

                  "Issue Price" of any Security means, in connection with the
original issuance of such Security, the issue price as set forth on the face of
the Security.

                  "Issuer" means the party named as such in this Indenture until
a successor replaces it and, thereafter, instead means the successor and, for
purposes of any provision contained herein and required by the Trust Indenture
Act, each other obligor on the indenture securities.

                  "Issuer's Notice" has the meaning specified in Section 3.07.

                  "Issuer's Notice Date" has the meaning specified in Section
3.07.

                  "Legal Holiday" has the meaning specified in Section 13.08.

                  "Market Price" has the meaning specified in Section 3.07.

                  "Maturity", when used with respect to any Security, means the
date on which the principal, Restated Principal Amount, Purchase Price or Change
in Control Purchase Price of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity, on a Redemption Date, Purchase
Date or Change in Control Purchase Date, or by declaration of acceleration or
otherwise.

                  "Non-Global Purchasers" has the meaning specified in Section
2.01.

                  "Notice of Default" has the meaning specified in Section 6.01.

                  "Offering Memorandum" means the offering memorandum relating
to the Securities dated _________, 200_.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, an Assistant or Deputy Treasurer or the Secretary or an Assistant
Secretary of the Issuer.

                  "Officers' Certificate" means a certificate signed by two
Officers.

                  "Opinion of Counsel" means a written opinion from legal
counsel. The counsel may be an employee of or counsel to the Issuer or the
Trustee.

                  "Option Exercise Date" has the meaning specified in Section
10.01.

                  "Original Issue Discount" of any Security means the difference
between the Issue Price and the Principal Amount at Maturity of the Security as
set forth on the face of the Security, which shall accrue as set forth in the
form of Security.

                  "Paying Agent" has the meaning specified in Section 2.06.


                                       5
<PAGE>   11
                  "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

                  "Pledge Agreement" means the Pledge and Security Agreement,
dated February 23, 1998, as amended modified or supplemented, by and between the
Issuer, the Trust, certain direct and indirect subsidiaries of the Issuer and
Bankers Trust Company, as Collateral Agent.

                  "Pledge Termination Event" means the earliest to occur of (i)
the termination of the Pledge Agreement or the release of all of the collateral
thereunder in accordance with the terms thereof, (ii) the release by the lenders
under the Senior Credit Facility of the security interests and benefits afforded
by the Pledge Agreement such that the Senior Credit Facility is no longer
secured by any of the collateral under the Pledge Agreement, (iii) the repayment
in full of the obligations under the Senior Credit Facility or (iv) the
occurrence of a "Termination Date" (as such term is defined in the Senior Credit
Facility).

                  "Principal Amount at Maturity" of any Security means the
Principal Amount at Maturity as set forth on the face of the Security.

                  "Principal Property" means any single property owned by the
Issuer or any Restricted Subsidiary having a gross book value in excess of 2% of
Consolidated Net Tangible Assets, except any such property or portion thereof
which the Board of Directors by resolution declares is not of material
importance to the total business conducted by the Issuer and its Restricted
Subsidiaries as an entirety.

                  "protected purchaser" has the meaning specified in Section
2.08.

                  "Purchase Agreement" means the Purchase Agreement dated
_______, 20__, among the Issuer, the Trust and the Initial Purchaser.

                  "Purchase Date" has the meaning specified in Section 3.07.

                  "Purchase Notice" has the meaning specified in Section 3.07.

                  "Purchase Price" has the meaning specified in Section 3.07.

                  "QIBs" has the meaning specified in Section 2.01.

                  "Rating Event" has the meaning specified in Section 11.21.

                  "Redemption Date" shall mean the date specified for redemption
of the Securities in accordance with the terms of the Securities and Article 3
hereof.

                  "Redemption Price" has the meaning specified in the
Securities.

                  "Registrar" has the meaning specified in Section 2.06.


                                       6
<PAGE>   12

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated         , 200 , among the Issuer, the Guarantors and the Initial
Purchaser.


                  "Regular Record Date" has the meaning specified in Section
10.01.

                  "Regulation S" has the meaning specified in Section 2.01.

                  "Restated Principal Amount" has the meaning specified in
Section 10.01.

                  "Restricted Security" has the meaning specified in Section
2.15.

                  "Restricted Securities Legend" means the legend labeled as
such and that is set forth in Exhibit A hereto.

                  "Restricted Subsidiary" means any subsidiary other than an
Unrestricted Subsidiary.

                  "Rights" has the meaning specified in Section 11.19.

                  "Rights Agreement" has the meaning specified in Section 11.19.

                  "Rule 144A" has the meaning specified in Section 2.01.

                  "Sale and Lease-Back Transaction" has the meaning specified in
Section 4.05.

                  "Sale Price" has the meaning specified in Section 3.08.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" has the meaning specified in the second paragraph
of this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Custodian" means the custodian with respect to a
Global Security (as appointed by the Depositary) or any successor thereto, who
shall initially be the Trustee.

                  "Senior Credit Facility" means the Credit Agreement, dated as
of February 23, 1998, among the Issuer, the Trust, the Realty Partnership and
Chess Acquisition Corp. (and Sheraton Holding Corp., as its successor by
merger), certain additional borrowers, various lenders and Lehman Commercial
Paper Inc. and Bank of Montreal, as syndication agents, and Bankers Trust
Company and The Chase Manhattan Bank, as administrative agents, as such
agreement has been or hereafter may be amended in accordance with its terms.

                  "Share" means an attached unit consisting of one Corporation
Share and one Class B Share; provided that upon the occurrence of a Share
Separation, the term "Share" shall mean a Corporation Share; provided further
that upon the occurrence of a Trust Assumption Event, the term "Share" shall
mean a Class B Share.

                  "Share Separation" has the meaning specified in Section 11.21.


                                       7
<PAGE>   13
                  "Shelf Registration" shall have the meaning set forth in the
Registration Rights Agreement.

                  "Significant Subsidiary" means any subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

                  "Special Record Date" has the meaning specified in Section
10.04.

                  "Stated Maturity," when used with respect to any Security,
means the date specified in such Security as the fixed date on which an amount
equal to the Principal Amount at Maturity of such Security is due and payable
or, if the Securities have been converted into semi-annual coupon notes, the
date specified in such Security as the fixed date on which the Restated
Principal Amount thereof or any installment of interest thereon is due and
payable.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.

                  "Successor Company" has the meaning specified in Section 5.01.

                  "Tax Event" means that the Issuer shall have received an
opinion from independent tax counsel experienced in such matters to the effect
that, on or after ________, 20__, as a result of (a) any issuance or
announcement of an amendment to, or change in, or an amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
________, 20__, there is more than an insubstantial risk that interest
(including Original Issue Discount and Contingent Interest, if any) payable on
the Securities either (i) would not be deductible on a current accrual basis or
(ii) would not be deductible under any other method, in either case in whole or
in part, by the Issuer (by reason of deferral, disallowance, or otherwise) for
United States Federal income tax purposes.

                  "Tax Event Date" has the meaning specified in Section 10.01.

                  "trading day" has the meaning specified in Section 11.01.

                  "Time of Determination" has the meaning specified in Section
11.01.

                  "Trust" means Starwood Hotels & Resorts, a Maryland real
estate investment trust and a Subsidiary of the Issuer.


                                       8
<PAGE>   14
                  "Trust Assumption Event" has the meaning specified in Section
11.21.

                  "Trust Assumption Event Notice" has the meaning specified in
Section 3.14(d).

                  "Trust Assumption Event Notice Date" has the meaning specified
in Section 3.14(d).

                  "Trust Assumption Event Purchase Date" has the meaning
specified in Section 3.14(b).

                  "Trust Assumption Event Purchase Price" has the meaning
specified in Section 3.14(b).

                  "Trust Assumption Event Redemption Date" has the meaning
specified in Section 3.14(a).

                  "Trust Assumption Event Redemption Price" has the meaning
specified in the paragraph entitled "Redemption at Option of Issuer" of the
Securities.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, instead means the successor.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bb) in effect on the Closing Date.

                  "Trust Officer" means any Vice President, Assistant Vice
President or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.

                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "United States National Securities Exchange" means the Nasdaq
National Market System, the New York Stock Exchange or the American Stock
Exchange, or any successor securities exchange thereto.

                  "Unrestricted Subsidiary" mean (i) any subsidiary 50% or less
of the voting stock of which is owned directly by the Issuer and/or one or more
Restricted Subsidiaries or (ii) any Subsidiary designated as an Unrestricted
Subsidiary by the Board of Directors.

                  SECTION 1.02. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms have the following meanings:

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder or Securityholder.


                                       9
<PAGE>   15
                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
Trustee.

                  "obligor" on the indenture securities means the Issuer and any
other obligor on the indenture securities.

                  All other 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 SEC rule have the meanings assigned to them by such definitions.

                  SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
         plural include the singular; and

                  (6) Section references are to Sections of this Indenture
         unless the context otherwise requires; and

                  (7) the principal amount of any non-interest bearing or other
         discount security at any date shall be the principal amount thereof
         that would be shown on a balance sheet of the issuer dated such date
         prepared in accordance with GAAP.

                                    ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.01. Form of Securities. The Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A which is hereby incorporated in and expressly made a part of this
Indenture.

                  The Securities offered and sold (i) in reliance on Regulation
S under the Securities Act ("Regulation S") or (ii) to "qualified institutional
buyers" as defined in Rule 144A ("QIBs") in reliance on Rule 144A under the
Securities Act ("Rule 144A"), each as provided in the Purchase Agreement, shall
be issued in the form of one or more permanent global securities in definitive,
fully registered form without interest coupons with the Global Securities Legend
and Restricted Securities Legend set forth in Exhibit A hereto (a "Global
Security"). Any Global


                                       10
<PAGE>   16
Security shall be deposited on behalf of the purchasers of the Securities
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary for the
accounts of participants in the Depositary (and, in the case of Securities held
in accordance with Regulation S, registered with the Depositary for the accounts
of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear") or Clearstream Banking, societe
anonyme ("Clearstream")), duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of a Global
Security may from time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

                  Except as provided in Section 2.10 and 2.13, owners of
beneficial interests in Global Securities will not be entitled to receive
physical delivery of Securities in definitive form. Transferees of Securities
who are not QIBs and did not purchase Securities sold in reliance on Regulation
S under the Securities Act (referred to herein as the "Non-Global Purchasers")
will receive certificated Securities in definitive form bearing the Restricted
Securities Legend set forth in Exhibit A hereto ("Definitive Securities").
Definitive Securities will bear the Restricted Securities Legend set forth on
Exhibit A unless removed in accordance with Section 2.13(b).

                  SECTION 2.02. Title and Terms. The aggregate Principal Amount
at Maturity of Securities which may be authenticated and delivered under this
Indenture is limited to $_______________ (subject to increase to
$_______________ in the event the Initial Purchaser exercises the over-allotment
option under the Purchase Agreement), except for replacement Securities
authenticated and delivered upon registration or transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 2.08.

                  Except as provided for in the Securities, there shall be no
periodic payments of interest on the Securities. The calculation of the accrual
of Original Issue Discount in the period during which each Security remains
outstanding shall be on a semiannual bond equivalent basis using a 360-day year
composed of twelve 30-day months, and such accrual shall commence on the Issue
Date of the Securities. In the event of the maturity, conversion, purchase by
the Issuer at the option of a Holder or redemption of a Security, Original Issue
Discount, if any, shall cease to accrue on such Security, under the terms and
subject to the conditions of this Indenture.

                  The Issue Price and Original Issue Discount accrued on the
Securities shall be payable at (i) the office or agency of the Issuer in The
City of New York maintained for such purpose, which initially shall be the
principal corporate trust office of the Trustee in The City of New York, (ii)
the Corporate Trust Office and (iii) at any other office or agency maintained by
the Issuer for such purpose; provided, however, that at the option of the Issuer
payments may be made by wire transfer or by check mailed to the address of the
Person entitled thereto as such address shall appear in the security register.

                  The Securities shall not have the benefit of a sinking fund.

                  The Securities shall be general senior obligations of the
Issuer secured on an equal and ratable basis as provided in Section 4.11.


                                       11
<PAGE>   17
                  SECTION 2.03. Denominations. The Securities shall be issuable
only in registered form without coupons and in denominations of $1,000 Principal
Amount at Maturity and any integral multiple of $1,000 above that amount.

                  SECTION 2.04. Forms Generally. The Securities may have such
letters, notations, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required by law, securities exchange rule,
the Code and regulations thereunder, agreements to which the Issuer is subject,
if any, or usage (provided that any such notation legend or endorsement is in a
form acceptable to the Issuer). Each Security shall be dated the date of its
authentication.

                  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 2.05. Execution, Authentication and Delivery. One or
more Officers of the Issuer shall sign the Securities on behalf of the Issuer by
manual or facsimile signature. The Issuer's seal, if any, may, but need not, be
impressed, affixed, imprinted or reproduced on the Securities and, if it is,
then it may be in facsimile form.

                  If an Officer of the Issuer whose signature is on a Security
no longer holds that office at the time the Trustee authenticates the Security,
the Security shall be valid nevertheless.

                  A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuer to authenticate the Securities. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Issuer. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

                  SECTION 2.06. Registrar and Paying Agent. The Issuer shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Issuer may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent, and the
term "Registrar" includes any co-registrars. The Issuer initially appoints the
Trustee as (i) Registrar and Paying Agent in connection with the Securities and
(ii) the Securities Custodian with respect to the Global Securities.

                  The Issuer shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the Trust Indenture Act. The agency agreement shall
implement the provisions of this Indenture that relate


                                       12
<PAGE>   18
to such agent. The Issuer shall notify the Trustee of the name and address of
any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07. The Issuer or any of its domestically
organized Subsidiaries may act as Paying Agent or Registrar.

                  The Issuer may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Issuer and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (1) above. The Registrar or Paying Agent may resign at
any time upon written notice; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08.

                  SECTION 2.07. Transfer and Exchange. The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with this Indenture.
When a Security is presented to the Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of Section 8-401(a)(1) of the Uniform Commercial Code are met. When
Securities are presented to the Registrar with a request to exchange them for
Securities of other denominations and of a like aggregate Principal Amount at
Maturity and tenor, the Registrar shall make the exchange as requested if the
same requirements are met. To permit registration of transfers and exchanges,
the Issuer shall execute and the Trustee shall authenticate Securities at the
Registrar's request. The Issuer may require payment of a sum sufficient to pay
all taxes, assessments or other governmental charges in connection with any such
transfer or exchange pursuant to this Section. The Issuer shall not be required
to make and the Registrar need not register transfers or exchanges of Securities
selected for redemption (except, in the case of Securities to be redeemed in
part, the portion thereof not to be redeemed) or any Securities for a period of
15 days before a selection of Securities to be redeemed.

                  Prior to the due presentation for registration of transfer of
any Security, the Issuer, the Trustee, the Paying Agent and the Registrar may
deem and treat the Person in whose name a Security is registered as the absolute
owner of such Security for the purpose of receiving any payment on such Security
(including interest, if the Securities have been converted into semi-annual
coupon notes following the occurrence of a Tax Event and Contingent Interest and
Defaulted Interest, if any) and for all other purposes whatsoever, whether or
not such Security is overdue, and none of the Issuer, the Trustee, the Paying
Agent or the Registrar shall be affected by notice to the contrary.

                  Any Holder of a Global Security shall, by acceptance of such
Global Security, agree that transfers of a beneficial interest in such Global
Security may be effected only through a book-entry system maintained by (i) the
Holder of such Global Security (or its agent) or (ii) any Holder of a beneficial
interest in such Global Security, and that ownership of a beneficial interest in
such Global Security shall be required to be reflected in a book-entry.


                                       13
<PAGE>   19
                  All Securities issued upon any transfer or exchange pursuant
to the terms of this Indenture will evidence the same debt and will be entitled
to the same benefits under this Indenture as the Securities surrendered upon
such transfer or exchange.

                  SECTION 2.08. Replacement Securities. If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Issuer shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i)
satisfies the Issuer or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking, and the Registrar does
not register a transfer prior to receiving such notification, (ii) requests the
Issuer or the Trustee to issue a new replacement Security, prior to the Security
being acquired by a protected purchaser as defined in Section 8-303 of the
Uniform Commercial Code (a "protected purchaser") and (iii) satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the
Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment
of the Trustee to protect the Issuer, the Trustee, the Paying Agent and the
Registrar from any loss that any of them may suffer if a Security is replaced.
The Issuer and the Trustee may charge the Holder for the costs and expenses they
incur in replacing a Security. In the event any such mutilated, lost, destroyed
or wrongfully taken Security has become or is about to become due and payable or
has been called for redemption in full, the Issuer in its discretion may pay
such Security instead of issuing a new Security in replacement thereof.

                  Every replacement Security is an additional obligation of the
Issuer.

                  The provisions of this Section 2.08 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

                  SECTION 2.09. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. Subject to Section 13.06, a Security does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Security.

                  If a Security is replaced pursuant to Section 2.08, the
Security so replaced ceases to be outstanding unless and until the Trustee and
the Issuer receive proof satisfactory to them that the replaced Security is held
by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, at Maturity, money or securities sufficient to
pay all amounts payable on that date with respect to the Securities (or portions
thereof) to be redeemed, purchased or repurchased or maturing, as the case may
be, then on and after that date, such Securities (or portions thereof) shall
cease to be outstanding and Original Issue Discount (or interest, if the
Securities have been converted into semi-annual coupon notes following the
occurrence of a Tax Event) on them or Contingent Interest and Defaulted
Interest, if any, shall cease to accrue.


                                       14
<PAGE>   20
                  SECTION 2.10. Temporary Securities; Exchange of Global
Security for Definitive Securities.

                  (a) In the event that Definitive Securities are to be issued
under the terms of this Indenture, until such Definitive Securities are ready
for delivery, the Issuer may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Issuer considers
appropriate for temporary Securities. Without unreasonable delay, the Issuer
shall prepare and the Trustee shall authenticate Definitive Securities and
deliver them in exchange for temporary Securities upon surrender of such
temporary Securities at the office or agency of the Issuer, without charge to
the Holder.

                  (b) Except for transfers made in accordance with Section
2.13(a), a Global Security deposited with the Depositary or with the Trustee as
custodian for the Depositary pursuant to Section 2.11 shall be transferred to
the beneficial owners thereof in the form of certificated Securities in
definitive form only if such transfer complies with Section 2.13 and (i) the
Depositary notifies the Issuer that it is unwilling or unable to continue as
Depositary for such Global Security or if at any time such Depositary ceases to
be a "clearing agency" registered under the Exchange Act and a successor
Depositary is not appointed by the Issuer within 90 days of such notice, or (ii)
the Issuer so elects.

                  (c) Any Global Security or interest thereon that is
transferable to the beneficial owners thereof in the form of certificated
Securities in definitive form shall, if held by the Depository, be surrendered
by the Depositary to the Trustee, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Securities of authorized
denominations in the form of certificated Securities in definitive form. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any Securities in the form of certificated Securities in definitive form
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.13(b), bear the Restricted Securities Legend set
forth in Exhibit A hereto.

                  (d) Prior to any transfer pursuant to Section 2.10(b), the
registered holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a holder is entitled to take under this
Indenture or the Securities.

                  The Issuer will make available to the Trustee a reasonable
supply of certificated Securities in definitive form.

                  SECTION 2.11. Book-entry Provisions for Global Securities.
This Section 2.11 shall apply only to a Global Security deposited with or on
behalf of the Depositary.

                  The Issuer shall execute and the Trustee shall, in accordance
with this Section 2.11 and the written order of the Issuer, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of such


                                       15
<PAGE>   21
Depositary and (ii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions or held by the Trustee as custodian
for the Depositary pursuant to a FAST Balance Certificate Agreement between the
Depositary and the Trustee.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as the
custodian of the Depositary or under such Global Security, and the Depositary
may be treated by the Issuer, the Trustee and any agent of the Issuer or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and Instructions to Participants" of Clearstream shall
be applicable to interests in any Global Securities that are held by
participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

                  SECTION 2.12. Cancellation. The Issuer at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
purchase, repurchase, redemption, conversion (pursuant to Article 11 hereof) or
cancellation and deliver canceled Securities to the Issuer pursuant to written
direction by an Officer of the Issuer. In the absence of any such direction, the
Trustee may treat canceled Securities in accordance with its document retention
policies. The Issuer may not issue new Securities to replace Securities they
have redeemed, paid in full or delivered to the Trustee for cancellation. The
Trustee shall not authenticate Securities in place of canceled Securities other
than pursuant to the terms of this Indenture.

                  SECTION 2.13. Special Transfer Provisions. (a) Notwithstanding
any provision to the contrary herein, so long as a Global Security remains
outstanding and is held by or on behalf of the Depositary, transfers of a Global
Security, in whole or in part, or of any beneficial interest therein, shall only
be made in accordance with Sections 2.10 and 2.11 and this Section 2.13(a);
provided, however, that beneficial interests in a Global Security may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in the Global Security in accordance with the transfer restrictions set
forth under the heading "Notice to Investors" in the Offering Memorandum and, if
applicable, in Exhibit ___.

                  Except for transfers or exchanges made in accordance with
paragraphs (1) through (4) of this Section 2.13(a) and Section 2.10, transfers
of a Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.


