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                                                                     Exhibit 4.7



                                    INDENTURE


                                     BETWEEN


               STARWOOD HOTELS & RESORTS WORLDWIDE, INC., ISSUER,


                     [THE GUARANTORS PARTY HERETO FROM TIME


                              TO TIME, GUARANTORS,]


                                       AND


                    ________________________________, TRUSTEE





                        DATED AS OF _______________, 20__


                                 DEBT SECURITIES
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                                                           ARTICLE I.

                                                          DEFINITIONS

SECTION 1.1.  CERTAIN TERMS DEFINED..............................................................................            1
SECTION 1.2.  OTHER DEFINED TERMS................................................................................           10

                                                          ARTICLE II.

                                                         SECURITY FORMS

SECTION 2.1.  FORMS GENERALLY....................................................................................           10
SECTION 2.2.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION....................................................           11
SECTION 2.3.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION BY AN AUTHENTICATING AGENT.........................           11
SECTION 2.4.  SECURITIES ISSUABLE IN THE FORM OF A GLOBAL SECURITY...............................................           11

                                                          ARTICLE III.

                                                         THE SECURITIES

SECTION 3.1.  AMOUNT UNLIMITED; ISSUABLE IN SERIES...............................................................           12
SECTION 3.2.  FORM AND DENOMINATIONS.............................................................................           14
SECTION 3.3.  AUTHENTICATION, DATING AND DELIVERY OF SECURITIES..................................................           15
SECTION 3.4.  EXECUTION OF SECURITIES AND COUPONS................................................................           16
SECTION 3.5.  CERTIFICATE OF AUTHENTICATION......................................................................           17
SECTION 3.6.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE................................................           17
SECTION 3.7.  MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES OR COUPONS...............................           19
SECTION 3.8.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................................           20
SECTION 3.9.  CANCELLATION OF SECURITIES; DESTRUCTION THEREOF....................................................           21
SECTION 3.10.  TEMPORARY SECURITIES..............................................................................           21
SECTION 3.11.  COMPUTATION OF INTEREST...........................................................................           22
SECTION 3.12.  CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF SECURITIES..........................................           22
SECTION 3.13.  COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS......................................................           26
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                                                          ARTICLE IV.

                                                    COVENANTS OF THE ISSUER

SECTION 4.1.  PAYMENT OF SECURITIES..............................................................................           26
SECTION 4.2.  OFFICES OR AGENCY..................................................................................           26
SECTION 4.3.  APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE.................................................           27
SECTION 4.4.  PAYING AGENTS......................................................................................           27
SECTION 4.5.  CORPORATE EXISTENCE................................................................................           28
SECTION 4.6.  RESTRICTIONS ON LIENS..............................................................................           28
SECTION 4.7.  SALE AND LEASEBACK TRANSACTIONS....................................................................           30
SECTION 4.8.  COMPLIANCE CERTIFICATE.............................................................................           30
SECTION 4.9.  FURTHER INSTRUMENTS AND ACTS.......................................................................           31
SECTION 4.10.  [SECURITIES TO BE EQUALLY AND RATABLY SECURED UNDER PLEDGE AGREEMENT..............................           31
SECTION 4.11.  DESIGNATION OF SUBSIDIARIES.......................................................................           31

                                                           ARTICLE V.

                                SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

SECTION 5.1.  ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND ADDRESSES OF
              SECURITYHOLDERS....................................................................................           32
SECTION 5.2.  PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS LISTS...............................................           32
SECTION 5.3.  REPORTS BY THE ISSUER..............................................................................           34
SECTION 5.4.  REPORTS BY THE TRUSTEE.............................................................................           34

                                                          ARTICLE VI.

                                                     DEFAULTS AND REMEDIES

SECTION 6.1.  EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF DEFAULT..............................           36
SECTION 6.2.  COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE DEBT......................................           40
SECTION 6.3.  APPLICATION OF PROCEEDS............................................................................           41
SECTION 6.4.  SUITS FOR ENFORCEMENT..............................................................................           42
SECTION 6.5.  RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS................................................           42
SECTION 6.6.  LIMITATIONS ON SUITS BY SECURITYHOLDERS............................................................           43
SECTION 6.7.  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN SUITS..................................           43
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SECTION 6.8.  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT............................           44
SECTION 6.9.  CONTROL BY THE HOLDERS OF SECURITIES...............................................................           44
SECTION 6.10.  WAIVER OF PAST DEFAULTS...........................................................................           45
SECTION 6.11.  TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN CIRCUMSTANCES......................           45
SECTION 6.12.  RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS......................................           45
SECTION 6.13.  JUDGMENT CURRENCY.................................................................................           46

                                                          ARTICLE VII.