                                       16
<PAGE>   22
                  (1) Global Security to Definitive Security. If an owner of a
         beneficial interest in a Global Security deposited with the Depositary
         or with the Trustee as custodian for the Depositary wishes at any time
         to transfer its interest in such Global Security to a Person who is
         required to take delivery thereof in the form of a Definitive Security,
         such owner may, subject to the rules and procedures of Euroclear or
         Clearstream, if applicable, and the Depositary, cause the exchange of
         such interest for one or more Definitive Securities of any authorized
         denomination or denominations and of the same aggregate principal
         amount. Upon receipt by the Registrar of (A) instructions from
         Euroclear or Clearstream, if applicable, and the Depositary directing
         the Trustee to authenticate and deliver one or more Definitive
         Securities of the same aggregate principal amount as the beneficial
         interest in the Global Security to be exchanged, such instructions to
         contain the name or names of the designated transferee or transferees,
         the authorized denomination or denominations of the Definitive
         Securities to be so issued and appropriate delivery instructions, (B) a
         certificate substantially in the form of Exhibit ___ attached hereto
         given by the owner of such beneficial interest, (C) a certificate
         substantially in the form of Exhibit ___ attached hereto given by the
         person acquiring the Definitive Securities for which such interest is
         being exchanged, to the effect set forth therein, and (D) such other
         certifications or other information and, in the case of transfers
         pursuant to Rule 144 under the Securities Act, legal opinions as the
         Issuer may reasonably require to confirm that such transfer is being
         made pursuant to an exemption from, or in a transaction not subject to,
         the registration requirements of the Securities Act, then Euroclear or
         Clearstream, if applicable, or the Registrar, as the case may be, will
         instruct the Depositary to reduce or cause to be reduced such Global
         Security by the aggregate principal amount of the beneficial interest
         therein to be exchanged and to debit or cause to be debited from the
         account of the Person making such transfer the beneficial interest in
         the Global Security that is being transferred, and concurrently with
         such reduction and debit the Issuer shall execute, and the Trustee
         shall authenticate and deliver, one or more Definitive Securities of
         the same aggregate principal amount in accordance with the instructions
         referred to above.

                  (2) Definitive Security to Definitive Security. If a holder of
         a Definitive Security wishes at any time to transfer such Definitive
         Security (or portion thereof) to a Person who is required to take
         delivery thereof in the form of a Definitive Security, such holder may,
         subject to the restrictions on transfer set forth herein and in such
         Definitive Security, cause the transfer of such Definitive Security (or
         any portion thereof in a principal amount equal to an authorized
         denomination) to such transferee. Upon receipt by the Registrar of (A)
         such Definitive Security, duly endorsed as provided herein, (B)
         instructions from such holder directing the Trustee to authenticate and
         deliver one or more Definitive Securities of the same aggregate
         principal amount as the Definitive Security (or portion thereof) to be
         transferred, such instruction to contain the name or names of the
         designated transferee or transferees, the authorized denomination or
         denominations of the Definitive Securities to be so issued and
         appropriate delivery instructions, (C) a certificate from the holder of
         the Definitive Security to be transferred in substantially the form of
         Exhibit ___ attached hereto, (D) a certificate substantially in the
         form of Exhibit ___ attached hereto given by the person acquiring the
         Definitive Securities (or portion thereof), to the effect set forth
         therein, and (E) such other certifications or other information and, in
         the case of transfers pursuant to Rule 144 under the Securities


                                       17
<PAGE>   23
         Act, legal opinions as the Issuer may reasonably require to confirm
         that such transfer is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act, then the Registrar, shall cancel or cause to be
         canceled such Definitive Security and concurrently therewith, the
         Issuer shall execute, and the Trustee shall authenticate and deliver,
         one or more Definitive Securities in the appropriate aggregate
         principal amount, in accordance with the instructions referred to above
         and, if only a portion of a Definitive Security is transferred as
         aforesaid, concurrently therewith the Issuer shall execute and the
         Trustee shall authenticate and deliver to the transferor a Definitive
         Security in a principal amount equal to the principal amount which has
         not been transferred. A holder of a Definitive Security may at any time
         exchange such Definitive Security for one or more Definitive Securities
         of other authorized denominations and in the same aggregate principal
         amount and registered in the same name by delivering such Definitive
         Security, duly endorsed as provided herein, to the Trustee together
         with instructions directing the Trustee to authenticate and deliver one
         or more Definitive Securities in the same aggregate principal amount
         and registered in the same name as the Definitive Security to be
         exchanged, and the Registrar thereupon shall cancel or caused to be
         canceled such Definitive Security and concurrently therewith the Issuer
         shall execute and Trustee shall authenticate and deliver, one or more
         Definitive Securities in the same aggregate principal amount and
         registered in the same name as the Definitive Security being exchanged.

                  (3) Definitive Security to Global Security. If a holder of a
         Definitive Security wishes at any time to transfer such Definitive
         Security (or portion thereof) to a Person who is not required to take
         delivery thereof in the form of a Definitive Security, such holder
         shall, subject to the restrictions on transfer set forth herein and in
         such Definitive Security and the rules of the Depositary and Euroclear
         and Clearstream, as applicable, cause the exchange of such Definitive
         Security for a beneficial interest in the Global Security. Upon receipt
         by the Registrar of (A) such Definitive Security, duly endorsed as
         provided herein, (B) instructions from such holder directing the
         Trustee to increase the aggregate principal amount of the Global
         Security deposited with the Depository or with the Trustee as custodian
         for the Depository by the same aggregate Principal Amount at Maturity
         as the Definitive Security to be exchanged, such instructions to
         contain the name or names of a member of, or participant in, the
         Depository that is designated as the transferee, the account of such
         member or participant and other appropriate delivery instructions, (C)
         the assignment form on the back of the Definitive Security completed in
         full (certifying in effect that such transfer complies with Rule 144A
         or Regulation S under the Securities Act or is otherwise being made to
         a Person who is not required to take delivery of the Securities in the
         form of a Definitive Security) and (D) such other certifications or
         other information and, in the case of transfers pursuant to Rule 144
         under the Securities Act, legal opinions as the Issuer may reasonably
         require to confirm that such transfer is being made pursuant to an
         exemption from, or in transaction not subject to, the registration
         requirements of the Securities Act, then the Trustee shall cancel or
         cause to be canceled such Definitive Security and concurrently
         therewith shall increase the aggregate principal amount of the Global
         Security by the same aggregate principal amount as the Definitive
         Security canceled.


                                       18
<PAGE>   24
                  (4) Other Exchanges. In the event that a Global Security is
         exchanged for Securities in definitive registered form pursuant to
         Section 2.10 prior to the effectiveness of a Shelf Registration
         contemplated by and in accordance with the terms of the Registration
         Rights Agreement with respect to such Securities, such Securities may
         be exchanged only in accordance with such procedures as are
         substantially consistent with the provisions of clauses (2) and (3)
         above (including the certification requirements intended to ensure that
         such transfers comply with Rule 144A or Regulation S under the
         Securities Act, as the case may be) and such other procedures as may
         from time to time be adopted by the Issuer.

                  (b) Except in connection with a Shelf Registration
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Securities are issued upon the registration of transfer, exchange
or replacement of Securities bearing a Restricted Securities Legend, or if a
request is made to remove such a Restrictive Securities Legend on Securities,
the Securities so issued shall bear the Restricted Securities Legend, or a
Restricted Securities Legend shall not be removed, as the case may be, unless
there is delivered to the Issuer such satisfactory evidence, which, in the case
of a transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel, as may be reasonably required by the Issuer, that neither
the legend nor the restrictions on transfer set forth therein are required to
ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or that such Securities are not
"restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Issuer of such satisfactory evidence, the Trustee, at the
written direction of the Issuer, shall authenticate and deliver Securities that
do not bear the legend. The Issuer shall not otherwise be entitled to require
the delivery of a legal opinion in connection with any transfer or exchange of
Securities.

                  (c) Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary.

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

                  SECTION 2.14. CUSIP Numbers. The Issuer 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, however, 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.


                                       19
<PAGE>   25
                  SECTION 2.15. Legend on Restricted Securities. During the
period beginning on ________, 20__ (or such later date on which any Securities
may be originally issued pursuant to the Initial Purchaser's exercise of the
over-allotment option under the Purchase Agreement) and ending on the date two
years from such date, any Security (including any Security issued in exchange
therefor or in lieu thereof), shall be deemed a "Restricted Security" and shall
be subject to the restrictions on transfer provided in the legends set forth on
the face of the form of Security in Exhibit A; provided, however, that the term
"Restricted Security" shall not include any Securities as to which restrictions
have been terminated in accordance with the terms of this Indenture, including,
without limitation, Section 2.13(b). All Securities shall bear the applicable
legends set forth on the face of the form of Security in Exhibit A. Except as
provided in Section 2.13, the Trustee shall not issue any unlegended Security
until it has received an Officers' Certificate from the Issuer directing it to
do so.


                  SECTION 2.16. Tax Treatment of Securities. The Issuer agrees,
and by acceptance of a beneficial interest in the Securities, each beneficial
holder of the Securities will be deemed to have agreed, for United States
federal income tax purposes (1) to treat the Securities as indebtedness that is
subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Debt Regulations") and,
for purposes of the Contingent Debt Regulations, to treat, without limitation,
the amount of cash and the fair market value of any Shares beneficially received
by a beneficial holder upon any conversion of the Securities as a contingent
payment and (2) to be bound by the Issuer's determination of the "comparable
yield" and "projected payment schedule," within the meaning of the Contingent
Debt Regulations, with respect to the Securities. For purposes of the foregoing,
the Issuer's determination of the "comparable yield" is ___% per annum and the
Issuer's determination of the "projected payment schedule" is as set forth in
Exhibit ___ attached hereto. A Holder of Securities may also obtain the
comparable yield and projected payment schedule by submitting a written request
to the Issuer at the following address: Starwood Hotels & Resorts Worldwide,
Inc., 1111 Westchester Avenue, White Plains, New York, 10604, Attention: General
Counsel.


                                    ARTICLE 3

                                   REDEMPTION

                  SECTION 3.01. Notices to Trustee. Subject to Section 3.14,
prior to ________, 20__, Securities shall not be redeemable. Beginning on
________, 20__, the Issuer, at its option, may elect to redeem Securities in
accordance with the provisions thereof and of this Indenture. If the Issuer
elects to redeem Securities, it shall notify the Trustee in writing of the date
of redemption (the "Redemption Date"), the Principal Amount at Maturity of
Securities to be redeemed and the Redemption Price.

                  The Issuer shall give each notice to the Trustee provided for
in this Section at least 30 days but not more than 60 days before the Redemption
Date unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate from the Issuer to the effect that such
redemption will comply with the conditions herein. If fewer than all the
Securities are to be redeemed, the record date relating to such redemption shall
be selected by the Issuer and given to the Trustee, which record date shall be
not fewer than 15 days after the date


                                       20
<PAGE>   26
of notice to the Trustee. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the Securities held in definitive form are to be redeemed, the Trustee
shall select the Securities to be redeemed on a pro rata basis in accordance
with the Principal Amounts at Maturity. The Trustee shall make the selection at
least 30 days but not more than 60 days before the Redemption Date from
outstanding Securities not previously called for redemption. Securities and
portions thereof that the Trustee selects shall be in Principal Amounts at
Maturity of $1,000 or integral multiples of $1,000. Provisions of this Indenture
that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall promptly notify the Issuer
of the Securities or portions thereof to be redeemed.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as outstanding for the purpose of such selection.

                  SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a Redemption Date of Securities, the Issuer shall mail
a notice of redemption by first-class mail to each Holder of Securities to be
redeemed at such Holder's registered address.

         The notice shall identify the Securities to be redeemed and shall
state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price and the Conversion Rate;

                  (3) the name and address of the Paying Agent and Conversion
         Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price;

                  (5) that Securities called for redemption may be converted at
         any time before the close of business on the Business Day immediately
         preceding the Redemption Date;

                  (6) that Holders who want to convert Securities must satisfy
         the requirements set forth therein and in this Indenture;

                  (7) if fewer than all the outstanding Securities are to be
         redeemed, the certificate numbers and Principal Amounts at Maturity of
         the particular Securities to be redeemed;

                  (8) that, unless the Issuer defaults in making payment of such
         Redemption Price or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, Original Issue
         Discount on Securities (or portions thereof) called for


                                       21
<PAGE>   27
         redemption, or interest (including Contingent Interest and Defaulted
         Interest), if any, will cease to accrue on and after the Redemption
         Date;

                  (9) the CUSIP number, if any, printed on the Securities being
         redeemed;

                  (10) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities; and

                  (11) the election of the Issuer (which, subject to the
         provisions of Article 11 hereof, shall be irrevocable) to deliver
         Shares or to pay cash in lieu of delivery of such Shares with respect
         to any Securities that may be converted after the mailing of such
         notice and prior to the Redemption Date.

                  At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at the Issuer's expense. In such event, the
Issuer shall provide the Trustee with the information required by this Section.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed to the Holders, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price stated in the
notice except for Securities which are converted in accordance with the terms of
this Indenture. Upon surrender to the Paying Agent, such Securities shall be
paid at the Redemption Price stated in the notice. Failure to give notice or any
defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m.
(New York City time) on the Redemption Date, the Issuer shall deposit with the
Paying Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the Redemption
Price of all Securities to be redeemed on that date other than Securities or
portions of Securities called for redemption that have been delivered by the
Issuer to the Trustee for cancellation or have been converted. The Paying Agent
shall as promptly as practicable return to the Issuer any money, not required
for that purpose because of conversion of Securities pursuant to Article 11. If
such money is then held by the Issuer in trust and is not required for such
purpose it shall be discharged from such trust. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any funds disbursed by the Paying Agent. Upon complying with this Section,
the Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate for the Holder (at the Issuer's expense) a new Security equal
in Principal Amount at Maturity to the unredeemed portion of the Security
surrendered.

                  SECTION 3.07. Purchase of Securities at Option of the Holder.

                  (a) General. The Securities shall be purchased by the Issuer
pursuant to the terms thereof as of ______, 20__, ______, 20__, ______, 20__,
______, 20__, and ______, 20__, (each, a "Purchase Date"), at the purchase price
of $______ per $1,000 of Principal Amount at


                                       22
<PAGE>   28
Maturity as of ______, 20__, $______ per $1,000 of Principal Amount at Maturity
as of ______, 20__, $______ per $1,000 of Principal Amount at Maturity as of
______, 20__, $______ per $1,000 of Principal Amount at Maturity as of ______,
20__ and $______ per $1,000 of Principal Amount at Maturity as of ______, 20__
(each, a "Purchase Price", as applicable) at the option of the Holder thereof,
upon:

                  (1) delivery to the Paying Agent by the Holder of a written
         notice of purchase (a "Purchase Notice"), substantially in the form of
         Exhibit ___ hereto, at any time from the opening of business on the
         date that is at least 20 Business Days prior to a Purchase Date until
         the close of business on the third Business Day prior to the Purchase
         Date stating:

                           (A) the certificate number of the Security which the
                  Holder will deliver to be purchased,

                           (B) the portion of the Principal Amount at Maturity
                  of the Security which the Holder will deliver to be purchased,
                  which portion must be in a Principal Amount at Maturity of
                  $1,000 or integral multiples thereof,

                           (C) that such Security shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in the Securities and in this Indenture, and

                           (D) in the event the Issuer elects, pursuant to
                  Section 3.07(b), to pay the Purchase Price to be paid as of
                  such Purchase Date, in whole or in part, in Shares, but such
                  portion of the Purchase Price shall ultimately be payable to
                  such Holder entirely in cash because any of the conditions to
                  payment of the Purchase Price in Shares is not satisfied prior
                  to the close of business on such Purchase Date, as set forth
                  in Section 3.07(d), whether such Holder elects (i) to withdraw
                  such Purchase Notice as to some or all of the Securities to
                  which such Purchase Notice relates (stating the Principal
                  Amount at Maturity and certificate numbers of the Securities
                  as to which such withdrawal shall relate), or (ii) to receive
                  cash in respect of the entire Purchase Price for all
                  Securities (or portions thereof) to which such Purchase Notice
                  relates; and

                  (2) delivery of such Security to the Paying Agent for
         cancellation prior to, on or after the Purchase Date (together with all
         necessary endorsements) at the offices of the Paying Agent, such
         delivery being a condition to receipt by the Holder of the Purchase
         Price therefor; provided, however, that such Purchase Price shall be so
         paid pursuant to this Section 3.07 only if the Security so delivered to
         the Paying Agent shall conform in all respects to the description
         thereof in the related Purchase Notice.

                  If a Holder, in such Holder's Purchase Notice, fails to
indicate such Holder's choice with respect to the election set forth in clause
(D) of Section 3.07(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the Purchase Price for all Securities subject to such
Purchase Notice in the circumstances set forth in such clause (D).

                  The Issuer shall purchase from the Holder thereof, pursuant to
this Section 3.07, a portion of a Security if the Principal Amount at Maturity
of such portion is $1,000 or an integral


                                       23
<PAGE>   29
multiple of $1,000 if so requested by the Holder. Provisions of this Indenture
that apply to the purchase of all of a Security also apply to the purchase of
such portion of such Security.

                  Any purchase by the Issuer contemplated pursuant to the
provisions of this Section 3.07 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.07(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.09.

                  The Paying Agent shall promptly notify the Issuer of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

                  (b) Issuer's Right to Elect Manner of Payment of Purchase
Price. The Securities to be purchased pursuant to Section 3.07(a) may be paid
for, at the election of the Issuer, in cash or in Shares valued at the Market
Price, or in any combination of cash and Shares, subject to the conditions set
forth in Sections 3.07(c) and (d). The Issuer shall designate, in the Issuer's
Notice delivered pursuant to Section 3.07(e), whether the Issuer will purchase
the Securities for cash or Shares, or, if a combination thereof, the percentages
of the Purchase Price of Securities in respect of which it will pay in cash or
Shares; provided that the Issuer shall pay cash for fractional Shares. For
purposes of determining the existence of potential fractional Shares, all
Securities subject to purchase by the Issuer held by a Holder shall be
considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are purchased pursuant to this Section
3.07 shall receive the same percentage of cash or Shares in payment of the
Purchase Price for such Securities, except (i) as provided in Section 3.07(d)
with regard to the payment of cash in lieu of fractional Shares and (ii) in the
event that the Issuer is unable to purchase the Securities of a Holder or
Holders for Shares because any necessary qualifications or registrations of the
Shares under applicable state or foreign securities laws cannot be obtained, the
Issuer may purchase the Securities of such Holder or Holders for cash. The
Issuer may not change its election with respect to the consideration (or
components or percentages of components thereof) to be paid once the Issuer has
given the Issuer's Notice to Securityholders except pursuant to this Section
3.07(b) or pursuant to Section 3.07(d) in the event of a failure to satisfy,
prior to the close of business on the Purchase Date, any condition to the
payment of the Purchase Price, in whole or in part, in Shares.

                  If the Issuer elects to pay all or part of the Purchase Price
in Shares, the portion of accrued Original Issue Discount (or interest if the
Issuer has exercised its option to convert the Securities into semi-annual
coupon notes following the occurrence of a Tax Event) attributable to the period
from the Issue Date (or, if the Issuer has exercised the option to convert the
Securities into semi-annual coupon notes following the occurrence of a Tax
Event, the later of (x) the date of such exercise, and (y) the date on which
interest was last paid) through the Purchase Date and with respect to the
surrendered Security and (except as provided in the Security) accrued Contingent
Interest and Defaulted Interest, if any, with respect to the


                                       24
<PAGE>   30
surrendered Security shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through the
delivery of the Shares (together with cash payment, if any, in lieu of
fractional Shares) and cash, if any, in exchange for the Security being
purchased pursuant to the terms hereof; and such cash and the fair market value
of such Shares (together with any such cash payment in lieu of fractional
Shares) shall be treated as delivered pro rata, to the extent thereof, first in
exchange for Original Issue Discount (or interest, if the Issuer has exercised
its option to convert the Securities into semi-annual coupon notes following the
occurrence of a Tax Event) accrued through the Purchase Date and accrued
Contingent Interest and Defaulted Interest, if any, and the balance, if any, of
such cash and the fair market value of such Shares (and any such cash payment)
shall be treated as delivered in exchange for the Issue Price of the Security
being purchased pursuant to the provisions hereof.

                  (c) Purchase with Cash. On each Purchase Date, at the option
of the Issuer, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.07(a) has been given, or a specified percentage
thereof, may be paid by the Issuer with cash equal to the aggregate Purchase
Price of such Securities.

                  (d) Payment by Issuance of Shares. On each Purchase Date, at
the option of the Issuer, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.07(a) has been given, or a specified
percentage thereof, may be paid by the Issuer by the issuance of a number of
Shares equal to the quotient obtained by dividing (i) the amount of cash to
which the Securityholders would have been entitled had the Issuer elected to pay
all or such specified percentage, as the case may be, of the Purchase Price of
such Securities in cash by (ii) the Market Price of a Share, subject to the next
succeeding paragraph.

                  The Issuer may not issue a fractional Share in payment of the
Purchase Price. Instead the Issuer shall pay cash for the current market value
of the fractional Share. The current market value of a fraction of a Share shall
be determined, to the nearest 1/1,000th of a Share, by multiplying the Market
Price by such fraction and rounding the product to the nearest whole cent. It is
understood that if a Holder elects to have more than one Security purchased, the
number of Shares shall be based on the aggregate amount of Securities to be
purchased.

                  The Issuer's right to exercise its election to purchase the
Securities pursuant to Section 3.07 through the issuance of Shares shall be
conditioned upon:

                  (i) the Issuer's not having given its Issuer's Notice of an
         election to pay entirely in cash and its giving of a timely Issuer's
         Notice of election to purchase all or a specified percentage of the
         Securities with Shares as provided herein;

                  (ii) the listing of the Shares to be issued in respect of the
         payment of the Purchase Price on the principal United States National
         Securities Exchange on which the Shares are then listed or quoted;

                  (iii) the registration of the Shares to be issued in respect
         of the payment of the Purchase Price under the Securities Act and the
         Exchange Act, if required; and

                  (iv) any necessary qualification or registration under
         applicable state securities laws or the availability of an exemption
         from such qualification and registration.


                                       25
<PAGE>   31
                  The Issuer may pay the Purchase Price (or any portion thereof)
in Shares only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation. If the foregoing
conditions are not satisfied with respect to a Holder or Holders prior to the
close of business on the Purchase Date and the Issuer has elected to purchase
the Securities pursuant to this Section 3.07 through the issuance of Shares, the
Issuer shall pay the entire Purchase Price of the Securities of such Holder or
Holders in cash.

                  The "Market Price" means the average of the Sale Prices of the
Shares for the five day trading period ending on the third trading day prior to
the applicable Purchase Date, Change in Control Purchase Date or Conversion
Date, as the case may be, appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such trading days
during such five trading day period and ending on such Purchase Date, Change in
Control Purchase Date or Conversion Date, as the case may be, of any event
described in Section 11.06, 11.07 or 11.08; subject, however, to the conditions
set forth in Sections 11.09 and 11.10.

                  The "Sale Price" of the Shares on any date means the closing
per Share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States National Securities Exchange on
which the Shares are then listed or quoted.

                  (e) Notice. The Issuer's notice of whether it intends to pay
the Purchase Price with cash or Shares or any combination thereof shall be sent
to the Holders (and to beneficial owners as required by applicable law) in the
manner provided herein (the "Issuer's Notice"). The Issuer's Notice shall be
sent to Holders (and to beneficial owners as required by applicable law) not
less than 20 Business Days prior to such Purchase Date (the "Issuer's Notice
Date"). The Issuer's Notice shall state the manner of payment and shall contain
the following information:

                  In the event the Issuer has elected to pay the Purchase Price
(or a specified percentage thereof) with Shares, the Issuer's Notice shall:

                  (1) state that each Holder will receive Shares in respect of
         the specified percentage of the Purchase Price of the Securities held
         by such Holder (except any cash amount to be paid in lieu of fractional
         Shares);

                  (2) state that the total number of Shares to be issued to
         Holders will be equal to the quotient obtained by dividing (i) the
         amount of cash to which the Securityholders would have been entitled
         had the Issuer elected to pay all or such specified percentage, as the
         case may be, of the Purchase Price of such Securities in cash by (ii)
         the Market Price of a Share;

                  (3) set forth the method of calculating the Market Price of a
         Share; and

                  (4) state that because the Market Price of a Share will be
         determined prior to the Purchase Date, Holders will bear the market
         risk with respect to the value of a Share to be received from the date
         such Market Price is determined to the Purchase Date.

                                       26
<PAGE>   32
                  In any case, each Issuer's Notice shall include a form of
Purchase Notice to be completed by a Securityholder and shall state:

                  (i) the Purchase Price and the Conversion Rate applicable on
         the Issuer's Notice Date;

                  (ii) the name and address of the Paying Agent and the
         Conversion Agent;

                  (iii) that Securities as to which a Purchase Notice has been
         given may be converted pursuant to Article 11 hereof only if the
         applicable Purchase Notice has been withdrawn in accordance with the
         terms of this Indenture;

                  (iv) that Securities must be surrendered to the Paying Agent
         for cancellation to collect payment;

                  (v) that the Purchase Price for any security as to which a
         Purchase Notice has been given and not withdrawn will be paid promptly
         following the later of the Purchase Date and the time of surrender of
         such Security as described in (iv);

                  (vi) the procedures the Holder must follow to exercise rights
         under Section 3.08 and a brief description of those rights;

                  (vii) briefly, the conversion rights of the Securities;

                  (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 3.07(a)(1)(D) or Section 3.09);

                  (ix) that, unless the Issuer defaults in making payment of
         such Purchase Price, Original Issue Discount on Securities covered by
         any Purchase Notice, or interest (including Contingent Interest or
         Defaulted Interest), if any, will cease to accrue on and after the
         Purchase Date; and

                  (x) the CUSIP number of the Securities, if applicable.

                  At the Issuer's request, the Trustee shall give such Issuer's
Notice in the name of the Issuer and at the Issuer's expense; provided, however,
that, in all cases, the text of such Issuer's Notice shall be prepared by the
Issuer.

                  (f) Covenants of the Issuer and the Trust. All Shares
delivered upon purchase of the Securities shall be newly issued Shares, shall be
duly authorized, validly issued, fully paid and nonassessable, and shall be free
from preemptive rights and free of any lien or adverse claim.

                  The Issuer and the Trust (except in the event of a Share
Separation Event) shall use their best efforts to list or cause to have quoted
any Shares to be issued to purchase Securities on each United States National
Securities Exchange or automated over-the-counter trading market in the United
States on which the Shares are then listed or quoted.

                                       27
<PAGE>   33
                  (g) Procedure upon Purchase. The Issuer shall deposit cash (in
respect of a cash purchase under Section 3.07(c) or for fractional interests, as
applicable) or Shares, or a combination thereof, as applicable, at the time and
in the manner as provided in Section 3.10, sufficient to pay the aggregate
Purchase Price of all Securities to be purchased pursuant to this Section 3.07.
As soon as practicable after the Purchase Date, the Issuer shall deliver to each
Holder entitled to receive Shares through its stock transfer agent, a
certificate for the number of Shares issuable in payment of the Purchase Price.
The Person in whose name the certificate for Shares is registered shall be
treated as a holder of record of Shares on the Business Day following the
Purchase Date. Subject to Section 3.07(d), no payment or adjustment will be made
for dividends on any Shares delivered in payment of the Purchase Price the
record date for which occurred on or prior to the Purchase Date.

                  (h) Taxes. If a Holder of a Security is paid in Shares, the
Issuer shall pay any documentary, stamp or similar issue or transfer tax due on
such issue of Shares. However, the Holder shall pay any such tax which is due
because the Holder requests the Shares to be issued in a name other than the
Holder's name. The Paying Agent may refuse to deliver the certificates
representing the Shares being issued in a name other than the Holder's name
until the Paying Agent receives a sum that the Issuer deems to be sufficient to
pay any tax which will be due because the Shares are to be issued in a name
other than the Holder's name. Nothing herein shall preclude any income tax
withholding required by law or regulations.

                  SECTION 3.08. Repurchase of Securities at Option of the Holder
upon Change in Control.

                  (a) General. If on or prior to _________, 20__ there shall
have occurred a Change in Control, Securities shall be purchased by the Issuer,
at a purchase price specified in the Securities (the "Change in Control Purchase
Price"), as of a date that is not later than 35 Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date"), at
the option of the Holder thereof, upon:


                  (1) delivery to the Paying Agent by the Holder of a written
         notice of purchase (a "Change in Control Purchase Notice"),
         substantially in the form of Exhibit __ hereto, at any time until the
         close of business on the third Business Day prior to the Change in
         Control Purchase Date stating:


                           (A) the certificate number of the Security which the
                  Holder will deliver to be purchased,

                           (B) the portion of the Principal Amount at Maturity
                  of the Security which the Holder will deliver to be purchased,
                  which portion must be in a Principal Amount at Maturity of
                  $1,000 or integral multiples thereof, and

                           (C) that such Security shall be purchased as of the
                  Change in Control Purchase Date pursuant to the terms and
                  conditions specified in the Securities and in this Indenture,
                  and

                  (2) delivery of such Security to the Paying Agent for
         cancellation prior to, on or after the Change in Control Purchase Date
         (together with all necessary endorsements) at


                                       28
<PAGE>   34
         the offices of the Paying Agent, such delivery being a condition to
         receipt by the Holder of the Change in Control Purchase Price therefor;
         provided, however, that such Change in Control Purchase Price shall be
         so paid pursuant to this Section 3.08 only if the Security so delivered
         to the Paying Agent shall conform in all respects to the description
         thereof in the related Change in Control Purchase Notice.

                  The Issuer shall purchase from the Holder thereof, pursuant to
this Section 3.08, a portion of a Security if the Principal Amount at Maturity
of such portion is $1,000 or an integral multiple of $1,000 if so requested by
the Holder. Provisions of this Indenture that apply to the purchase of all of a
Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Issuer contemplated pursuant to the
provisions of this Section 3.08 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.08(a) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.09.

                  The Paying Agent shall promptly notify the Issuer of the
receipt by it of any Change in Control Purchase Notice or written notice of
withdrawal thereof.

                  A "Change in Control" shall be deemed to have occurred at such
time as any of the following events shall occur:

                  (i) any Person, including its Affiliates and associates, other
         than the Issuer, its Subsidiaries or its or their employee benefit
         plans, or an Excluded Person, files a Schedule TO (or any schedule,
         form or report under the Exchange Act) disclosing that such Person has
         become the direct or indirect beneficial owner of 50% or more of the
         voting power of the Shares or other Capital Stock into which the Shares
         are reclassified or changed; or

                  (ii) there shall be consummated any Share exchange,
         consolidation or merger of the Issuer pursuant to which the Shares will
         be converted into cash, securities or other property, in each case
         other than a Share exchange, consolidation or merger of the Issuer in
         which the holders of the Shares immediately prior to the Share
         exchange, consolidation or merger of the Issuer have, directly or
         indirectly, at least a majority of the total voting power in the
         aggregate of all classes of Capital Stock of the continuing or
         surviving corporation immediately after the Share exchange,
         consolidation or merger.


                   An "Excluded Person" is Barry S. Sternlicht or any of his
Affiliates in which he beneficially owns more voting securities than any other
Person.


                  (b) Purchase with Cash. On each Change in Control Purchase
Date, the Change in Control Purchase Price of Securities in respect of which a
Change in Control Purchase Notice


                                       29
<PAGE>   35
pursuant to Section 3.08(a) has been given shall be paid by the Issuer with cash
equal to the aggregate Change in Control Purchase Price of such Securities.

                  (c) Notice of Change in Control. Within 15 Business Days after
the occurrence of a Change in Control, the Issuer shall mail notice of the
Change in Control (the "Change in Control Notice") by first-class mail to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The Change in Control Notice shall be sent to Holders (and to beneficial
owners as required by applicable law) not less than 35 Business Days prior to
such Change in Control Purchase Date (the "Change in Control Notice Date"). The
notice shall include a form of Change in Control Purchase Notice to be completed
by the Securityholder and shall state:

                  (1) briefly, the events causing a Change in Control and the
         date of such Change in Control;

                  (2) the date by which the Change in Control Purchase Notice
         pursuant to this Section 3.08 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

                  (5) the name and address of the Paying Agent and the
         Conversion Agent;

                  (6) the Conversion Rate applicable on the Change in Control
         Notice Date and any adjustments to the Conversion Rate;

                  (7) that Securities as to which a Change in Control Purchase
         Notice has been given may be converted pursuant to Article 11 hereof
         only if the Change in Control Purchase Notice has been withdrawn in
         accordance with the terms of this Indenture; and

                  (8) briefly, the procedures the Holder must follow to exercise
         rights under this Section 3.08.

                  At the Issuer's request, the Trustee shall give such Change in
Control Notice in the name of the Issuer and at the Issuer's expense; provided,
however, that, in all cases, the text of such Change in Control Notice shall be
prepared by the Issuer.

                  (d) Procedure upon Purchase. The Issuer shall deposit cash at
the time and in the manner as provided in Section 3.10, sufficient to pay the
aggregate Change in Control Purchase Price of all Securities to be purchased
pursuant to this Section 3.08.

                  SECTION 3.09. Effect of Purchase Notice or Change in Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.07(a) or Section
3.08(a) or 3.14(b), as applicable, the Holder of the Security in respect of
which such Purchase Notice or Change in Control Purchase Notice, as the case may
be, was given shall (unless such Purchase Notice or Change in Control Purchase
Notice is withdrawn as specified in the following two paragraphs) thereafter be
entitled to receive solely


                                       30
<PAGE>   36
the Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Security. Such Purchase Price or Change in Control Purchase
Price shall be paid to such Holder, subject to receipts of funds and/or
securities by the Paying Agent, promptly following the later of (x) the Purchase
Date, the Change in Control Purchase Date or the Trust Assumption Event Purchase
Date, as the case may be, with respect to such Security (provided the conditions
in Section 3.07(a) or Section 3.08(a) or 3.14(b), as applicable, have been
satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 3.07(a) or Section 3.08(a)
or Section 3.14(e), as applicable. Securities in respect of which a Purchase
Notice or Change in Control Purchase Notice, as the case may be, has been given
by the Holder thereof may not be converted pursuant to Article 11 hereof on or
after the date of the delivery of such Purchase Notice or Change in Control
Purchase Notice, as the case may be, unless such Purchase Notice or Change in
Control Purchase Notice, as the case may be, has first been validly withdrawn as
specified in the following two paragraphs.

                  A Purchase Notice or Change in Control Purchase Notice, as the
case may be, may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Purchase
Notice or Change in Control Purchase Notice, as the case may be, at any time
prior to the close of business on the Purchase Date or the Change in Control
Purchase Date, as the case may be, specifying:

                  (1) the certificate number of the Security in respect of which
         such notice of withdrawal is being submitted,

                  (2) the Principal Amount at Maturity of the Security with
         respect to which such notice of withdrawal is being submitted, and

                  (3) the Principal Amount at Maturity, if any, of such Security
         which remains subject to the original Purchase Notice or Change in
         Control Purchase Notice, as the case may be, and which has been or will
         be delivered for purchase or repurchase by the Issuer.

                  A written notice of withdrawal of a Purchase Notice or Change
in Control Purchase Notice may be in the form set forth in the preceding
paragraph or may be in the form of (i) a conditional withdrawal contained in a
Purchase Notice pursuant to the terms of Section 3.07(a)(1)(D) or (ii) a
conditional withdrawal containing the information set forth in Section
3.07(a)(1)(D) and the preceding paragraph and contained in a written notice of
withdrawal delivered to the Paying Agent as set forth in the preceding
paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.07 or 3.08 (other than through the issuance of Shares in payment of
the Purchase Price), including cash in lieu of fractional shares if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Securities, of the required Purchase Notice or Change in Control
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, with respect to such Securities) and the
Paying Agent shall promptly return to the respective Holders thereof any
Securities (x) with respect to which a Purchase Notice or Change in Control
Purchase Notice, as the case may be, has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment


                                       31
<PAGE>   37
of the Purchase Price or Change in Control Purchase Price, as the case may be,
with respect to such Securities) in which case, upon such return, the Purchase
Notice or Change in Control Purchase Notice with respect thereto shall be deemed
to have been withdrawn.

                  SECTION 3.10. Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 11:00 a.m. (local time in The City of New York) on the
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Issuer shall deposit with the Trustee or with the Paying
Agent (or, if the Issuer or a Subsidiary of the Issuer is the Paying Agent,
shall segregate and hold in trust) an amount of money (in immediately available
funds if deposited on such Business Day) sufficient to pay the cash portion of
the aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of all the Securities or portions thereof which are to be purchased as
of the Purchase Date or Change in Control Purchase Date, as the case may be, and
shall instruct its stock transfer agent to deliver the number of Shares issuable
in payment of the remaining portion of the aggregate Purchase Price. The Issuer
shall promptly notify the Trustee in writing of the amount of any deposits of
cash or deliveries of Shares made pursuant to this Section.

                  SECTION 3.11. Securities Purchased or Repurchased in Part. Any
Security which is to be purchased or repurchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Issuer or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Issuer and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Issuer
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate Principal
Amount at Maturity equal to, and in exchange for, the portion of the Principal
Amount at Maturity of the Security so surrendered which is not purchased.

                  SECTION 3.12. Covenant to Comply With Securities Laws Upon
Purchase or Repurchase of Securities. In connection with any offer to purchase
or repurchase or purchase or repurchase of Securities under Section 3.07 or 3.08
hereof (provided that such offer or purchase or repurchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Issuer shall (i) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Sections 3.07 and 3.08 to be exercised in the time and in the
manner specified in Sections 3.07 and 3.08.

                  SECTION 3.13. Repayment to the Issuer. The Trustee and the
Paying Agent shall return to the Issuer any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Purchase Price or Change in Control Purchase Price, as the case
may be; provided, however, that to the extent that the aggregate amount of cash
deposited by the Issuer pursuant to Section 3.10 exceeds the cash portion of the
aggregate Purchase Price or Change in Control Purchase Price, as the case may
be, of the Securities or portions thereof which the Issuer is obligated to
purchase as of the Purchase Date or Change in Control Purchase Date, as the case
may be, then on the Business Day following the Purchase


                                       32
<PAGE>   38
Date or Change in Control Purchase Date, as the case may be, the Trustee shall
return any such excess to the Issuer.

                  SECTION 3.14. Redemption or Repurchase Upon Trust Assumption
Event.

                  (a) By the Issuer or the Trust. If there shall have occurred a
Trust Assumption Event, the Issuer or the Trust, at either the Issuer's or the
Trust's option, may elect to redeem Securities in accordance with the provisions
thereof and of this Indenture. If either the Issuer or the Trust elect to redeem
Securities, it shall notify the Trustee in writing of the date of redemption
(the "Trust Assumption Event Redemption Date"), which date shall be a date not
later than 60 days after the effective date of the Trust Assumption Event, the
Principal Amount at Maturity of Securities to be redeemed and the Trust
Assumption Event Redemption Price.

                  The Issuer or the Trust shall give notice to the Trustee
provided for in this Section at least 30 days but not more than 60 days before
the Trust Assumption Event Redemption Date unless the Trustee consents to a
shorter period. Such notice shall be accompanied by an Officers' Certificate
from the Issuer or the Trust to the effect that such redemption will comply with
the conditions herein. If fewer than all the Securities are to be redeemed, the
record date relating to such redemption shall be selected by the Issuer or the
Trust and given to the Trustee, which record date shall be not fewer than 15
days after the date of notice to the Trustee. Any such notice may be canceled at
any time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

                  If fewer than all the Securities held in definitive form are
to be redeemed, the Trustee shall select the Securities to be redeemed on a pro
rata basis in accordance with the Principal Amounts at Maturity. The Trustee
shall make the selection at least 30 days but no more than 60 days before the
Trust Assumption Event Redemption Date from outstanding Securities not
previously called for redemption. Securities and portions thereof that the
Trustee selects shall be in Principal Amounts at Maturity of $1,000 or integral
multiples of $1,000. Provisions of this Indenture that apply to Securities
called for redemption also apply to portions of Securities called for
redemption. The Trustee shall promptly notify the Issuer or the Trust of the
Securities or portions thereof to be redeemed.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted during a selection of Securities to be redeemed shall
be treated by the Trustee as outstanding for the purpose of such selection.

                  At least 30 days but not more than 60 days before a Trust
Assumption Event Redemption Date, the Issuer or the Trust shall mail a notice of
redemption by first-class mail to each Holder of Securities to be redeemed at
such Holder's registered address.

                 The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the Trust Assumption Event Redemption Date;

                  (2) the Trust Assumption Event Redemption Price;


                                       33
<PAGE>   39
                  (3) the name and address of the Paying Agent;

                  (4) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Trust Assumption Event Redemption
         Price;

                  (5) that Holders who want to convert Securities must satisfy
         the requirements set forth therein and in this Indenture;

                  (6) if fewer than all the outstanding Securities are to be
         redeemed, the certificate numbers and Principal Amounts at Maturity of
         the particular Securities to be redeemed;

                  (7) that, unless the Issuer or Trust defaults in making
         payment of such Trust Assumption Event Redemption Price or the Paying
         Agent is prohibited from making such payment pursuant to the terms of
         this Indenture, Original Issue Discount on Securities (or portions
         thereof) called for redemption, or interest (including Contingent
         Interest and Defaulted Interest), if any, will cease to accrue on and
         after the Trust Assumption Event Redemption Date;

                  (8) the CUSIP number, if any, printed on the Securities being
         redeemed; and

                  (9) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.

                  At the Issuer's or the Trust's request, the Trustee shall give
the notice of redemption in the Issuer's or the Trust's name and at the Issuer's
or Trust's expense. In such event, the Issuer or the Trust shall provide the
Trustee with the information required by this Section.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Trust Assumption Event Redemption Date
and at the Trust Assumption Event Redemption Price stated in the notice except
for Securities which are converted in accordance with the terms of this
Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at
the Trust Assumption Event Redemption Price stated in the notice. Failure to
give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

                  (b) By the Holder. If there shall have occurred a Trust
Assumption Event, Securities shall be purchased by the Trust at a purchase price
specified in the Securities (the "Trust Assumption Event Purchase Price"), as of
a date that is not later than 60 days after the date of the Trust Assumption
Event (the "Trust Assumption Event Purchase Date"), at the option of Holder
upon:


                  (1) delivery to the Trustee by Holder of a Purchase Notice,
         substantially in the form of Exhibit ___ hereto, at any time until the
         close of business on the third Business Day prior to the Trust
         Assumption Event Purchase Date stating:


                           (A) the certificate number of the Security which the
                  Holder will deliver to be purchased,

                                       34
<PAGE>   40
                           (B) the portion of the Principal Amount at Maturity
                  of the Security which the Holder will deliver to be purchased,
                  which portion must be in a Principal Amount at Maturity of
                  $1,000 or integral multiples thereof, and

                           (C) that such Security shall be purchased as of the
                  Trust Assumption Event Purchase Date pursuant to the terms and
                  conditions specified in the Securities and in this Indenture,
                  and

                  (2) delivery of such Security to the Paying Agent for
         cancellation prior to, on or after the Trust Assumption Event Purchase
         Date (together with all necessary endorsements) at the offices of the
         Paying Agent, such delivery being a condition to receipt by the Holder
         of the Trust Assumption Event Purchase Price therefor; provided,
         however, that such Trust Assumption Event Purchase Price shall be so
         paid pursuant to this Section 3.14(b) only if the Security so delivered
         to the Paying Agent shall conform in all respects to the description
         thereof in the related Purchase Notice.