                                                     CONCERNING THE TRUSTEE

SECTION 7.1.  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT; PRIOR TO DEFAULT.......................           46
SECTION 7.2.  CERTAIN RIGHTS OF THE TRUSTEE......................................................................           48
SECTION 7.3.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES OR APPLICATION OF
              PROCEEDS THEREOF...................................................................................           49
SECTION 7.4.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC...........................................           49
SECTION 7.5.  MONEYS HELD BY TRUSTEE.............................................................................           49
SECTION 7.6.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM....................................           49
SECTION 7.7.  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.............................................           50
SECTION 7.8.  QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS....................................................           50
SECTION 7.9.  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE........................................................           50
SECTION 7.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.........................................           51
SECTION 7.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE....................................................           52
SECTION 7.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE............................           53
SECTION 7.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER..............................................           53
SECTION 7.14.  AUTHENTICATING AGENT..............................................................................           57

                                                         ARTICLE VIII.

                                              CONCERNING THE HOLDERS OF SECURITIES

SECTION 8.1.  ACTION BY HOLDERS..................................................................................           58
SECTION 8.2.  PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF SECURITIES.........................................           58
SECTION 8.3.  HOLDERS TO BE TREATED AS OWNERS....................................................................           59
SECTION 8.4.  SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING..................................................           59
SECTION 8.5.  RIGHT OF REVOCATION OF ACTION TAKEN................................................................           59
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                                                          ARTICLE IX.

                                                       HOLDERS' MEETINGS

SECTION 9.1.  PURPOSES OF MEETINGS...............................................................................           60
SECTION 9.2.  CALL OF MEETINGS BY TRUSTEE........................................................................           60
SECTION 9.3.  CALL OF MEETINGS BY ISSUER OR HOLDERS..............................................................           60
SECTION 9.4.  QUALIFICATIONS FOR VOTING..........................................................................           61
SECTION 9.5.  REGULATIONS........................................................................................           61
SECTION 9.6.  VOTING.............................................................................................           62
SECTION 9.7.  NO DELAY OF RIGHTS BY MEETING......................................................................           62

                                                           ARTICLE X.

                                                    SUPPLEMENTAL INDENTURES

SECTION 10.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS........................................           62
SECTION 10.2.  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS...........................................           64
SECTION 10.3.  NOTICE OF SUPPLEMENTAL INDENTURE..................................................................           65
SECTION 10.4.  EFFECT OF SUPPLEMENTAL INDENTURE..................................................................           65
SECTION 10.5.  DOCUMENTS TO BE GIVEN TO TRUSTEE..................................................................           66
SECTION 10.6.  NOTATION ON SECURITIES AND COUPONS IN RESPECT OF SUPPLEMENTAL INDENTURES..........................           66
SECTION 10.7.  ISSUANCE OF SECURITIES BY SUCCESSOR CORPORATION...................................................           66

                                                          ARTICLE XI.

                                                      SUCCESSOR COMPANIES

SECTION 11.1.  MERGER AND CONSOLIDATION..........................................................................           67
SECTION 11.2.  OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE.........................................................           67

                                                          ARTICLE XII.

                                   SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 12.1.  SATISFACTION AND DISCHARGE OF SECURITIES OF ANY SERIES............................................           67
SECTION 12.2.  SATISFACTION AND DISCHARGE OF INDENTURE...........................................................           69
SECTION 12.3.  APPLICATION OF TRUST MONEY........................................................................           69
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SECTION 12.4.  REPAYMENT OF MONEYS HELD BY PAYING AGENT..........................................................           70
SECTION 12.5.  RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED FOR TWO YEARS.........................           70

                                                         ARTICLE XIII.