                  The Trust shall purchase from the Holder thereof, pursuant to
this Section 3.14(b), a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000 if so
requested by the Holder. Provisions of this Indenture that apply to the purchase
of all of a Security also apply to the purchase of such portion of such
Security.

                  Any purchase by the Trust contemplated pursuant to the
provisions of this Section 3.14(b) shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Trust Assumption Event Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.14(b) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Trust Assumption Event Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
3.09.

                  The Paying Agent shall promptly notify the Trust of the
receipt by it of any Purchase Notice or written notice of withdrawal thereof.

                  (c) Purchase with Cash. On each Trust Assumption Event
Redemption Date and Trust Assumption Event Purchase Date, the Trust Assumption
Event Purchase Price of Securities in respect of which a notice of redemption
pursuant to Section 3.14(a) or a Purchase Notice pursuant to Section 3.14(b) has
been given, shall be paid by the Issuer or the Trust, as the case may be, with
cash equal to the aggregate Trust Assumption Event Purchase Price of such
Securities.

                  (d) Notice of Trust Assumption Event. Within 15 days after the
occurrence of a Trust Assumption Event, the Issuer or the Trust shall mail
notice of the Trust Assumption Event (the "Trust Assumption Event Notice") by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The Trust Assumption Event Notice shall be sent to
Holders (and to beneficial owners as required by applicable law) not less than
35 days prior to such Trust Assumption Event Redemption Date or Trust Assumption
Event Purchase


                                       35
<PAGE>   41
Date (the "Trust Assumption Event Notice Date"). The notice shall include a form
of Purchase Notice to be completed by the Securityholder and shall state:

                  (1) briefly, the events causing a Trust Assumption Event and
         the date of such Trust Assumption Event;

                  (2) the date by which the Purchase Notice pursuant to this
         Section 3.14 must be given;

                  (3) the Trust Assumption Event Redemption Date or Trust
         Assumption Event Purchase Date;

                  (4) the Trust Assumption Event Purchase Price;

                  (5) the name and address of the Paying Agent and the
         Conversion Agent;

                  (6) the Conversion Rate applicable on the Trust Assumption
         Event Notice Date and any adjustments to the Conversion Rate;

                  (7) that Securities as to which a Purchase Notice has been
         given may be converted pursuant to Article 11 hereof only if the
         Purchase Notice has been withdrawn in accordance with the terms of this
         Indenture; and

                  (8) briefly, the procedures the Holder must follow to exercise
         rights under this Section 3.14(b).

                  At the Issuer's or the Trust's request, the Trustee shall give
such Trust Assumption Event Notice in the name of the Issuer or the Trust and at
the Issuer's or the Trust's expense; provided, however, that, in all cases, the
text of such Purchase Notice shall be prepared by the Issuer or the Trust.

                  (e) Procedure upon Purchase. The Issuer or the Trust shall
deposit cash at the time and in the manner as provided in Section 3.10,
sufficient to pay the aggregate Trust Assumption Event Purchase Price of all
Securities to be purchased pursuant to this Section 3.14.

                                   ARTICLE 4

                                    COVENANTS

                  SECTION 4.01. Payment of Securities. The Issuer shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Such payments shall be
considered made on the date due if on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, money sufficient to make all payments
with respect of the Securities then due and the Trustee or the Paying Agent, as
the case may be, is not prohibited from paying such money to the Securityholders
on that date pursuant to the terms of this Indenture.

                                       36
<PAGE>   42
                  SECTION 4.02. Financial Information; SEC Reports. At any time
the Issuer is not subject to either Section 13 or 15(d) of the Exchange Act, the
Issuer shall at the request of any Holder (or holders of Shares issued upon
conversion of the Securities) provide to such Holder (or holders of such Shares)
and any prospective purchaser designated by such Holders (or holders of such
Shares), as the case may be, such information, if any, required by Rule
144A(d)(4) under the Securities Act. Further, the Issuer shall file with the
Trustee, within 15 days after it files the same with the SEC, copies of its
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Issuer is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Issuer's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates). The Issuer
also shall comply with any other provisions of Trust Indenture Act Section
314(a).

                  SECTION 4.03. Corporate Existence. The Issuer shall do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, material rights (charter and statutory) and
material franchises (other than as contemplated by Section 5.01); provided,
however, that the Issuer shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation of
such rights or franchises is no longer desirable in the conduct of the business
of the Issuer.

                  SECTION 4.04. Restrictions on Liens. So long as any of the
Securities are outstanding, the Issuer shall not pledge, mortgage or
hypothecate, or permit to exist, and shall not cause, suffer or permit any
Restricted Subsidiary to pledge, mortgage or hypothecate, or permit to exist,
except in favor of the Issuer or any Subsidiary, any mortgage, pledge or other
lien upon, any Principal Property at any time owned by it, to secure any
indebtedness, without making effective provisions whereby the Securities shall
be equally and ratably secured with any and all such indebtedness and with any
other indebtedness thereby; provided, however, that this restriction shall not
apply to or prevent the creation or existence of:

                  (a) mortgages or other liens on any such property acquired,
constructed or improved by the Issuer or a Restricted Subsidiary to secure or
provide for the payment of any part of the purchase price of such property or
the cost of such construction or improvement or any mortgage or other lien on
any such property existing at the time of acquisition thereof;

                  (b) any mortgage or other lien on any property of another
company existing at the time it is acquired by merger, consolidation or
acquisition of substantially all of its stock or its assets;

                  (c) pledges or deposits to secure payment of workers'
compensation or insurance premiums, or relating to tenders, bids, contracts
(except contracts for the payment of money) or leases;

                                       37
<PAGE>   43
                  (d) pledges or liens in connection with tax assessments or
other governmental charges, or as security required by law or governmental
regulation as a condition to the transaction of any business or the exercise of
any privilege or right;

                  (e) pledges or liens to secure a stay of process in
proceedings to enforce a contested liability, or required in connection with the
institution of legal proceedings or in connection with any other order or decree
in any such proceeding or in connection with any contest of any tax or other
governmental charge, or deposits with a governmental agency entitling the Issuer
or a Restricted Subsidiary to maintain self-insurance or to participate in other
specified insurance arrangements;

                  (f) mechanics', carriers', workmen's and other like liens;

                  (g) encumbrances in favor of the U.S. Government to secure
progress or advance payments;

                  (h) mortgages, pledges or other liens securing any
indebtedness incurred to finance the cost of property leased to the U.S.
Government at a rental rate sufficient to pay the principal of and interest on
such indebtedness;

                  (i) mortgages or other liens securing indebtedness of a
Restricted Subsidiary to the Issuer or to a Restricted Subsidiary;

                  (j) mortgages, pledges or other liens affecting property
securing indebtedness of a governmental authority issued to finance the cost of
a pollution control program with respect to operations of the Issuer or a
Restricted Subsidiary;

                  (k) renewals, extensions and replacements of any permitted
mortgage, lien, deposit or encumbrance, provided the amount secured is not
increased;

                  (l) mortgages or other liens on any such property existing on
the date hereof; and

                  (m) the creation of any other mortgage, pledge or other lien,
if, after giving effect to the creation thereof, the total of (i) the aggregate
principal amount of indebtedness of the Issuer and its Restricted Subsidiaries
secured by all mortgages, pledges or other liens created under the provisions
referred to in this clause (m), plus (ii) the aggregate amount of Capitalized
Lease-Back Obligations of the Issuer and its Restricted Subsidiaries under the
entire unexpired terms of all leases entered into in connection with sale and
lease-back transactions which would have been precluded by the provision for
limitations on such transactions described above, but for the satisfaction of
the condition referred to in clause (ii) of the description of such provision,
will not exceed an amount equal to 15% of Consolidated Net Tangible Assets.

                  The lease of any property and rental obligations thereunder
(whether or not involving a Sale and Lease-Back Transaction and whether or not
capitalized) shall not be deemed to create a lien. The sale or other transfer of
(a) timber of other natural resources in place for a period of time until, or in
an amount such that, the purchaser will realize therefrom a specified amount of
money (however determined) or a specified amount of such resources, or (b) any
other interest in


                                       38
<PAGE>   44
property of the character commonly referred to as a "production payment", shall
not be deemed to create a lien.

                  SECTION 4.05. Sale and Leaseback Transaction. The Issuer shall
not, and shall not permit any Restricted Subsidiary to, after the date hereof,
enter into any arrangement with any Person providing for the leasing by the
Issuer or any Restricted Subsidiary of any Principal Property now owned or
hereafter acquired which has been or is to be sold or transferred by the Issuer
or such Restricted Subsidiary to such Person with the intention of taking back a
lease of such Principal Property (a "Sale and Leaseback Transaction"), unless
(i) the Issuer or such Restricted Subsidiary applies or causes to be applied an
amount equal to the greater of the fair value (as determined by the Board of
Directors) of such Principal Property and the net proceeds of such sale or
transfer, within 120 days of receipt thereof, to the retirement or prepayment of
the Securities or of Funded Debt of the Issuer or any Restricted Subsidiary
ranking equal in right of payment with the Securities or to the acquisition,
construction, development or improvement of properties, facilities or equipment
used for operating purposes which are, or upon such acquisition, construction,
development or improvement will be, a Principal Property or a part thereof, or
(ii) at the time of entering into such transaction, such Principal Property
could have been subjected to a mortgage-securing indebtedness in a principal
amount equal to the Capitalized Lease-Back Obligation with respect to such
Principal Property under Section 4.04(m) without securing the Securities
pursuant to Section 4.04. The foregoing restriction shall not apply to any Sale
and Leaseback Transaction (i) between the Issuer and any Restricted Subsidiary
or among Restricted Subsidiaries, (ii) which has a lease of less than three
years in length, or (iii) entered into within 120 days after the later of the
acquisition of such Principal Property or the completion of construction and
commencement of full operation of such Principal Property.


                  SECTION 4.06. Compliance Certificate. The Issuer shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Issuer
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Issuer they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Issuer is taking or proposes to take
with respect thereto. The Issuer also shall comply with Trust Indenture Act
Section 314(a)(4).


                  SECTION 4.07. Further Instruments and Acts. The Issuer shall
execute and deliver to the Trustee such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

                  SECTION 4.08. Calculation of Original Issue Discount. The
Issuer shall file with the Trustee promptly at the end of each calendar year (i)
a written notice specifying the amount of Original Issue Discount (including
daily rates and accrual periods) accrued on the outstanding Securities as of the
end of such year and (ii) such other specific information relating to such
Original Issue Discount as the Issuer believes is then relevant under the Code.

                  SECTION 4.09. Securities To Be Equally and Ratably Secured
Under Pledge Agreement. (a) Until a Pledge Termination Event occurs, the
Securities shall be entitled to the benefits of the Pledge Agreement as
described and confirmed in the Notice of Pledge Agreement Entitlement, a form of
which appears as Exhibit __ to this Indenture.

                                       39
<PAGE>   45
                  (b) At or prior to the original issuance of any Securities,
unless a Pledge Termination Event has occurred, the Issuer will have delivered
an executed Notice of Pledge Agreement Entitlement to the collateral agent under
the Pledge Agreement and will have obtained a confirmation of receipt and
approval, a form of which appears as Exhibit __ to this Indenture.

                  (c) Until a Pledge Termination Event occurs, the Issuer will
do all things necessary to extend the benefits of the Pledge Agreement to the
Securities as provided in the Notice of Pledge Agreement Entitlement, including
without limitation, executing, filing, registering or recording any instruments,
documents, confirmations or notices and complying with the reasonable requests
of the collateral agent.

                  (d) The Issuer shall comply with the requirements of Section
314(d) of the Trust Indenture Act of 1939, as amended, to the extent applicable
to the Securities and the Pledge Agreement.

                  (e) Each Holder, by acceptance of a Security, and the Trustee
acknowledge and agree that the benefits of the Pledge Agreement shall terminate
upon a Pledge Termination Event, and that prior to a Pledge Termination Event,
the collateral agent under the Pledge Agreement may release any part of the
collateral under the Pledge Agreement without the consent of any Holder or the
Trustee.

                  (f) In the event that a Pledge Termination Event occurs as a
result of a simultaneous refinancing of the Senior Credit Facility and such
refinanced Indebtedness is secured by a lien on any of the assets or properties
of the Issuer or any Guarantor, the Securities shall be secured equally and
ratably so long as, and only for so long as, such other indebtedness is so
secured.

                  SECTION 4.10. Designation of Subsidiaries.

                  The Issuer may at any time designate a Restricted Subsidiary
as an Unrestricted Subsidiary and may at any time rescind the designation of an
Unrestricted Subsidiary, except that:

                  (a) the Issuer shall not designate a subsidiary as an
Unrestricted Subsidiary if, upon the effectiveness of such designation, such
subsidiary would own any Capital Stock of, or hold any Indebtedness of, any
Restricted Subsidiary and

                  (b) the Issuer shall not redesignate an Unrestricted
Subsidiary as a Restricted Subsidiary unless (i) such Unrestricted Subsidiary
has no outstanding liens on its properties that would be prohibited by Section
4.04 if created immediately after such Unrestricted Subsidiary was designated as
a Restricted Subsidiary and (ii) such Unrestricted Subsidiary is not a party to
any lease that would be prohibited by Section 4.05 if at the time such
Unrestricted Subsidiary entered into such lease it was designated as a
Restricted Subsidiary.

                                       40
<PAGE>   46
                                   ARTICLE 5

                               SUCCESSOR COMPANIES

                  SECTION 5.01. Merger and Consolidation. Except as otherwise
contemplated by Section 11.21, the Issuer shall not consolidate with or merge
with or into, or convey, transfer or lease its properties and assets as, or
substantially as, an entirety to, any Person, unless:

                  (i) the resulting, surviving or transferee Person (the
         "Successor Company") shall expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, in form satisfactory
         to the Trustee, all the obligations of the Issuer under the Securities
         and this Indenture; and

                  (ii) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing.

                  The Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Issuer under this Indenture.
The predecessor Issuer in the case of a transfer or lease of its properties and
assets as, or substantially as, an entirety shall be discharged from its
obligations under the Securities and this Indenture, other than, in the event
the predecessor Issuer is not the Successor Company, the predecessor Issuer's
obligation to deliver Shares (or other property) upon conversion of the
Securities in accordance with Article 11.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default. An "Event of Default" with
respect to any series of a Security, occurs if:

                  (1) the Issuer defaults in any payment of the Principal Amount
         at Maturity (or, if the Securities have been converted to semi-annual
         coupon notes following a Tax Event, the Restated Principal Amount), or
         premium, if any, Redemption Price, Purchase Price, Change in Control
         Purchase Price or Trust Assumption Event Purchase Price on such series
         when it becomes due and payable;

                  (2) the Issuer defaults in the payment of interest (if the
         Issuer has exercised its option following a Tax Event to convert such
         series of Securities into semi-annual coupon notes) or Contingent
         Interest or liquidated damages on such series of Securities when such
         interest or Contingent Interest, if any, or liquidated damages becomes
         due and payable, and such default continues for a period of 30 days;

                  (3) the Issuer fails to comply with any of its covenants or
         agreements contained in such series of Securities or this Indenture
         (other than those referred to in (1) or (2) above) and such failure
         continues for 60 days after the notice specified below;

                                       41
<PAGE>   47
                  (4) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Issuer,
         whether such Indebtedness or guarantee now exists, or is created after
         the date of this Indenture, which default results in the acceleration
         of such Indebtedness prior to its express maturity and, in each case,
         the principal amount of such Indebtedness, together with the principal
         amount of any other such Indebtedness the maturity of which has been so
         accelerated, aggregates $100 million or more and such acceleration
         continues for 30 days after the notice specified below;

                  (5) the Issuer or, so long as there are any Guarantors, any
         Guarantor that constitutes a Significant Subsidiary of the Issuer
         pursuant to or within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

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

                           (C) consents to the appointment of a Custodian of it
                  or for any substantial part of its property; or

                           (D) makes a general assignment for the benefit of its
                  creditors or takes any comparable action under any foreign
                  laws relating to insolvency; or

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

                           (A) is for relief against the Issuer or, so long as
                  there are any Guarantors, any Guarantor that constitutes a
                  Significant Subsidiary of the Issuer or in an involuntary
                  case;

                           (B) appoints a Custodian of the Issuer or, so long as
                  there are any Guarantors, any Guarantor that constitutes a
                  Significant Subsidiary of the Issuer or for any substantial
                  part of its property; or

                           (C) orders the winding up or liquidation of the
                  Issuer or, so long as there are any Guarantors, any Guarantor
                  that constitutes a Significant Subsidiary of the Issuer or any
                  similar relief is granted under any foreign laws and the order
                  or decree remains unstayed and in effect for 60 days.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is 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.

                  An Event of Default with respect to any particular series of
Securities issued under this Indenture does not necessarily constitute an Event
of Default with respect to any other series of Securities issued under this
Indenture.

                                       42
<PAGE>   48
                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  A Default under clause (3) or (4) above is not an Event of
Default until the Trustee or the Holders of at least 25% in Principal Amount at
Maturity of the outstanding Securities notify the Issuer of the Default and the
Issuer does not cure such Default within the time specified in clause (3) or
(4), as the case may be, after receipt of such notice. Such notice must specify
the Default, demand that it be remedied and state that such notice is a "Notice
of Default."

                  SECTION 6.02. Acceleration. If an Event of Default with
respect to any series of Securities at the time outstanding (other than an Event
of Default specified in Section 6.01(5) or (6) with respect to the Issuer)
occurs and is continuing, the Trustee or the Holders of at least 25% in
Principal Amount at Maturity of such outstanding series of Securities, by notice
to the Issuer, may declare the Issue Price (or, if such series of Securities
have been converted into semi-annual coupon notes following the occurrence of a
Tax Event, the Restated Principal Amount) of and accrued Original Issue Discount
(or, if such series of Securities have been converted into semi-annual coupon
notes following the occurrence of a Tax Event, accrued but unpaid interest) and
accrued Contingent Interest to the date of declaration on all such series of
Securities to be immediately due and payable. Upon such a declaration, such
Issue Price (or, if such series of Securities have been converted into
semi-annual coupon notes following the occurrence of a Tax Event, the Restated
Principal Amount) and Original Issue Discount (or, if such series of Securities
have been converted into semi-annual coupon notes following the occurrence of a
Tax Event, accrued but unpaid interest) and accrued Contingent Interest shall be
due and payable immediately. If an Event of Default specified in Section 6.01(5)
or (6) occurs, the Issue Price (or, if such series of Securities have been
converted into semi-annual coupon notes following the occurrence of a Tax Event,
the Restated Principal Amount) of and accrued Original Issue Discount (or, if
such series of Securities have been converted into semi-annual coupon notes
following the occurrence of a Tax Event, accrued but unpaid interest) and
accrued Contingent Interest to the occurrence of such event on all such series
of Securities shall ipso facto become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. The
Holders of a majority in Principal Amount at Maturity of any series of
Securities by notice to the Trustee may rescind an acceleration of such series
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived with
respect to such series except nonpayment of the Issue Price (or, if such series
of Securities have been converted into semi-annual coupon notes following the
occurrence of a Tax Event, the Restated Principal Amount) or Original Issue
Discount (or, if such series of Securities have been converted into semi-annual
coupon notes following the occurrence of a Tax Event, accrued but unpaid
interest) or accrued Contingent Interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of the Issue Price (or, if such series of Securities have been converted
into semi-annual coupon notes following the occurrence of a Tax Event, the
Restated Principal Amount) of or accrued Original


                                       43
<PAGE>   49
Issue Discount (or, if such series of Securities have been converted into
semi-annual coupon notes following the occurrence of a Tax Event, accrued but
unpaid interest) or accrued Contingent Interest on such series of Securities or
to enforce the performance of any provision of such series of Securities or this
Indenture.

                  The Trustee may institute and maintain a suit or legal
proceeding even if it does not possess any of such series of Securities or does
not produce any of them in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in Principal Amount at Maturity of any series of Securities by notice
to the Trustee may waive an existing Default of such series and its consequences
except (i) a Default in the payment of the Issue Price (or, if such series of
Securities have been converted into semi-annual coupon notes following the
occurrence of a Tax Event, the Restated Principal Amount) of, accrued Original
Issue Discount (or, if such series of Securities have been converted into
semi-annual coupon notes following the occurrence of a Tax Event, accrued but
unpaid interest) on or accrued Contingent Interest, or liquidated damages with
respect to such series of Securities, (ii) a Default arising from the failure to
purchase or repurchase any series of Securities when required pursuant to the
terms of this Indenture, or (iii) a Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Securityholder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in Principal Amount at Maturity of any outstanding series of Securities may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or, subject to Section 7.01, that the Trustee
determines is unduly prejudicial to the rights of any other Holder or that would
subject the Trustee to personal liability, unless the Trustee is offered
indemnity reasonably satisfactory to it.

                  SECTION 6.06. Limitation on Suits. Except as provided in
Section 6.07, no Holder of any series of Securities may pursue any remedy with
respect to this Indenture or such series of Securities unless:

                  (1) the Holder previously gave the Trustee written notice
         stating that an Event of Default is continuing;

                  (2) the Holders of at least 25%, in Principal Amount at
         Maturity of such outstanding series of Securities make a written
         request to the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee reasonable
         security or indemnity satisfactory to the Trustee against any loss,
         liability or expense;

                                       44
<PAGE>   50
                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of security or
         indemnity; and

                  (5) the Holders of a majority in Principal Amount at Maturity
         of such outstanding series of Securities do not give the Trustee a
         direction inconsistent with the request during such 60-day period.

                  A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or priority over
another Securityholder.

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of any series of Securities to receive payment of the Issue Price (or, if such
series of Securities have been converted into semi-annual coupon notes, the
Restated Principal Amount) of, and liquidated damages and accrued Original Issue
Discount (or, if such series of Securities have been converted into semi-annual
coupon notes, accrued but unpaid interest) and accrued Contingent Interest on,
such series of Securities held by such Holder, on or after their Maturity, or to
bring suit for the enforcement of any such payment on or after their Maturity or
the right to convert such series of Securities as provided herein, shall not be
impaired or affected without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount then due and owing (together with
interest on any unpaid interest (including Contingent Interest to the extent
lawful) and the amounts provided for in Section 7.07.

                  SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to any Issuer or any of its
Subsidiaries, their creditors or their property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make 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 its counsel, and any other amounts due
the Trustee under Section 7.07.

                  SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to Securityholders for amounts due and unpaid on any
series of Securities for the Issue Price and accrued Original Issue Discount
(or, if such series of Securities have been converted to semi-annual coupon
notes following a Tax Event, the Restated Principal Amount and accrued interest)
and accrued Contingent Interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on such series of Securities for


                                       45
<PAGE>   51
the Issue Price and accrued Original Issue Discount (or, if such series of
Securities have been converted to semi-annual coupon notes following a Tax
Event, the Restated Principal Amount and accrued interest) and accrued
Contingent Interest; and

                  THIRD: to the Issuer.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Trustee shall mail to each Securityholder and the Issuer a
notice that states the record date, the payment date and amount to be paid.

                  SECTION 6.11. Undertaking for Costs. 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, a court in its
discretion may require the filing, by any party litigant in the suit, of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by
Holders of more than 10% in Principal Amount at Maturity of any series of
Securities.

                  SECTION 6.12. Waiver of Stay or Extension Laws. The Issuer (to
the extent it may lawfully do so) shall not at any time insist upon, 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 Issuer
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE 7

                                     TRUSTEE

                  SECTION 7.01. Duties of Trustee. (a) If an Event of Default
with respect to any series of Securities has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise thereof as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs.

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

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

                                       46
<PAGE>   52
                  (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. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

                  (c) The Trustee may not be relieved from liability for its own
grossly negligent action, its own grossly negligent failure to act or its own
willful misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section;

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section.

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer.

                  (f) Money held in trust by the Trustee need not be segregated
from funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers.

                  (h) 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 and to the provisions of the Trust
Indenture Act.

                  SECTION 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. The Trustee need not investigate any
fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may act through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.


                                       47
<PAGE>   53
                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Trustee's conduct does not
constitute willful misconduct or gross negligence.

                  (e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

                  (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, consent, order, approval, bond,
debenture, note or other paper or document.

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default with respect to any series of Securities, except
Events of Default under Section 6.01(1) or (2), unless a Trust Officer of the
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Securities and this
Indenture.

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

                  SECTION 7.03. Individual Rights of Trustee. The Trustee in its
commercial banking or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Issuer or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Issuer's
use of the proceeds from the Securities, and it shall not be responsible for any
statement in this Indenture, in the Securities, or in any document executed in
connection with the sale of the Securities, other than those set forth in the
Trustee's certificate of authentication.

                  SECTION 7.05. Notice of Defaults. If a Default with respect to
any series of Securities occurs and is continuing and if it is actually known to
a Trust Officer of the Trustee, the Trustee shall mail to each Securityholder of
such series of Securities notice of the Default within 90 days after it occurs.
Except in the case of a Default in payment of the Issue Price (or, if such
series of Securities have been converted into semi-annual coupon notes, the
Restated Principal Amount) of or accrued Original Issue Discount (or, if such
series of Securities have been converted into semi-annual coupon notes, accrued
interest) or any accrued Contingent Interest (including payments pursuant to the
mandatory purchase or repurchase provisions of such series of Security, if any),
the Trustee may withhold the notice if and so long as a


                                       48
<PAGE>   54
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders.

                  SECTION 7.06. Reports by Trustee to Holder. As promptly as
practicable after each _______ beginning with the _______ following the Closing
Date, and in any event prior to _______ in each year, the Trustee shall mail to
each Securityholder a brief report dated as of such _______ that complies with
Section 313(a) of the Trust Indenture Act. The Trustee shall also comply with
Section 313(b) of the Trust Indenture Act.

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange (if any) on
which the Securities are listed. The Issuer agrees to notify promptly the
Trustee whenever any series of Securities becomes listed on any stock exchange
and of any delisting thereof.

                  SECTION 7.07. Compensation and Indemnity. The Issuer shall pay
to the Trustee from time to time such compensation for its services as the
Issuer and the Trustee shall from time to time agree in writing. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Issuer
shall indemnify the Trustee against any and all loss, liability or expense
(including reasonable attorneys' fees) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Issuer of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof, provided, however, that any
failure so to notify the Issuer shall not relieve the Issuer of its indemnity
obligations hereunder. The Issuer need not reimburse any expense or indemnify
against any loss, liability or expense incurred by an indemnified party through
such party's own willful misconduct, gross negligence or bad faith.

                  To secure the Issuer's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
make any payment on particular Securities.

                  The Issuer's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(5) or (6), the expenses are intended to
constitute expenses of administration under the Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time with respect to the Securities by so notifying the Issuer. The
Holders of a majority in Principal Amount at Maturity of any series of
Securities may remove the Trustee with respect to such series of Securities and
may appoint a successor Trustee. The Issuer shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                                       49
<PAGE>   55
                  (3) a receiver or other public officer takes charge of the
         Trustee or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns, is removed by the Issuer or by the
Holders of a majority in Principal Amount at Maturity of any series of
Securities with respect to such series of Securities and such Holders do not
reasonably promptly appoint a successor Trustee or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer shall promptly appoint a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

                  If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in Principal Amount at Maturity of such series of Securities that
removed such Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

                  Notwithstanding the replacement of the Trustee pursuant to
this Section 7.08, the Issuer's obligations under Section 7.07 shall continue
for the benefit of the retiring Trustee.

                  SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate-trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. As promptly as practicable
thereafter, the Trustee shall notify the Issuer of such succession.

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and if at that time any of the Securities shall not have been
authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of Trust Indenture Act Section 310(a). The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published


                                       50
<PAGE>   56
annual report of condition. The Trustee shall comply with Trust Indenture Act
Section 310(b); provided, however, that there shall be excluded from the
operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in Trust Indenture Act Section 310(b)(1) are met.

                  SECTION 7.11. Preferential Collection of Claims Against
Issuer. The Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act Section
311(b). A Trustee who has resigned or has been removed shall be subject to Trust
Indenture Act Section 311(a) to the extent indicated.

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

                  SECTION 8.01. Discharge of Liability on Securities. This
Indenture shall cease to be of further effect, and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

                  (1) all Securities theretofore authenticated and delivered
         (other than (A) Securities which have been destroyed, lost or stolen
         and which have been replaced or paid as provided in Section 2.08 and
         (B) Securities for whose payment money has theretofore been deposited
         with the Trustee in trust or segregated and held in trust by the Issuer
         and thereafter repaid to the Issuer or otherwise discharged from such
         trust as provided in Section 10.02) have been delivered to the Trustee
         for cancellation; or

                  (2) all such Securities not theretofore delivered to the
         Trustee for cancellation have become due and payable, whether at Stated
         Maturity or upon any Redemption Date, Change in Control Purchase Date,
         Purchase Date or Conversion Date, and the Issuer has deposited or
         caused to be deposited with the Trustee, the Paying Agent or the
         Conversion Agent, as applicable, as trust funds in trust for the
         purpose an amount of money or securities sufficient to pay and
         discharge the entire Indebtedness evidenced by such Securities not
         theretofore delivered to the Trustee for cancellation; and

                  (b) the Issuer has paid or caused to be paid all other sums
payable hereunder by the Issuer.

                  Notwithstanding clauses (a) and (b) above, the Issuer's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08, 10.2
and, if money or securities shall have been deposited with the Trustee pursuant
to subclause (2) of clause (a) of this Section 8.01, shall survive until the
Securities have been paid in full. Thereafter, the Issuer's obligations in
Section 7.07 shall survive. Notwithstanding clauses (a) and (b) above, the
Issuer's and each Holder's obligations under Section 2.16 shall survive the
satisfaction and discharge of the Indenture.

                  SECTION 8.02. Application of Trust Money. The Trustee shall
hold in trust all money deposited with it pursuant to Section 8.01. It shall
apply the deposited money through the


                                       51
<PAGE>   57
Paying Agent and in accordance with this Indenture to the payment to the Persons
entitled thereto.

                  SECTION 8.03. Repayment to Issuer. Subject to any applicable
abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer
upon written request any money or securities held by them that remains unclaimed
for two years, and, thereafter, Securityholders entitled to the money or
securities must look to the Issuer for payment as general creditors.

                                    ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01. Without Consent of Holders. The Issuer and the
Trustee may amend this Indenture with respect to any series of Securities
without notice to or consent of any Securityholder of such series of Securities:

                  (1) to add to the covenants of the Issuer for the benefit of
         the Holders of such series of Securities or to surrender any right or
         power herein conferred upon the Issuer with respect to such series of
         Securities;

                  (2) to provide for the assumption of the Issuer's obligations
         to Holders of such series of Securities in the case of a merger,
         consolidation, conveyance, transfer or lease pursuant to Article 5;

                  (3) to comply with any requirements of the SEC in connection
         with the registration of such series of Securities under the Securities
         Act and qualifying, or maintaining the qualification of, this Indenture
         under the Trust Indenture Act; provided that such modification or
         amendment does not, in the good faith opinion of the Board of Directors
         and the Trustee, adversely affect the interests of the Securityholders
         of such series of Securities in any material respect; or

                  (4) to cure any ambiguity or correct or supplement any
         defective provision contained in this Indenture; provided that such
         modification or amendment does not, in the good faith opinion of the
         Board of Directors and the Trustee, adversely affect the interests of
         the Securityholders of such series of Securities in any material
         respect.

                  SECTION 9.02. With Consent of Holders. The Issuer and the
Trustee may amend this Indenture with respect to any series of Securities
without notice to any Securityholder of such series of Securities but either (i)
with the written consent of the Securityholders of at least a majority in
Principal Amount at Maturity of such series of Securities then outstanding or
(ii) by the adoption of a resolution at a meeting of Securityholders that is
approved by at least a majority in Principal Amount at Maturity of such series
of Securities then outstanding represented at such meeting. However, without the
consent of each Securityholder affected, an amendment may not:

                  (1) change the Stated Maturity of any series of Securities;

                                       52
<PAGE>   58
                  (2) reduce the Principal Amount at Maturity, Restated
         Principal Amount, Issue Price, Redemption Price or Purchase Price
         (including Change in Control Purchase Price and Trust Assumption Event
         Purchase Price) on any series of Securities;

                  (3) make any series of Security payable in money or securities
         other than that stated in such Security;

                  (4) alter the manner of calculation or rate of accrual of
         Original Issue Discount or interest (including Contingent Interest) on
         any series of Securities or extend the time of payment of any interest
         of any such amount;

                  (5) except as otherwise permitted or contemplated by Article 5
         or 11, (i) adversely affect the right to require the Issuer to
         repurchase or purchase the Securities or (ii) adversely affect the
         right of any Securityholder to convert any series of Securities;

                  (6) reduce the percentage in aggregate Principal Amount at
         Maturity of any series of Securities outstanding the consent of whose
         Holders is required to modify or amend this Indenture, or the consent
         of whose Holders is required to waive any past Default; or

                  (7) impair the right to institute suit for the enforcement of
         any payment with respect to, or conversion of, any series of
         Securities.

                  It shall not be necessary for the consent of the Holders of a
series of Securities under this Section to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent approves the
substance thereof. After an amendment under this Section becomes effective, the
Issuer shall mail to all affected Securityholders a notice briefly describing
such amendment. The failure to give such notice to all such Securityholders, or
any defect therein, shall not impair or affect the validity of an amendment
under this Section.

                  SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the Trust
Indenture Act as then in effect.

                  SECTION 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of any series of Securities,
shall bind the Holder and every subsequent Holder of such series of Securities
or portion of such series of Securities, that evidences the same debt as the
consenting Holder's Security even if notation of the consent or waiver is not
made on such Security. However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder's Security, or portion of such Security,
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Securityholder of such series of Security. An amendment or
waiver becomes effective once both (i) the requisite number of consents have
been received by the Issuer or the Trustee and (ii) such amendment or waiver has
been executed by the Issuer and the Trustee.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders of any series of
Securities entitled to give their consent or take any other action described
above or required or permitted to be taken pursuant to this Indenture. If a
record date is fixed, then notwithstanding the immediately preceding paragraph,
those


                                       53
<PAGE>   59
Persons who were Securityholders at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to give such consent or to
revoke any consent previously given or to take any such action, whether or not
such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date.

                  SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of any series of Securities, the Trustee may require
the Holder of such Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security regarding the changed terms and return
it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the
Issuer in exchange for such Security shall issue and the Trustee shall
authenticate a Security that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Security shall not affect the validity of
such amendment.

                  SECTION 9.06. Trustee to Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity satisfactory to it
and to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture and that such
amendment is the legal, valid and binding obligation of the Issuer, enforceable
against it in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03).

                  SECTION 9.07. Waiver of Certain Conditions. The Issuer may in
any particular instance, be excused from failing to comply with any term,
provision or condition set forth in Section 4.02, 4.04 or 4.05, if before the
time for such compliance the Holders of at least a majority in Principal Amount
at Maturity of the outstanding Securities shall, by act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Issuer, and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                  The Issuer may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to waive compliance
with any covenant or condition hereunder. If a record date is fixed, the Holders
on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to waive any such compliance, whether or not such Holders
remain Holders after such record date; provided that unless the Holders of at
least a majority in Principal Amount at Maturity of the outstanding Securities
affected shall have waived such compliance prior to the date which is 90 days
after such record date, any such waiver previously given shall automatically and
without further action by any Holder be canceled and of no further effect.

                                       54
<PAGE>   60
                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

                  SECTION 10.01. Optional Conversion to Semi-annual Coupon Note
Upon Tax Event. From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Issuer exercises its option set
forth in this Section 10.01, whichever is later (the "Option Exercise Date"), at
the option of the Issuer, interest in lieu of future Original Issue Discount
shall accrue at the rate of ___% per annum on a restated principal amount per
$1,000 original Principal Amount at Maturity with respect to the Securities (the
"Restated Principal Amount") equal to the Issue Price plus Original Issue
Discount accrued to the Option Exercise Date of the Securities, and shall be
payable semi-annually on ________ and ________ of each year (each an "Interest
Payment Date") to Holders of the Securities, of record at the close of business
on May 1 and November 1 (each a "Regular Record Date") immediately preceding
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months and will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from the
Option Exercise Date. Within 15 days of its exercise of the option set forth in
this Section 10.01, the Issuer shall deliver a written notice of the Option
Exercise Date by facsimile and first-class mail to the Trustee and by
first-class mail to the Holders of any series of Securities for which the Issuer
has exercised its option. From and after the Option Exercise Date, (i) the
Issuer shall be obligated to pay at Stated Maturity, in lieu of the Principal
Amount at Maturity of any series of Securities for which the Issue Price has
exercised its option, the applicable Restated Principal Amount thereof and (ii)
"Issue Price and accrued Original Issue Discount," "Issue Price plus Original
Issue Discount" or similar words, as used herein, shall mean the applicable
Restated Principal Amount plus accrued and unpaid interest (including Contingent
Interest) with respect to any such series of Securities. Securities
authenticated and delivered after the Option Exercise Date may, and shall if
required by the Trustee, bear a notation in a form approved by the Trustee as to
the conversion of such Securities to semi-annual coupon notes.

                  In the event the Issuer exercises its option pursuant to this
Section 10.01 to have interest in lieu of Original Issue Discount accrue on any
series of Securities following a Tax Event, the Holder of such series of
Securities shall be entitled on conversion into Shares to receive the same
number of Shares such Holder would have received if the Issuer had not exercised
such option. If the Issuer exercises such option, Securities surrendered for
conversion during the period from the close of business on any Regular Record
Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date (except Securities to be redeemed purchased or repurchased
on a date within such period) must be accompanied by payment of an amount equal
to the interest (including Contingent Interest) thereon that the registered
Holder is entitled to receive. Except where Securities surrendered for
conversion must be accompanied by payment as described above, no interest on
converted Securities shall be payable by the Issuer on any Interest Payment Date
subsequent to the date of conversion.

                  SECTION 10.02. Paying Agent To Hold Money in Trust. Prior to
11:00 a.m. (New York City time) on the Interest Payment Date, the Issuer shall
deposit with the Paying Agent (or if the Issuer or a Subsidiary of the Issuer is
acting as Paying Agent, segregate and hold in trust for the benefit of the
Persons entitled thereto) a sum sufficient to pay interest (including


                                       55
<PAGE>   61
Contingent Interest, if any) when due. The Issuer shall require each Paying
Agent (other than the Trustee) to agree in writing that the Paying Agent shall
hold in trust for the benefit of Securityholders or the Trustee all money held
by the Paying Agent for the payment of principal or interest on the Securities
and shall notify the Trustee of any default by the Issuer in making any such
payment. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.

                  SECTION 10.03. Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish,
to the Trustee, in writing at least five Business Days before each Interest
Payment Date and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of Securityholders.

                  SECTION 10.04. Payment of Interest; Interest Rights Preserved.
(a) Interest (including Contingent Interest) on any series of Security that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security is registered at
the close of business on the Regular Record Date for such interest at the office
or agency of the Issuer maintained for such purpose. Each installment of
interest on any Security shall be paid in same-day funds by transfer to an
account maintained by the Holder located inside the United States, provided that
with respect to any Holder, such Holder shall have furnished to the Paying Agent
all required wire payment instructions no later than the related Regular Record
Date, or if no such instructions have been furnished, by check payable to such
Holder. In the case of a Global Security, interest payable on any Interest
Payment Date will be paid to the Depositary, with respect to that portion of
such Global Security held for its account by Cede & Co. for the purpose of
permitting such party to credit the interest received by it in respect of such
Global Security to the accounts of the beneficial owners thereof.

                  (b) Except as otherwise specified with respect to any series
of Securities, any interest (including Contingent Interest) on any Security that
is payable, but is not punctually paid or duly provided for, within 30 days
following any Interest Payment Date (herein called "Defaulted Interest", which
term shall include any accrued and unpaid interest that has accrued on such
defaulted amount in accordance with the paragraph of the Securities captioned
"Interest"), shall forthwith cease to be payable to the registered Holder
thereof on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Issuer, at its election
in each case, as provided in clause (1) or (2) below:

                  (1) The Issuer may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities are registered at
         the close of business on a date (the "Special Record Date") for the
         payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Issuer shall notify the Trustee in writing of the
         amount of Defaulted Interest proposed to be paid on each series of
         Security and the date of the proposed payment (which shall not be less
         than 20 days after such notice is


                                       56
<PAGE>   62
         received by the Trustee), and at the same time the Issuer 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 on or prior
         to the date of the proposed payment, such money when deposited to be
         held in trust for the benefit of the Persons entitled to such Defaulted
         Interest as in this clause provided. Thereupon the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Issuer of such Special Record Date
         and, in the name and at the expense of the Issuer, 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 such series of Securities at his address as it appears on the
         list of Securityholders maintained pursuant to this Indenture not less
         than 10 days prior to such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Persons in whose names such 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 Issuer may make payment of any Defaulted Interest on
         any series of Securities 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 Issuer 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, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest (including
Contingent Interest) accrued and unpaid, and to accrue, which were carried by
such other Security.

                                   ARTICLE 11

                                   CONVERSION

                  SECTION 11.01. Conversion Privilege. Except as otherwise
provided in this Article 11, a Holder of a Security may convert such Security
into Shares at any time on or after ________, 20__ and before the close of
business on ________, 20__ if one of the following conditions is satisfied:

                       (a) the Sale Price per Share for at least 20 trading days
in the period of 30 consecutive trading days ending on the last trading day of
the calendar quarter preceding the calendar quarter in which the conversion
occurs is more than the Conversion Percentage of the Accreted Conversion Price
on such 30th day;

                       (b) the Security has been called for redemption by the
Issuer pursuant to Section 3.01;

                                       57
<PAGE>   63
                       (c) the respective credit ratings assigned to the
Securities by both Moody's Investor Service, Inc. and Standard & Poor's Rating
Group have been reduced below ba3 and BB, respectively, or the respective credit
ratings assigned to the Securities are suspended or withdrawn or neither rating
agency is rating the Securities; or

                       (d) (i) a distribution of Capital Stock referred to in
Section 11.07 occurs, (ii) a distribution referred to in Section 11.08 occurs or
(iii) a Share Separation occurs.