                                                    MISCELLANEOUS PROVISIONS

SECTION 13.1.  INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER [AND GUARANTORS] EXEMPT FROM
               INDIVIDUAL LIABILITY .............................................................................           70
SECTION 13.2.  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND SECURITYHOLDERS.......................           71
SECTION 13.3.  SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE...............................................           71
SECTION 13.4.  NOTICES TO HOLDERS; WAIVER........................................................................           71
SECTION 13.5.  ADDRESSES FOR NOTICES.............................................................................           71
SECTION 13.6.  OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN................           72
SECTION 13.7.  CROSS REFERENCES..................................................................................           73
SECTION 13.8.  LEGAL HOLIDAYS....................................................................................           73
SECTION 13.9.  MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED...................................................           74
SECTION 13.10.  PAYMENT TO BE IN PROPER CURRENCY.................................................................           74
SECTION 13.11.  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT..................................           74
SECTION 13.12.  NEW YORK LAW TO GOVERN...........................................................................           74
SECTION 13.13.  COUNTERPARTS.....................................................................................           74
SECTION 13.14.  EFFECT OF HEADINGS...............................................................................           74
SECTION 13.15.  SEPARABILITY CLAUSE..............................................................................           75

                                                          ARTICLE XIV.

                                                    REDEMPTION OF SECURITIES

SECTION 14.1.  APPLICABILITY OF ARTICLE..........................................................................           75
SECTION 14.2.  NOTICE OF REDEMPTION; SELECTION OF SECURITIES.....................................................           75
SECTION 14.3.  PAYMENT OF SECURITIES CALLED FOR REDEMPTION.......................................................           76
SECTION 14.4.  EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR SELECTION FOR REDEMPTION.....................           77
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                                                          ARTICLE XV.

                                                         SINKING FUNDS

SECTION 15.1.  APPLICABILITY OF ARTICLE..........................................................................           77
SECTION 15.2.  SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH SECURITIES...................................           77
SECTION 15.3.  REDEMPTION OF SECURITIES FOR SINKING FUND.........................................................           78


                                                          ARTICLE XVI.*


                                                           GUARANTEE

SECTION 16.1.  GUARANTEE.........................................................................................           80
SECTION 16.2.  LIMITATION OF GUARANTORS' LIABILITY...............................................................           82
SECTION 16.3.  RELEASES..........................................................................................           82
SECTION 16.4.  SUCCESSORS AND ASSIGNS............................................................................           82
SECTION 16.5.  NO WAIVER, ETC....................................................................................           83
SECTION 16.6.  ADDITIONAL GUARANTORS.............................................................................           83
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                  INDENTURE, dated as of ____________, 20__, between STARWOOD
HOTELS & RESORTS WORLDWIDE, INC., a Maryland corporation (the "Issuer"), [the
companies listed on the signature pages thereto that are subsidiaries of the
Issuer (the "Guarantors")]* and ________________, a ________________________, as
Trustee (the "Trustee").


                             RECITALS OF THE ISSUER

                  The Issuer is authorized to borrow money for its corporate
purposes and to issue debentures, notes or other evidences of indebtedness
therefor; and for its corporate purposes, the Issuer has determined to make and
issue its debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities"), as hereinafter provided, up to such
principal amount or amounts as may from time to time be authorized by or
pursuant to the authority granted in one or more resolutions of the Board of
Directors.

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That, in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the Securities
by the holders thereof and of the sum of One Dollar to the Issuer duly paid by
the Trustee at or before the delivery of these presents, and for other valuable
considerations, the receipt whereof is hereby acknowledged, and in order to
declare the terms and conditions upon which the Securities are to be issued, IT
IS HEREBY COVENANTED, DECLARED AND AGREED, by and among the parties hereto, that
all the Securities are to be executed, authenticated and delivered subject to
the further covenants and conditions hereinafter set forth; and the Issuer, for
itself and its successors, does hereby covenant and agree to and with the
Trustee and its successors in said trust, for the benefit of those who shall
hold the Securities, or any of them, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

                  SECTION 1.1. CERTAIN TERMS DEFINED. The following terms
(except as otherwise expressly provided or unless the context otherwise clearly
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture that are defined in the Trust Indenture Act or the
definitions of which in the Securities Act are referred to in the Trust
Indenture Act or by Commission rule under the Trust Indenture Act (except as
herein otherwise expressly provided or unless the context otherwise clearly
requires) shall have the meanings assigned to such terms in said Trust Indenture
Act, such rule thereunder or in said Securities Act as in force at the date of
this Indenture. All accounting terms used and not expressly defined herein shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles,


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* This language to be included if debt securities are guaranteed.
<PAGE>   9
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted at the time of any computation. The words
"herein", "hereof" and "hereunder" and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or other
subdivision. The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.