                       In the event the Issuer is a party to a consolidation,
merger or binding share exchange pursuant to which the Shares would be converted
into cash, securities or other property, a Holder of a Security may convert such
Security at any time from and after the date which is 15 days prior to the date
the Issuer announces the anticipated effective date of the transaction until 15
days after the actual effective date of such transaction.

                       In the case of the foregoing clauses (d)(i), (ii) and
(iii), the Issuer must notify the Holders of Security at least 20 days prior to
the Ex-Dividend Date for such distribution. Once the Issuer has given such
notice, Holders may surrender their Notes for conversion at any time thereafter
until the earlier of the close of business on the Business Day prior to the
Ex-Dividend Date or the Issuer's announcement that such distribution will not
take place.

                       If the Security is called for redemption, the Holder may
convert it at any time before the close of business on the second Business Day
immediately preceding the Redemption Date. A Security in respect of which a
Holder has delivered a Purchase Notice or Change in Control Purchase Notice
exercising the option of such Holder to require the Issuer to purchase such
Security may be converted only if such Purchase Notice or Change in Control
Purchase Notice is withdrawn in accordance with the terms of the Indenture.

                       After ________, 20__, the Holders' right to convert
Securities into Shares is subject to the Issuer's right to elect to instead pay
such Holder the amount of cash set forth in the next succeeding sentence, in
lieu of delivering such Shares; provided, however, that if an Event of Default
(other than a default in a cash payment upon conversion of the Securities) shall
have occurred and be continuing, the Issuer shall deliver Shares (and cash in
lieu of fractional Shares) in accordance with this Article 11, whether or not
the Issuer has delivered a notice pursuant to Section 3.03 or 11.02 to the
effect that the Securities would be paid in cash. The amount of cash to be paid
pursuant to Section 11.02 for each $1,000 of Principal Amount of a Security upon
conversion shall be equal to the Market Price of Shares multiplied by the
Conversion Rate in effect on such Conversion Date.

                       Subject to the next preceding paragraph, the Issuer shall
deliver through the Conversion Agent to Holders surrendering Securities as soon
as practicable after the Conversion Date Shares issuable upon conversion of such
Securities.

                       The number of Shares issuable upon conversion of a
Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion
Rate") shall be that set forth in the Securities, subject to adjustment as
herein set forth.

                                       58
<PAGE>   64
                  A Holder may convert a portion of the Principal Amount at
Maturity of a Security if the portion is $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to conversion of all of a
Security also apply to conversion of a portion of a Security.

                  "Average Quoted Price" means the average of the Sale Prices of
the Shares for the shorter of:

                  (i) 30 consecutive trading days ending on the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Quoted Price is being calculated, or

                  (ii) the period (x) commencing on the date next succeeding the
         first public announcement of (a) the future issuance of rights,
         warrants or options or (b) the future distribution, in each case, in
         respect of which the Average Quoted Price is being calculated and (y)
         proceeding through the last full trading day prior to the Time of
         Determination with respect to the rights, warrants or options or
         distribution in respect of which the Average Quoted Price is being
         calculated (excluding days within such period, if any, which are not
         trading days), or

                  (iii) the period, if any, (x) commencing on the later of (a)
         the date of this Indenture and (b) the date next succeeding the
         Ex-Dividend Time with respect to the next preceding issuance of rights,
         warrants or options or distribution, in each case, for which an
         adjustment is required by the provisions of Section 11.06(4), 11.07 or
         11.08 and (y) proceeding through the last full trading day prior to the
         Time of Determination with respect to the rights, warrants or options
         or distribution in respect of which the Average Quoted Price is being
         calculated (excluding days within such period, if any, which are not
         trading days).

                  In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto), with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(1), (2), (3) or (5) applies, occurs
during the period applicable for calculating "Average Quoted Price" pursuant to
the definition in the preceding sentence, "Average Quoted Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Shares during such period.

                  "Time of Determination" means the time and date of the earlier
of (i) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07 or 11.08 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Shares are then listed or quoted.

                  The term "trading day" means a day during which trading in
securities generally occurs on the New York Stock Exchange or, if the applicable
security is not listed on the New York Stock Exchange, on the Nasdaq National
Market System, or if the applicable security is not quoted on the Nasdaq
National Market System, on the principal other national or regional


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<PAGE>   65
securities exchange on which the applicable security is then listed or, if the
applicable security is not listed on a national or regional securities exchange,
on the principal other market on which the applicable security is then traded.

                  SECTION 11.02. Conversion Procedure. To convert a Security a
Holder must satisfy the requirements set forth herein and in the Securities. The
date on which the Holder satisfies all those requirements is the conversion date
(the "Conversion Date"). Except as otherwise provided below, the Issuer shall
deliver to the Holder through the Conversion Agent as soon as practicable after
the Conversion Date a certificate for the number of Shares issuable upon the
conversion and cash in lieu of any fractional Share determined pursuant to
Section 11.03. Within two Business Days following the Conversion Date, the
Issuer shall deliver to the Holder, through the Conversion Agent, written notice
of whether such Security shall be converted into Shares or paid in cash, unless
the Issuer shall have delivered such notice previously pursuant to Section 3.03.
If the Issuer shall have notified the Holder that all of such Security shall be
converted into Shares, the Issuer shall deliver to the Holder through the
Conversion Agent no later than the fifth Business Day following the Conversion
Date a certificate for the number of Shares issuable upon the conversion and
cash in lieu of any fractional share determined pursuant to Section 11.03.
Except as provided in the proviso to the fifth paragraph of Section 11.01, if
the Issuer shall have notified the Holder that all or a portion of such Security
shall be paid in cash, the Issuer shall deliver to the Holder surrendering such
Security the amount of cash payable with respect to such Security no later than
the tenth Business Day following such Conversion Date, together with a
certificate for the number of Shares issuable upon the conversion and cash in
lieu of any fractional share determined pursuant to Section 11.03. Except as
provided in the proviso to the fifth paragraph of Section 11.01, the Issuer may
not change its election with respect to the consideration to be delivered upon
conversion of a Security once the Issuer has notified the Holder in accordance
with this paragraph. If Shares are delivered as consideration, then the Person
in whose name the certificate representing the Shares issuable upon conversion
is registered shall be treated as a stockholder of record on and after the
Conversion Date; provided, however, that no surrender of a Security on any date
when the stock transfer books of the Issuer shall be closed shall be effective
to constitute the Person or Persons entitled to receive the Shares upon such
conversion as the record holder or holders of such Shares on such date, but such
surrender shall be effective to constitute the Person or Persons entitled to
receive such Shares as the record holder or holders thereof for all purposes at
the close of business on the next succeeding day on which such stock transfer
books are open; such conversion shall be at the Conversion Rate in effect on the
date that such Security shall have been surrendered for conversion, as if the
stock transfer books of the Issuer had not been closed. Upon conversion of a
Security, such Person shall no longer be a Holder of such Security and such
Security shall be cancelled and no longer Outstanding.

                  No payment or adjustment will be made for dividends on, or
other distributions with respect to, any Shares except as provided in this
Article 11. On conversion of a Security, that portion of accrued Original Issue
Discount (or interest, if the Issuer has exercised its option provided for in
Section 10.01) attributable to the period from the Issue Date (or, if the Issuer
has exercised the option provided for in Section 10.01, the later of (x) the
date of such exercise and (y) the date on which interest was last paid) through
the Conversion Date with respect to the converted Security and accrued
Contingent Interest and accrued Defaulted Interest with respect to the converted
Security shall not be cancelled, extinguished or forfeited, but rather shall be


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<PAGE>   66
deemed to be paid in full to the Holder thereof through delivery of the Shares
(together with the cash payment, if any, in lieu of fractional Shares) in
exchange for the Security being converted pursuant to the provisions hereof; and
the fair market value of such Shares (together with any such cash payment in
lieu of fractional Shares) shall be treated as delivered pro rata, to the extent
thereof, first in exchange for Original Issue Discount (or interest, if the
Issuer has exercised its option provided for in Section 10.01) and Contingent
Interest accrued through the Conversion Date, and the balance, if any, of the
fair market value of such Shares shall be treated as delivered in exchange for
the Issue Price of the Security being converted pursuant to the provisions
hereof.

                  If the Holder converts more than one Security at the same
time, the number of Shares issuable or the amount of cash paid upon the
conversion shall be based on the total Principal Amount at Maturity of the
Securities converted.

                  If the last day on which a Security may be converted is a
Legal Holiday in a place where the Conversion Agent is located, the Security may
be surrendered to such Conversion Agent on the next succeeding day that is not a
Legal Holiday.

                  Upon surrender of a Security that is converted in part, the
Issuer shall execute, and the Trustee shall authenticate and deliver to the
Holder, a new Security in an authorized denomination equal in Principal Amount
at Maturity to the unconverted portion of the Security surrendered.

                  SECTION 11.03. Fractional Shares. The Issuer will not issue a
fractional Share upon conversion of a Security. Instead, the Issuer will deliver
cash for the current market value of the fractional Share. The current market
value of a fractional Share shall be determined, to the nearest 1/1,000th of a
Share, by multiplying the last reported sale price (determined as set forth in
the definition of Market Price) on the last trading day prior to the Conversion
Date by the fractional amount and rounding the product to the nearest whole
cent. If the Holder converts more than one Security at the same time, the amount
of cash paid for the current market value of the fractional Share upon the
conversion shall be based on the total Principal Amount at Maturity of the
Securities converted.

                  SECTION 11.04. Taxes on Conversion. If a Holder converts a
Security, the Issuer shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Shares upon the conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Shares being issued in a name other
than the Holder's name until the Conversion Agent receives a sum that the Issuer
deems to be sufficient to pay any tax which will be due because the Shares are
to be issued in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulations.

                  SECTION 11.05. Issuer to Provide Stock. The Issuer and the
Trust shall, prior to issuance of any Securities under this Article 11, and from
time to time as may be necessary, reserve out of their authorized but unissued
or treasury shares a sufficient number of Shares to permit the conversion of the
Securities.

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<PAGE>   67
                  All Shares delivered upon conversion of the Securities shall
be newly issued shares or treasury shares, shall be duly and validly issued and
fully paid and nonassessable, and shall be free from preemptive rights and free
of any lien or adverse claim.

                  The Issuer and the Trust shall endeavor promptly to comply
with all federal and state securities laws regulating the offer and delivery of
Shares upon conversion of Securities, if any, including the addition of any and
all restrictive legends that are required to appear on the face of the Shares,
and shall list or cause to have quoted such Shares on each United States
National Securities Exchange or in the automated over-the-counter market in the
United States on which the Shares are then listed or quoted.

                  SECTION 11.06. Adjustment for Change In Capital Stock. Subject
to Section 11.21(d), if, after the Issue Date of the Securities, the Issuer or
the Trust:

                  (1) pays a dividend or makes a distribution on its Shares (or
         any component of the Shares) payable in Shares;

                  (2) subdivides its outstanding Shares (or any component of the
         Shares) into a greater number of shares;

                  (3) combines its outstanding Shares into a smaller number of
         shares;

                  (4) pays a dividend or makes a distribution on its Shares
         payable in shares of its Capital Stock (other than Shares or rights,
         warrants or options for its Capital Stock); or

                  (5) issues by reclassification of its Shares (or any component
         of the Shares) any shares of its Capital Stock (other than rights,
         warrants or options for its Capital Stock),

then the Conversion Rate in effect immediately prior to such action shall be
adjusted so that the Holder of a Security thereafter converted may receive the
number of Shares and/or Capital Stock of the Issuer which such Holder would have
owned immediately following such action if such Holder had converted the
Security into Shares immediately prior to such action.

                  The adjustment shall become effective immediately after the
record date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

                  If after an adjustment a Holder of a Security upon conversion
of such Security may receive shares of two or more classes of Capital Stock, the
Conversion Rate shall thereafter be subject to adjustment upon the occurrence of
an action taken with respect to any such class of Capital Stock as is
contemplated by this Article 11 with respect to the Shares, on terms comparable
to those applicable to Shares in this Article 11.

                  SECTION 11.07. Adjustment for Rights Issue. Subject to Section
11.21(d), if after the Issue Date of the Securities, the Issuer distributes any
rights, warrants or options to all holders of Shares entitling them, for a
period expiring within 60 days after the record date for such distribution, to
subscribe for or purchase Shares at a price per share less than the Market


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<PAGE>   68
Price as of the Time of Determination, the Conversion Rate shall be adjusted,
subject to the provisions of the last paragraph of this Section 11.07, in
accordance with the formula
                                             R x (O + N)
                                      R' =-------------------
                                           O + (N x P)/M)
where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  O = the number of Shares outstanding on the record date for
the distribution to which this Section 11.07 is being applied.

                  N = the number of additional Shares offered pursuant to the
distribution.

                  P = the exercise price per share of such rights, warrants or
options.

                  (1) M = the Average Quoted Price.

                  The Board of Directors shall determine fair market values for
the purposes of this Section 11.07.

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
rights, warrants or options to which this Section 11.07 applies. If all the
Shares subject to such rights, warrants or options have not been issued when
such rights, warrants or options expire, then the Conversion Rate shall promptly
be readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of Shares issued upon the exercise of such
rights, warrants or options.

                  No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

                  SECTION 11.08. Adjustment for Other Distributions. Subject to
Section 11.21(d), if, after the Issue Date of the Securities, the Issuer
distributes to all holders of Shares any of its assets or debt securities or any
rights, warrants or options to purchase securities of the Issuer (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 11.06 and distributions of rights, warrants or options referred to in
Section 11.07 and (y) cash dividends or other cash distributions that are paid
out of current net earnings or earnings retained in the business as shown on the
books of the Issuer unless such cash dividends or other cash distributions are
Extraordinary Cash Dividends), the Conversion Rate shall be adjusted, subject to
the provisions of the last paragraph of this Section 11.08, in accordance with
the formula:

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<PAGE>   69
                                           R x M
                                      R' =--------
                                           M - F
where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

                  M = the Average Quoted Price.

                  F = the fair market value (on the record date for the
distribution to which this Section 11.08 applies) of the assets or securities or
rights, warrants or options to be distributed in respect of each Share in the
distribution to which this Section 11.08 is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

                  The Board of Directors shall determine fair market values for
the purposes of this Section 11.08.

                  The adjustment shall become effective immediately after the
record date for the determination of shareholders entitled to receive the
distribution to which this Section 11.08 applies.

                  For purposes of this Section 11.08, the term "Extraordinary
Cash Dividend" shall mean any cash dividend with respect to the Shares the
amount of which exceeds on a per share basis 15% of the Sale Price of the Shares
(20% from and after a Trust Assumption Event pursuant to Section 11.21) on the
last trading day preceding the date of declaration by the Board of Directors of
the cash dividend with respect to which this provision is being applied, then
such cash dividend, shall be deemed to be an Extraordinary Cash Dividend and for
purposes of applying the formula set forth above in this Section 11.08, the
value of "F" shall be equal to the aggregate amount of such cash dividend. In
making the determinations required above, the amount of cash dividends paid on a
per Share basis shall be appropriately adjusted to reflect the occurrence during
such period of any event described in Section 11.06.

                  In the event that, with respect to any distribution to which
this Section 11.08 would otherwise apply, the difference "M-F" as defined in the
above formula is less than $1.00 or "F" is equal to or greater than "M", then
the adjustment provided by this Section 11.08 shall not be made and in lieu
thereof the provisions of Section 11.14 shall apply to such distribution.

                  SECTION 11.09. When Adjustment May Be Deferred. No adjustment
in the Conversion Rate need be made unless the adjustment would require an
increase or decrease of at least 1% in the Conversion Rate. Any adjustments that
are not made shall be carried forward and taken into account in any subsequent
adjustment.

                  All calculations under this Article 11 shall be made to the
nearest cent or to the nearest 1/1,000th of a share, as the case may be.

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<PAGE>   70
                  SECTION 11.10. When No Adjustment Required. No adjustment need
be made for a transaction referred to in Section 11.06, 11.07, 11.08 or 11.14 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Shares participate in the transaction.
Such participation by Securityholders may include participation upon conversion
provided that an adjustment shall be made at such time as the Securityholders
are no longer entitled to participate.

                  No adjustment need be made for rights to purchase Shares
pursuant to an Issuer plan for reinvestment of dividends or interest.

                  No adjustment need be made for a change in the par value or no
par value of the Shares.

                  To the extent the Securities become convertible pursuant to
this Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest (including Contingent Interest) will not accrue on the cash.

                  SECTION 11.11. Notice of Adjustment. Whenever the Conversion
Rate is adjusted, the Issuer shall promptly mail to Securityholders by
first-class mail a notice of the adjustment. The Issuer shall file with the
Trustee and the Conversion Agent such notice and a certificate from the Issuer's
independent public accountants briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

                  SECTION 11.12. Voluntary Increase. The Issuer from time to
time may increase the Conversion Rate by any amount for any period of time.
Whenever the Conversion Rate is increased, the Issuer shall mail to
Securityholders by first-class mail and file with the Trustee and the Conversion
Agent a notice of the increase. The Issuer shall mail the notice at least 15
days before the date the increased Conversion Rate takes effect. The notice
shall state the increased Conversion Rate and the period it will be in effect.

                  A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 11.06,
11.07 or 11.08.

                  SECTION 11.13. Notice of Certain Transactions. If:

                  (1) the Issuer takes any action that would require an
         adjustment in the Conversion Rate pursuant to Section 11.06, 11.07 or
         11.08 (unless no adjustment is to occur pursuant to Section 11.10);

                  (2) there is a liquidation or dissolution of the Issuer; or

                  (3) a Share Separation occurs;

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<PAGE>   71
then the Issuer shall mail to Securityholders by first-class mail and file with
the Trustee and the Conversion Agent a notice stating the proposed record date
for a dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, merger, binding share exchange,
transfer, liquidation or dissolution. The Issuer shall file and mail the notice
at least 20 days before such date. Failure to file or mail the notice or any
defect in it shall not affect the validity of the transaction.

                  SECTION 11.14. Reorganization of Issuer; Special
Distributions. Subject to Section 11.21(d), if the Issuer is a party to a
transaction subject to Section 5.01 (other than a transaction in which the
Issuer is the Successor Company) or a binding share exchange which reclassifies
or changes its outstanding Shares, the Person obligated to deliver securities,
cash or other assets upon conversion of Securities shall enter into a
supplemental indenture. If the issuer of securities deliverable upon conversion
of Securities is an Affiliate of the Successor Company, that issuer shall join
in the supplemental indenture.

                  The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange, conveyance, transfer or lease if
such Holder had converted the Security into Shares immediately before the
effective date of the transaction, assuming (to the extent applicable) that such
Holder (i) was not a constituent Person or an Affiliate of a constituent Person
to such transaction; (ii) made no election with respect thereto; and (iii) was
treated alike with the plurality of non-electing Holders. The supplemental
indenture shall include provisions for adjustments which shall be as nearly
equivalent as may be practical to the provisions for adjustments included in
this Article 11. The Successor Company shall mail to Securityholders a notice
briefly describing the supplemental indenture.

                  In the event of a transaction subject to the last sentence of
Section 5.01 in which the predecessor Issuer is not the Successor Company, the
Securities shall remain convertible into Shares in accordance with this Article
11.

                  If this Section 11.14 applies, neither Section 11.06 nor
Section 11.07 applies.

                  If the Issuer makes a distribution to all holders of Shares of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Issuer that, but for the provisions of the last
paragraph of Section 11.08, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 11.08, then, from and
after the record date for determining the holders of Shares entitled to receive
the distribution, a Holder of a Security that converts such Security in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the Shares into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security into Shares immediately prior to the record date for
determining the holders of Shares entitled to receive the distribution.

                                       66
<PAGE>   72
            SECTION 11.15. Issuer Determination Final. Any determination that
the Issuer or the Board of Directors must make pursuant to Section 11.03, 11.06,
11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive in the absence of
manifest error.

            SECTION 11.16. Trustee's Adjustment Disclaimer. The Trustee has no
duty to determine when an adjustment under this Article 11 should be made, how
it should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 11.14 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Issuer's failure to comply with this
Article 11. Each Conversion Agent shall have the same protection under this
Section 11.16 as the Trustee.

            SECTION 11.17. Simultaneous Adjustments. In the event that this
Article 11 requires adjustments to the Conversion Rate under more than one of
Sections 11.06(4), 11.07 or 11.08, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 11.06,
second, the provisions of Section 11.08 and, third, the provisions of Section
11.07.

            SECTION 11.18. Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

            SECTION 11.19. Rights Issued in Respect of Shares Issued Upon
Conversion. Each Share issued upon conversion of Securities pursuant to this
Article 11 shall be entitled to receive the appropriate number of common stock
or preferred stock purchase rights, as the case may be (the "Rights"), if any,
and the certificates representing the Shares issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
rights agreement adopted by the Issuer, as the same may be amended from time to
time (in each case, a "Rights Agreement"). Provided that such Rights Agreement
requires that each Share issued upon conversion of Securities at any time prior
to the distribution of separate certificates representing the Rights be entitled
to receive such Rights, then, notwithstanding anything else to the contrary in
this Article 11, there shall not be any adjustment to the Conversion Rate as a
result of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any such Rights Agreement, or the termination or invalidation of such
Rights.

            SECTION 11.20. Restriction on Shares Issued Upon Conversion. Shares
to be issued upon conversion of Securities prior to the effectiveness of a Shelf
Registration shall be physically delivered in certificated form to the holders
converting such Securities and the certificate representing such Shares shall
bear a legend substantially to the following effect:

            "THE SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY
            ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
            THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND
            THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR

                                       67
<PAGE>   73
            OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
            APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY
            EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING
            ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
            ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
            EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
            SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a)
            TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
            INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
            THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF
            RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO
            A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
            904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER
            EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
            (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),
            (2) TO THE ISSUER, (3) PURSUANT TO AN EFFECTIVE REGISTRATION
            STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
            SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
            APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
            HOLDER IS REQUIRED, TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
            EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."

unless removed in accordance with Section 11.20(b).

            (a) If (i) Shares to be issued upon conversion of a Security prior
to the effectiveness of a Shelf Registration are to be registered in a name
other than that of the holder of such Security or (ii) Shares represented by a
certificate bearing the above legend are transferred subsequently by such
holder, then, unless the Shelf Registration has become effective and such shares
are being transferred pursuant to the Shelf Registration, the holder must
deliver to the transfer agent for the Shares a certificate in substantially the
form of Exhibit __ as to compliance with the restrictions on transfer applicable
to such Shares and neither the transfer agent nor the registrar for the Shares
shall be required to register any transfer of such Shares not so accompanied by
a properly completed certificate.

            (b) Except in connection with a Shelf Registration, if certificates
representing Shares are issued upon the registration of transfer, exchange or
replacement of any other certificate representing Shares bearing the above
legend, or if a request is made to remove such legend from certificates
representing Shares, the certificates so issued shall bear the above legend, or
the above legend shall not be removed, as the case may be, unless there is
delivered to the Issuer such satisfactory evidence, which, in the case of a
transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel, as may be reasonably required by

                                       68
<PAGE>   74
the Issuer, that neither the legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such
Shares are securities that are not "restricted" within the meaning of Rule 144
under the Securities Act. Upon provision to the Issuer of such reasonably
satisfactory evidence, the Issuer shall cause the transfer agent for the Shares
to countersign and deliver certificates representing Shares that do not bear the
legend.

            SECTION 11.21. Conversion Adjustments Upon Share Separation.

            (a) Notwithstanding anything to the contrary contained in this
Article 11, but subject to Section 11.21(b), in the event of a transaction as a
result of which the Corporation Shares trade on a United States National
Securities Exchange separately from the Class B Shares, whether or not the Class
B Shares continue to trade on any United States National Securities Exchange (a
"Share Separation"), the Securities shall not be convertible into Shares, but
shall instead be convertible solely into Corporation Shares. Upon the occurrence
of a Share Separation, the Conversion Rate of the Securities shall be adjusted
and shall equal the Conversion Rate in effect on the Business Day immediately
prior to the effective date of the Share Separation multiplied by a percentage
equal to one hundred percent minus the Trust Percentage. The "Trust Percentage"
shall mean a fraction, the numerator of which shall equal the aggregate value of
all Class B Shares outstanding immediately after the Share Separation and the
denominator of which shall equal the sum of (i) the aggregate value of all such
Class B Shares and (ii) the aggregate value of all the Corporation Shares
outstanding immediately after the Share Separation. The aggregate value of the
Corporation Shares and the Class B Shares shall be based on the average closing
prices on the applicable principal trading market of the Corporation Shares of
the Class B Shares, as the case may be, over the first five consecutive trading
days after the effective date of the Share Separation; provided that if the
Class B Shares are not then traded on a United States National Securities
Exchange, the aggregate value of the Class B Shares shall be determined in the
good faith of the Board of Directors based upon the valuation opinion of a
nationally recognized investment bank.

            (b) In the event ( a "Trust Assumption Event") that (i) a Share
Separation occurs, (ii) the Trust Percentage, as determined pursuant to Section
11.21(a), is greater than 50% and (iii) a Rating Event occurs, then the Trust
shall expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, in form satisfactory to the Trustee, all the obligations of the
Issuer under the Securities and this Indenture and the Securities shall be
convertible solely into Class B Shares. Upon the occurrence of a Trust
Assumption Event and the execution of such supplemental indenture, the Trust
shall succeed to, and be substituted for, and may exercise every right and power
of, the Issuer under this Indenture, and the predecessor Issuer shall be
discharged from all of its obligations under the Securities and this Indenture.
Upon the occurrence of a Trust Assumption Event, the Conversion Rate of the
Securities shall be adjusted and shall equal the Conversion Rate in effect on
the Business Day immediately prior to the effective date of the Share Separation
multiplied by the Trust Percentage, as determined pursuant to Section 11.21(a).
A "Rating Event" means that after the first public announcement by the Issuer of
a Share Separation and before the effective date of such Share Separation,
either Moody's Investor Service, Inc. or Standard & Poor's Rating Group (or, in
either case, if such Person ceases to rate the Securities for reasons outside
the control of the Issuer, any other "nationally recognized statistical rating
agency organization" (within the meaning of Rule 15c3-

                                       69
<PAGE>   75
1(c)(2)(vi)(F) under the Exchange Act) selected by the Issuer as a replacement
agency) rates the long-term senior debt of the Issuer below the rating of the
Securities in effect immediately prior to such public announcement.

            (c) In the event that a Share Separation occurs, Holders of
Securities shall not be entitled to convert their Securities into Shares for the
period beginning on the record date for such Share Separation and ending on the
first Business Day succeeding the first five consecutive trading days after the
effective date of such Share Separation.

            (d) In the event that a transaction constituting a Share Separation
or a Trust Assumption Event occurs that would require an adjustment of the
Conversion Rate pursuant to the provisions of this Article 11, the Conversion
Rate shall not be adjusted other than as described in Sections 11.21(a) and (b),
as the case may be.

                                   ARTICLE 12

                               SECURITY GUARANTEE

            SECTION 12.01. Guarantee.

            (a) Subject to this Article 12, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Securities or the obligations of the Issuer hereunder or thereunder, that:
(a) the Issue Price of and accrued Original Issue Discount (or interest, if the
Securities have been converted into semi-annual coupon notes following the
occurrence of a Tax Event) and Contingent Interest and Defaulted Interest, if
any, on the Securities will be promptly paid in full when due, whether at
maturity, by acceleration, redemption, purchase or otherwise, and interest on
the overdue principal of and interest (including Contingent Interest) on the
Securities, if any, if lawful, and all other obligations of the Issuer to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Securities or any of such
other obligations, that same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

            (b) The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Securities with
respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the

                                       70
<PAGE>   76
Issuer, protest, notice and all demands whatsoever and covenant that its
guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture.

            (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Issuer, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuer or
the Guarantors, any amount paid by either to the Trustee or such Holder, the
guarantee of the Guarantors, to the extent theretofore discharged, shall be
reinstated in full force and effect.

            (d) Each Guarantor agrees that it shall not be entitled to any right
of subrogation in relation to the Holders of Securities in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders of Securities, respectively, and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of
its guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby,
and (y) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by such Guarantor for the purpose of its
guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.

            SECTION 12.02. Limitation on Guarantor Liability.

            Each Guarantor, and by its acceptance of Securities, each Holder,
hereby confirms that it is the intention of all such parties that the guarantee
of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to such guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor will, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 12, result in the obligations of such Guarantor under its guarantee not
constituting a fraudulent transfer or conveyance.

            SECTION 12.03. Delivery of Guarantee.

            (a) To evidence its guarantee set forth in Section 12.01, each
Guarantor hereby agrees that the Securities shall bear a notation stating that
such Securities are guaranteed by the Guarantors in accordance with this Article
12 and may be released upon the terms and conditions set forth in this
Indenture.


                                       71
<PAGE>   77
            (b) Each Guarantor hereby agrees that its guarantee set forth in
Section 12.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Security a notation of such guarantee.

            (c) If an officer of a Guarantor whose signature is on this
Indenture no longer holds that office at the time the Trustee authenticates the
Security, such guarantee shall be valid nevertheless.

            (d) The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
guarantees set forth in this Indenture on behalf of the Guarantors.

            (e) In the event that the Issuer creates or acquires any new
Subsidiaries subsequent to the date of this Indenture and such Subsidiaries
become guarantors under the Senior Credit Facility, then the Issuer shall cause
such Subsidiaries to become Guarantors under this Indenture and to execute a
supplemental indenture to this Indenture.

            SECTION 12.04. Guarantors May Consolidate, etc. on Certain Terms.

            (a) Except as otherwise provided in Section 12.05, no Guarantor may
consolidate with or merge with or into (unless such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

                        (i) subject to Section 12.05 hereof, the Person formed
            by or surviving any such consolidation or merger unconditionally
            assumes all the obligations of such Guarantor, pursuant to a
            supplemental indenture in form and substance reasonably satisfactory
            to the Trustee, under the Securities and the Indenture on the terms
            set forth herein or therein; and

                        (ii) immediately after giving effect to such
            transaction, no Default or Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor and such predecessor Guarantor shall be discharged from
its obligations under the Securities and this Indenture.

            (b) Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clause (a) above, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of a Guarantor with
or into the Issuer or another Guarantor, or shall prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to
the Issuer or another Guarantor.

            SECTION 12.05. Release.


                                       72
<PAGE>   78
            (a) To the extent that a Guarantor is released as a guarantor under
the Senior Credit Facility or the Senior Credit Facility is refinanced without
such Guarantor being a guarantor under the new credit facility or in the event
the Senior Credit Facility is otherwise terminated, then such Guarantor (in the
event of a termination of the Senior Credit Facility, all Guarantors) will be
released and relieved of any obligations under its guarantee to the same extent
that such Guarantor was released and relieved of any obligations under the
Senior Credit Facility. Upon delivery by the Issuer to the Trustee of an
Officers' Certificate to the effect that such release has occurred in accordance
with the provisions of this Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its guarantee.

            (b) Any Guarantor not released from its obligations under its
guarantee shall remain liable for the full amount of the Principal Amount at
Maturity (or, if such Securities have been converted to semi-annual coupon notes
following the occurrence of a Tax Event, Restated Principal Amount) and Original
Issue Discount (or interest, if the Securities have been converted into
semi-annual coupon notes following the occurrence of a Tax Event) and Contingent
Interest and Defaulted Interest, if any, on the Securities and for the other
obligations of any Guarantor under this Indenture as provided in this Article
12.

                                   ARTICLE 13

                                  MISCELLANEOUS

            SECTION 13.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the Trust Indenture Act, the
required provision shall control.

            SECTION 13.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail (registered or
certified, return receipt requested), telecopier or overnight air courier
guaranteeing next day delivery, addressed as follows:

            If to the Issuer:


            Starwood Hotels & Resorts Worldwide, Inc.
            1111 Westchester Avenue
            White Plains, New York  10604
            Telecopy No.:  (914) 640-8260
            Attention:  General Counsel



                                       73
<PAGE>   79
            If to the Trustee:

            For payment, registration of transfer and exchange of the
            Securities:



            The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.
Notices to the Trustee shall be effective only upon receipt.

            Any notice or communication mailed to a Securityholder shall be
mailed to the Securityholder at the Securityholder's address as it appears on
the registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not the addressee receives it.

            SECTION 13.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Securityholders with respect to their rights under this Indenture or
the Securities. The Issuer, the Trustee, the Registrar and anyone else shall
have the protection of Trust Indenture Act Section 312(c).

            SECTION 13.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Issuer to the Trustee to take or refrain
from taking any action under this Indenture, the Issuer shall furnish to the
Trustee:

            (1) an Officers' Certificate of the Issuer in form and substance
      reasonably satisfactory to the Trustee stating that, in the opinion of the
      signers, all conditions precedent, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

            Section 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

            (1) a statement that the individual making such certificate or
      opinion has read such covenant or condition;


                                       74
<PAGE>   80
            (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 such individual, he has made
      such examination or investigation as is necessary to enable him to express
      an informed opinion as to whether or not such covenant or condition has
      been complied with; and

            (4) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

            SECTION 13.06. When Securities Disregarded. In determining whether
the Holders of the required Principal Amount at Maturity of Securities have
concurred in any direction, waiver or consent, Securities owned by the Issuer,
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer, shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
shall be considered in any such determination.

            SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

            SECTION 13.08. Legal Holidays. A "Legal Holiday" is a Saturday,
Sunday or other day on which banking institutions in the State of New York are
authorized or required by law to close. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record
date is a Legal Holiday, the record date shall not be affected.

            SECTION 13.09. Governing Law. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

            SECTION 13.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Issuer shall not have any liability for
any obligations of the Issuer under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issuance of the Securities.

            SECTION 13.11. Successors. All agreements of the Issuer in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

            SECTION 13.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy of the Indenture is
enough to prove this Indenture.


                                       75
<PAGE>   81
            SECTION 13.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

            SECTION 13.14. Severability. If any provision in this Indenture is
deemed unenforceable, it shall not affect the validity or enforceability of any
other provision set forth herein, or of the Indenture as a whole.

                     [Rest of page intentionally left blank]


                                       76
<PAGE>   82
            IN WITNESS WHEREOF, the parties have caused this Indenture to be
duly executed as of the date first written above.

                                    STARWOOD HOTELS & RESORTS
                                    WORLDWIDE, INC.


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


                                                             , as Trustee
                                    -------------------------


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


                                       77
<PAGE>   83
                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]


            FOR PURPOSES OF SECTION 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS SECURITY, THE ISSUE PRICE IS
$_____. THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $_____, THE ISSUE DATE IS
_______, 20__ AND THE YIELD TO MATURITY IS ___% PER ANNUM. IN ADDITION, THIS
SECURITY IS SUBJECT TO REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. UNDER SUCH REGULATIONS, THE COMPARABLE YIELD OF THIS SECURITY IS
___%, AND THE PROJECTED PAYMENT SCHEDULE IS ATTACHED AS EXHIBIT __ TO THE
INDENTURE. A HOLDER OF SECURITIES MAY ALSO OBTAIN THE PROJECTED PAYMENT SCHEDULE
BY SUBMITTING A WRITTEN REQUEST TO THE ISSUER AT THE FOLLOWING ADDRESS: STARWOOD
HOTELS & RESORTS WORLDWIDE, INC., 1111 WESTCHESTER AVENUE, WHITE PLAINS,
NEW YORK 10604, ATTENTION: GENERAL COUNSEL.


      THE ISSUER AGREES, AND BY ACCEPTANCE OF A BENEFICIAL INTEREST IN THE
SECURITY, EACH BENEFICIAL OWNER OF ALL OR ANY PORTION OF THE SECURITY EVIDENCED
HEREBY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES (1) TO TREAT THE SECURITY AS INDEBTEDNESS THAT IS SUBJECT TO TREAS.
REG. SEC. 1.1275-4 (THE "CONTINGENT DEBT REGULATIONS") AND, FOR PURPOSES OF THE
CONTINGENT DEBT REGULATIONS, TO TREAT, WITHOUT LIMITATION, THE AMOUNT OF CASH
AND THE FAIR MARKET VALUE OF ANY SHARES BENEFICIALLY RECEIVED UPON A CONVERSION
OF THE SECURITY AS A CONTINGENT PAYMENT AND (2) TO BE BOUND BY THE ISSUER'S
DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE", WITHIN
THE MEANING OF THE CONTINGENT DEBT REGULATIONS, WITH RESPECT TO THE SECURITY.

      [INCLUDE IF SECURITY IS A RESTRICTED SECURITY - THE SECURITY EVIDENCED
HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF
THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED

                                      A-1
<PAGE>   84
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES
TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER, (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED, TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD
TO THE NOTES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.]

      THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS
OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF _______, 20__, ENTERED INTO BY
THE ISSUER FOR THE BENEFIT OF CERTAIN HOLDERS FROM TIME TO TIME OF SECURITIES.]

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

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


                                      A-2
<PAGE>   85
                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

                [ZERO COUPON] CONVERTIBLE [SENIOR] NOTE DUE 20__

CUSIP No. ____________

Issue Date: _______, 20__
Issue Price: $_______
(for each $1,000 Principal Amount at Maturity)


$___________ Principal Amount at
Maturity

Original Issue Discount: $_______
(for each $1,000 Principal
Amount at Maturity)



      Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (herein
called the "Issuer" or the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _____________, or its registered assigns, the Principal
Amount at Maturity set forth above [INCLUDE IF SECURITY IS A GLOBAL SECURITY --
(which amount may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary, in
accordance with the rules and procedures of the Depositary)] on _______, 20__.


      This Security shall not bear periodic interest except as specified on the
other side of this Security. Original Issue Discount will accrue as specified on
the other side of this Security. This Security is convertible as specified on
the other side of this Security.

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

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.



                                          STARWOOD RESORTS & HOTELS
                                            WORLDWIDE, INC.


                                          By:_______________________________
                                             Name:__________________________
                                             Title:_________________________


                                      A-3
<PAGE>   86
                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


__________________, as Trustee, certifies that this is the Security referred to
in the Indenture.




By:_________________________________
   Authorized Signatory


Date of authentication:


                                      A-4

<PAGE>   87
                       [FORM OF REVERSE SIDE OF SECURITY]


     This Security is one of a duly authorized issue of Notes of the Issuer
designated as its [Zero Coupon] Convertible [Senior] Notes due 20__, limited in
aggregate Principal Amount at Maturity to $_____________ (subject to increase by
up to $_____________ in the event the Initial Purchaser exercises the
over-allotment option granted to it in the Purchase Agreement) (herein called
the "Securities"), issued and to be issued under an Indenture, dated as of
_______, 20__ (herein called the "Indenture"), among the Issuer, the guarantors
party thereto and ______________, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.


      Interest - This Security shall not bear periodic interest, except as
specified herein. If the Principal Amount at Maturity (or, if such Securities
have been converted to semi-annual coupon notes following the occurrence of a
Tax Event, Restated Principal Amount) hereof or any portion of such Principal
Amount at Maturity (or, if such Securities have been converted to semi-annual
coupon notes following the occurrence of a Tax Event, Restated Principal Amount)
is not paid when due (whether upon acceleration pursuant to Section 6.02 of the
Indenture, upon the date set for payment of the Redemption Price, upon the date
set for payment of a Purchase Price or Change in Control Purchase Price or upon
the Stated Maturity of this Security) or if interest (including Contingent
Interest, if any) due hereon or any portion of such interest is not paid when
due in accordance with the paragraph entitled "Contingent Interest" hereof, then
in each such case the overdue amount shall bear interest at the rate of ___% per
annum, compounded semiannually (to the extent that the payment of such interest
shall be legally enforceable), which interest shall accrue from the date such
overdue amount was due to the date payment of such amount, including interest
thereon, has been made or duly provided for. All such interest shall be payable
on demand. The accrual of such interest on overdue amounts shall be in lieu of,
and not in addition to, the continued accrual of Original Issue Discount.
Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at ___% per annum, on a semi-annual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security. Original Issue Discount shall cease to
accrue on the earlier of (a) the date on which the Principal Amount hereof or
any portion of such Principal Amount becomes due and payable and (b) any
Redemption Date, Conversion Date, Change in Control Purchase Date, Purchase Date
or other date on which such Original Issue Discount (or, if such Securities have
been converted to semi-annual coupon notes following the occurrence of a Tax
Event, interest thereon) shall cease to accrue in accordance with Section 2.09
of the Indenture.

      Method of Payment - Holders must surrender Securities to the Paying Agent
to collect all payments in respect of the Securities, except for liquidated
damages payable pursuant to the Registration Rights Agreement and, if such
Securities have been converted to semi-annual coupon notes following the
occurrence of a Tax Event, interest thereon and Contingent Interest. The Issuer
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts.


                                      A-5

<PAGE>   88
      Contingent Interest - Subject to the accrual and record date provisions
specified in this paragraph, the Issuer shall pay contingent interest
("Contingent Interest") to the Holders during any six-month period (a
"Contingent Interest Period") from ________ to ________ and from ________ to
________, commencing after ________, 20__, if the average Security Market Price
for the five trading days ending on the second trading day immediately preceding
the relevant six-month period with respect to such Contingent Interest Period
equals 120% or more of the sum of the Issue Price of a Security and Original
Issue Discount accrued thereon to the trading day immediately preceding the
first day of the relevant Contingent Interest Period.

      The amount of Contingent Interest payable per Security in respect of any
Contingent Interest Period shall equal the greater of (x) a per annum rate equal
to ___% of the Issuer's then current per annum borrowing rate for senior
non-convertible fixed rate indebtedness with a maturity date comparable to the
Securities, estimated in good faith by the Board of Directors, multiplied by the
sum of the Issue Price of a Security and Original Issue Discount accrued thereon
to the trading day immediately preceding the first day of the relevant
Contingent Interest Period and (ii) a per annum rate of ___% multiplied by the
average Security Market Price for the five trading days ending on the second
trading day immediately preceding the relevant Contingent Interest Period.
Contingent Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months.


      Contingent Interest, if any, will accrue and be payable to Holders as of
the 15th day preceding the last day of the relevant Contingent Interest Period.
Such payments shall be paid on the last day of the relevant Contingent Interest
Period. Original Issue Discount will continue to accrue at  ___ % per annum
whether or not Contingent Interest is paid.


      "Security Market Price" means, as of any date of determination, the
average of the secondary market bid quotations per Security obtained by the Bid
Solicitation Agent for $10 million Principal Amount at Maturity at approximately
4:00 p.m. (New York City time) on such determination date from two recognized
securities dealers in The City of New York (none of which shall be an Affiliate
of the Issuer) selected by the Issuer; provided, however, if (a) at least two
such bids are not obtained by the Bid Solicitation Agent or (b) in the Issuer's
reasonable judgment, the bid quotations are not indicative of the secondary
market value of the Securities as of such determination date, then the Market
Price of the Securities for such determination date shall equal (i) the
Conversion Rate in effect as of such determination date multiplied by (ii) the
average Sale Price for the five trading days ending on such determination date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such trading days during such five trading day period
and ending on such determination date, of any event described in Section 11.06,
11.07, 11.08 or 11.21 (subject to the conditions set forth in Sections 11.09 and
11.10) of the Indenture.

      Upon determination that Holders will be entitled to receive Contingent
Interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Issuer shall
issue a press release and publish such information on its web site at
www.starwoodhotels.com or such other website as the Issuer may from time to time
maintain.



                                      A-6

<PAGE>   89
      Redemption at the Option of the Issuer - No sinking fund is provided for
the Securities. The Securities are redeemable as a whole, or from time to time
in part, at any time at the option of the Issuer at a Redemption Price equal to
the Issue Price plus the accrued Original Issue Discount to the Redemption Date
as set forth in the next paragraph, provided that the Securities are not
redeemable prior to ________, 20__ at the option of the Issuer.

      The table below shows redemption prices (each a "Redemption Price") of a
Security per $1,000 Principal Amount at Maturity on the dates shown below and at
Stated Maturity, which prices equal the Issue Price plus accrued Original Issue
Discount calculated to each such date. The Redemption Price of a Security
redeemed between such dates shall include an additional amount reflecting the
additional Original Issue Discount accrued since the next preceding date in the
table.

<TABLE>
<CAPTION>

                                             ACCRUED ORIGINAL    REDEMPTION
                                ISSUE         ISSUE DISCOUNT        PRICE
                DATE           PRICE(1)         AT ___%(2)        (1) + (2)
           ----------------------------------------------------------------
<S>                            <C>           <C>                 <C>
           ________, 20__      $                $                 $
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
           ________, 20__
              At Stated        $                $                 $
              Maturity
</TABLE>


      In addition, if there shall have occurred a Trust Assumption Event, the
Issuer or the Trust, at either the Issuer's or the Trust's option, may elect to
redeem Securities for a period of 60 days following the effective date of such
Trust Assumption Event for cash at a redemption price (the "Trust Assumption
Event Redemption Price") equal to the Issue Price of the Securities plus accrued
Original Issue Discount through the Trust Assumption Event Redemption Date.

      If converted to a semi-annual coupon note following the occurrence of a
Tax Event, this Security will be redeemable at the option of the Issuer at the
Restated Principal Amount plus accrued and unpaid interest (including Contingent
Interest) from the later of the date of such conversion and the date on which
interest was last paid through the Redemption Date or the Trust Assumption Event
Redemption Date, as the case may be; but in no event will this Security

                                     A-7
<PAGE>   90
be redeemable before ________, 20__ at the option of the Issuer, unless a Trust
Assumption Event shall have occurred.

      In addition to the Redemption Price or Trust Assumption Event Redemption
Price payable with respect to all Securities or portions thereof to be redeemed
as of a Redemption Date or Trust Assumption Event Redemption Date, as the case
may be, the Holders of such Securities (or portions thereof) shall be entitled
to receive accrued and unpaid Contingent Interest and Defaulted Interest, if
any, with respect thereto, which Contingent Interest and Defaulted Interest
shall be paid in cash on the Redemption Date or Trust Assumption Event
Redemption Date, as the case may be.

      Purchase By the Issuer at the Option of the Holder - Subject to the terms
and conditions of the Indenture, the Issuer shall become obligated to purchase,
at the option of the Holder, the Securities held by such Holder on the following
Purchase Dates and at the following Purchase Prices per $1,000 Principal Amount
at Maturity, upon delivery of a Purchase Notice containing the information set
forth in the Indenture, at any time from the opening of business on the date
that is 20 Business Days prior to such Purchase Date until the close of business
on the third Business Day prior to such Purchase Date and upon delivery of the
Securities to the Paying Agent by the Holder as set forth in the Indenture.

<TABLE>
<CAPTION>
      Purchase Date       Purchase Price
      -------------       --------------
<S>                       <C>
      ________, 20__         $
      ________, 20__         $
      ________, 20__         $
      ________, 20__         $
      ________, 20__         $
</TABLE>

      The Purchase Price (equal to the Issue Price plus accrued Original Issue
Discount to the Purchase Date) may be paid, at the option of the Issuer, in cash
or by the issuance and delivery of Shares of the Issuer valued at the Market
Price, or in any combination of cash and Shares.

      If prior to a Purchase Date this Security has been converted to a
semi-annual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the applicable Restated Principal Amount plus accrued and
unpaid interest from the later of the date of such conversion and the date on
which interest was last paid to the Purchase Date.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Issuer shall become obligated to repurchase the Securities if a
Change in Control occurs at any time on or prior to ________, 20__ for a Change
in Control Purchase Price equal to the Issue Price plus accrued Original Issue
Discount to the Change in Control Purchase Date, which Change in Control
Purchase Price shall be paid in cash. If prior to a Change in Control Purchase
Date this Security has been converted to a semi-annual coupon note following the
occurrence of a Tax Event, the Change in Control Purchase Price shall be equal
to the Restated Principal

                                     A-8
<PAGE>   91
Amount plus accrued and unpaid interest from the later of the date of such
conversion and the date on which interest was last paid to the Change in Control
Purchase Date.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Trust shall become obligated to repurchase the Securities if a
Trust Assumption Event occurs for a Trust Assumption Event Purchase Price equal
to the Issue Price plus accrued Original Issue Discount to the Trust Assumption
Event Purchase Date, which Trust Assumption Event Purchase Price shall be paid
in cash. If prior to a Trust Assumption Event Purchase Date this Security has
been converted to a semi-annual coupon note following the occurrence of a Tax
Event, the Trust Assumption Event Purchase Price shall be equal to the Restated
Principal Amount plus accrued and unpaid interest from the later of the date of
such conversion and the date on which interest was last paid to the Trust
Assumption Event Purchase Date.

      In addition to the Purchase Price, Change in Control Purchase Price or
Trust Assumption Event Purchase Price, as the case may be, payable with respect
to all Securities or portions thereof to be purchased as of the Purchase Date,
the Change in Control Purchase Date or Trust Assumption Event Purchase Date, as
the case may be, the Holders of such Securities (or portions thereof) shall be
entitled to receive accrued and unpaid Contingent Interest and Defaulted
Interest, if any, with respect thereto, which Contingent Interest and Defaulted
Interest shall be paid in cash promptly following the later of the Purchase
Date, the Change in Control Purchase Date or Trust Assumption Event Purchase
Date, as the case may be, and the time of delivery of such Securities to the
Paying Agent pursuant to the Indenture.

      Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

      If cash and/or securities sufficient to pay the Purchase Price or cash
sufficient to pay the Change in Control Purchase Price or cash sufficient to pay
the Trust Assumption Event Purchase Price, as the case may be, of, together with
any accrued and unpaid Contingent Interest with respect to, all Securities or
portions thereof to be purchased as of the Purchase Date, the Change in Control
Purchase Date or the Trust Assumption Event Purchase Date, as the case may be,
are deposited with the Paying Agent on the Business Day following the Purchase
Date, the Change in Control Purchase Date or Trust Assumption Event Purchase
Date, as the case may be, Original Issue Discount or, if the Securities have
been converted to semi-annual coupon notes following the occurrence of a Tax
Event, interest, and Contingent Interest, will cease to accrue on such
Securities (or portions thereof) immediately after such Purchase Date, Change in
Control Purchase Date or Trust Assumption Event Purchase Date, as the case may
be, and the Holder thereof shall have no other rights as such (other than the
right to receive the Purchase Price, Change in Control Purchase Price or the
Trust Assumption Event Purchase Price, as the case may be, and accrued and
unpaid Contingent Interest, if any, upon surrender of such Security).

      If the Issuer elects to pay all or part of the Purchase Price in Shares,
the portion of accrued Original Issue Discount (or interest if the Issuer has
exercised the option to convert the Securities into semi-annual coupon notes as
provided for herein) attributable to the period from the Issue Date (or, if the
Issuer has exercised its option to convert the Securities into semi-annual
coupon notes, the later of (x) the date of such exercise, and (y) the date on
which interest was last

                                     A-9
<PAGE>   92
paid) through the Purchase Date with respect to the surrendered Security and
(except as provided below) accrued Contingent Interest and Defaulted Interest
with respect to the surrendered Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through the delivery of the Shares (together with cash payment, if any, in lieu
of fractional Shares) and cash, if any, in exchange for the Security being
purchased pursuant to the terms hereof; and such cash, if any, and the fair
market value of such Shares (together with any such cash payment in lieu of
fractional Shares) shall be treated as delivered pro rata, to the extent
thereof, first in exchange for Original Issue Discount (or interest, if the
Issuer has exercised its option to convert the Securities into semi-annual
coupon notes) accrued through the Purchase Date and accrued Contingent Interest
and Defaulted Interest, and the balance, if any, of such cash and the fair
market value of such Shares (and any such cash payment) shall be treated as
delivered in exchange for the Issue Price of the Security being purchased
pursuant to the provisions hereof.

      Ranking - The Securities shall be general senior obligations of the
Issuer. The Securities are secured on an equal and ratable basis under the
Pledge Agreement pursuant to Section 4.09 of the Indenture. The security under
the Pledge Agreement may be released as provided in the Indenture.

      Guarantee - The Securities are guaranteed by the Guarantors in accordance
with Article 12 of the Indenture. The guarantees may be released upon the terms
and conditions set forth in the Indenture.

      Conversion - A Holder of a Security may convert it into Shares in
accordance with the terms and conditions set forth in Article 11 of the
Indenture.

      After ________, 20__, a Holder's right to convert Securities into Shares
is subject to the Issuer's right to elect to instead pay such Holder the amount
of cash set forth in the next succeeding sentence in lieu of delivering all or
part of such Shares; provided, however, that if such payment of cash is not
permitted pursuant to the provisions of the Indenture, the Issuer shall deliver
Shares (and cash in lieu of fractional Shares) in accordance with Article 11 of
the Indenture, whether or not the Issuer has delivered a notice pursuant to
Section 11.02 of the Indenture to the effect that the Securities will be paid in
cash. The amount of cash to be paid for each $1,000 Principal Amount of a
Security shall be equal to the Market Price of a Share multiplied by the
Conversion Rate in effect on such Conversion Date. If the Issuer shall elect to
make such payment wholly in Shares, then such Shares shall be delivered through
the Conversion Agent to Holders surrendering Securities no later than the fifth
Business Day following the Conversion Date. If, however, the Issuer shall elect
to make any portion of such payment in cash, then the payment, including any
delivery of Shares, shall be made to Holders surrendering Securities no later
than the tenth Business Day following the Conversion Date.

      The Issuer shall not pay cash in lieu of delivering all or part of such
Shares upon the conversion of any Security pursuant to the terms of Article 11
of the Indenture (other than cash in lieu of fractional shares) if there has
occurred (prior to, on or after, as the case may be, the Conversion Date or the
date on which the Issuer delivers its notice of whether each Security shall be
converted into Shares or cash) and is continuing an Event of Default (other than
a default in such payment on such Securities).


                                     A-10
<PAGE>   93

      The initial Conversion Rate is ________ Shares per $1,000 Principal Amount
at Maturity, subject to adjustment in certain events described in the Indenture.
The Issuer will deliver cash or a check in lieu of any fractional Share.

      In the event the Issuer exercises its option pursuant to Section 10.01 of
the Indenture to have interest in lieu of Original Issue Discount accrue on the
Security following a Tax Event, the Holder will be entitled on conversion into
Shares to receive the same number of Shares such Holder would have received if
the Issuer had not exercised such option. If the Issuer exercises such option,
Securities surrendered for conversion during the period from the close of
business on any Regular Record Date next preceding any Interest Payment Date to
the opening of business on such Interest Payment Date (except Securities to be
redeemed on a date within such period) must be accompanied by payment of an
amount equal to the interest (including Contingent Interest) thereon that the
registered Holder is entitled to receive. Except where Securities surrendered
for conversion must be accompanied by payment as described above, no interest on
converted Securities shall be payable by the Issuer on any Interest Payment Date
subsequent to the date of conversion.

      Securities surrendered for conversion during the period from the close of
business on any date on which Contingent Interest accrues to the opening of
business on the date on which such Contingent Interest is payable (except
Securities with respect to which the Issuer has mailed a notice of redemption)
must be accompanied by payment of an amount equal to the Contingent Interest and
Defaulted Interest with respect thereto that the registered Holder is to
receive. Except where Securities surrendered for conversion must be accompanied
by payment as described above, no Contingent Interest or Defaulted Interest on
converted Securities will accrue after the date of conversion.

      To convert a Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent for cancellation, (3) furnish appropriate
endorsements and transfer documents if required by the Conversion Agent, the
Issuer or the Trustee and (4) pay all funds required, if any, relating to
interest (including Contingent Interest) on the Security to be converted for
which you are not entitled and pay any transfer or similar tax, if required.

      A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on, or other distributions with respect
to, any Shares except as provided in the Indenture. On conversion of a Security,
that portion of accrued Original Issue Discount (or interest, if the Issuer has
exercised its option provided for below in "Tax Event") attributable to the
period from the Issue Date (or, if the Issuer has exercised the option referred
to below in "Tax Event", the later of (x) the date of such exercise and (y) the
date on which interest was last paid) through the Conversion Date with respect
to the converted Security and (except as provided below) accrued Contingent
Interest and accrued Defaulted Interest with respect to the converted Security
shall not be cancelled, extinguished or forfeited, but rather shall be deemed to
be paid in full to the Holder thereof through the delivery of the Shares
(together with the cash payment, if any, in lieu of fractional Shares) in
exchange for the Security being converted pursuant to the terms hereof; and the
fair market value of such Shares (together with any such

                                     A-11
<PAGE>   94
cash payment in lieu of fractional Shares) shall be treated as delivered pro
rata, to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Issuer has exercised its option provided for below in "Tax
Event") and accrued Contingent Interest accrued through the Conversion Date and
Defaulted Interest, and the balance, if any, of the fair market value of such
Shares shall be treated as delivered in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

      The Conversion Rate will be adjusted as provided in the Indenture.

      If the Issuer is a party to a consolidation, merger or binding share
exchange or a transfer of its assets as, or substantially as, an entirety, or
upon certain distributions described in the Indenture, the right to convert a
Security into Shares may be changed into a right to convert it into securities,
cash or other assets of the Issuer or another Person.

      In the event of a Share Separation, the Securities shall not be
convertible in Shares, but shall instead be convertible solely into Corporation
Shares except upon a Trust Assumption Event. Upon the occurrence of a Share
Separation, the Conversion Rate of the Securities shall be adjusted in
accordance with the terms of the Indenture. In addition, Holders of Securities
shall not be entitled to convert their Securities into Shares for the period
beginning on the record date for such Share Separation and ending on the first
Business Day succeeding the first five consecutive trading days after the
effective date of such Share Separation.

      Tax Event - From and after (1) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (2) the date the Issuer exercises such option,
whichever is later (the "Option Exercise Date"), at the option of the Issuer,
interest in lieu of future Original Issue Discount shall accrue at the rate of
___% per annum on a principal amount per Security (the "Restated Principal
Amount") equal to the Issue Price plus Original Issue Discount accrued to the
Option Exercise Date and shall be payable semi-annually on _________ and
_________ of each year (each an "Interest Payment Date") to holders of record at
the close of business on _________ or _________ (each a "Regular Record Date")
immediately preceding such Interest Payment Date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date to which interest has been paid or, if no interest has
been paid, from the Option Exercise Date.

      Interest (including Contingent Interest) on any Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the Issuer maintained for such purpose. Each installment of interest on any
Security shall be paid in same-day funds by transfer to an account maintained by
the payee located inside the United States, provided that with respect to any
Holder, such Holder shall have furnished to the Paying Agent all required wire
payment instructions no later than the related Regular Record Date, or if no
such instructions have been furnished, by check payable to such Holder.

      From and after the Option Exercise Date, Contingent Interest provided for
in the paragraph entitled "Contingent Interest" hereof shall cease to accrue on
this Security.


                                     A-12
<PAGE>   95
            Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Issuer
as provided for in Section 10.04(b) of the Indenture.

      [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of a deposit or
withdrawal of an interest in this Security, including an exchange, transfer,
repurchase or conversion of this Security in part only, the Trustee, as
custodian of the Depositary, shall make an adjustment on its records to reflect
such deposit or withdrawal in accordance with the rules and procedures of the
Depositary.]

      [INCLUDE IF SECURITY IS A RESTRICTED SECURITY -- Subject to certain
limitations in the Indenture, at any time when the Issuer is not subject to
Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended, upon the request of a Holder of a Restricted Security, the Issuer shall
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities, or to a prospective purchaser of
any such security designated by any such Holder, to the extent required to
permit compliance by any such Holder with Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"). "Rule 144A Information" shall be such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto).]

      If an Event of Default shall occur and be continuing, the Issue Price plus
the Original Issue Discount or, if the Securities have been converted to
semi-annual coupon notes following the occurrence of a Tax Event, the Restated
Principal Amount plus interest, accrued on all the Securities and accrued
Contingent Interest, if any, may be declared due and payable in the manner and
with the effect provided in the Indenture.

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

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 25% in Principal Amount at Maturity of
the outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee reasonable indemnity, and

                                      A-13
<PAGE>   96
the Trustee shall not have received from the Holders of a majority in Principal
Amount at Maturity of outstanding Securities a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment hereon on or after the respective due dates expressed
herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the Principal Amount at Maturity, Restated
Principal Amount, Purchase Price or Change in Control Purchase Price of, accrued
Original Issue Discount or interest (including Contingent Interest), if any, on,
and liquidated damages on this Security at the times, place and rate, and in the
coin or currency, prescribed in the Indenture.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the security
register, upon surrender of this Security for registration of transfer at the
office or agency of the Issuer established pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate Principal
Amount at Maturity, will be issued to the designated transferee or transferees.

      The Securities are issuable only in registered form without coupons in
denominations of $1,000 Principal Amount at Maturity and any integral multiple
of $1,000 above that amount. As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a like aggregate
Principal Amount at Maturity of Securities of a different authorized
denomination, as requested by the Holder surrendering the same.

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

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

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.


                                      A-14
<PAGE>   97
                                 ASSIGNMENT FORM

      If you want to assign this Security, fill in the form below and have your
signature guaranteed:

      I or we assign and transfer this Security to:

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

(Print or type name, address and zip code and social security or tax ID number
of assignee)

      and irrevocably appoint _____________________________________ agent to
transfer this Security on the books of the Issuer. The agent may substitute
another to act for him.

      Date:________________________     Signed:_______________________

      (Sign exactly as your name appears on the other side of this Security)

      Signature Guarantee:________________________________

      In connection with any transfer of this Security occurring prior to the
date of the declaration by the SEC of the effectiveness of a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
covering resales of this Security (which effectiveness shall not have been
suspended or terminated at the date of the transfer), I or we are assigning and
transferring this Security:

                                   [Check One]

      (1) [ ]    to the Issuer or a subsidiary of the Issuer; or

      (2) [ ]    pursuant to and in compliance with Rule 144A under the
                 Securities Act; or

      (3) [ ]    outside the United States to a "foreign person" in compliance
                 with Rule 904 of Regulation S under the Securities Act; or

      (4) [ ]    pursuant to the exemption from registration provided by Rule
                 144 under the Securities Act; or

      (5) [ ]    pursuant to an effective registration statement under the
                 Securities Act; or

      (6) [ ]    pursuant to another available exemption from the registration
                 requirements of the Securities Act.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any Person
other than the registered

                                      A-15
<PAGE>   98
Holder thereof, provided that if box (3), (4) or (6) is checked, the Issuer may
require, prior to registering any such transfer of the Securities, in its sole
discretion, such legal opinions, certifications (including an investment letter
in the case of box (3)) and other information as the Issuer may reasonably
request to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act.

      If none of the foregoing boxes is checked, the Trustee or Registrar shall
not be obligated to register this Security in the name of any Person other than
the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 3.09 of the Indenture shall have
been satisfied.

      Date:_________________________    Signed:________________________

      (Sign exactly as your name appears on the other side of this Security)

      Signature Guarantee:________________________________


        TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

      The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

      Date:_________________________    Signed:________________________

      NOTICE: To be executed by an executive officer.


                                      A-16
<PAGE>   99
                            FORM OF CONVERSION NOTICE

      If you want to convert this Security into Shares of the Issuer, check the
box: [ ]

      To convert only part of this Security, state the Principal Amount at
Maturity to be converted (which must be $1,000 or an integral multiple of
$1,000):

      $_________________________________

      If you want the stock certificate made out in another person's name, fill
in the form below:

________________________________________________________________________________

              (Insert other person's social security or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

            (Print or type other person's name, address and zip code)

      Date:_________________________    Signed:________________________

      (Sign exactly as your name appears on the other side of this Security)

              Signature Guarantee:________________________________


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