                  "AUTHENTICATING AGENT" means with respect to any series of
Securities, an authenticating agent appointed by the Trustee with respect to
that series of Securities pursuant to Section 7.14.

                  "AUTHORIZED NEWSPAPER" means a newspaper in an official
language of the country of publication customarily published at least once a
day, and customarily published for at least five days in each calendar week, and
of general circulation in such city or cities as may be provided elsewhere in
this Indenture or specified as contemplated by Section 3.1 with respect to the
Securities of any series the terms of which permit Unregistered Securities or
Coupon Securities. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same or in
different newspapers in the same city meeting the foregoing requirements and in
each case on a Business Day, in such city.

                  "BANKRUPTCY LAW" see Section 6.1.

                  "BOARD OF DIRECTORS" means either the Board of Directors of
the Issuer or any committee of such Board duly authorized to act hereunder.

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

                  "BUSINESS DAY" means with respect to any Security, a day
which, in the city (or in any of the cities, if more than one) in which amounts
are payable as specified in the form of such Security, is neither a legal
holiday nor a day on which banking institutions, including the Trustee, are
authorized or required by law or regulation or executive order to close.

                  "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock.

                  "CAPITALIZED LEASEBACK 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 leaseback transaction involving a Principal Property
discounted to present value at the rate of 9% per annum.

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

                  "COMPONENT CURRENCY" see Section 3.12(i).


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                  "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 generally accepted
accounting principles 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) the investment of the Issuer and its Restricted
         Subsidiaries in any Subsidiary of the Issuer which is not a Restricted
         Subsidiary;

                  (vi) deferred income and deferred liabilities; and

                  (vii) other items deductible under generally accepted
         accounting principles.

                  "CONVERSION DATE" see Section 3.12(e).

                  "CONVERSION RATE" see Section 6.13.

                  "CORPORATE TRUST OFFICE" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, except that, with respect to presentation of Registered Securities
for payment or for registration of transfer and exchange, presentation of
Unregistered Securities for registration and the location of the Securities
Register, such term shall mean such office or the agency of the Trustee
designated for such purpose.

                  "COUPON" means any interest coupon appertaining to any
Security.

                  "COUPON SECURITY" means any Security authenticated and
delivered with one or more Coupons appertaining thereto.

                  "CUSTODIAN" see Section 6.1.

                  "DEPOSITARY" means with respect to any series of Securities
for which the Issuer shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency or any successor registered under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Issuer pursuant to either Section 2.4 or 3.1.

                  "DOLLAR" means the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.


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                  "DOLLAR DETERMINATION AGENT" means the New York clearing house
bank, if any, from time to time selected by the Issuer for purposes of Section
3.12.

                  "DOLLAR EQUIVALENT OF THE CURRENCY UNIT" see Section 3.12(h).

                  "DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" see Section
3.12(g).

                  "EVENT OF DEFAULT" means any event or condition specified as
such in Section 6.1 which shall have continued for the period of time, if any,
therein designated.

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

                  "EXCHANGE RATE OFFICER'S CERTIFICATE" means a telex or a
certificate setting forth (i) the applicable Official Currency Unit Exchange
Rate and (ii) the Dollar or Foreign Currency amounts of principal, premium, if
any, and interest, if any, respectively (on an aggregate basis and on the basis
of a Security having a principal amount of 1,000 in the relevant currency unit),
payable on the basis of such Official Currency Unit Exchange Rate, sent (in the
case of a telex) or signed (in the case of a certificate) by the Treasurer or
any Associate or Assistant Treasurer of the Issuer and delivered to the Trustee.

                  "FAIR VALUE" when used with respect to property, means the
fair value as determined in good faith by the Board of Directors.

                  "FOREIGN CURRENCY" means a currency issued by the government
of or adopted by the government as the legal currency of any country other than
the United States.

                  "FULLY REGISTERED SECURITY" means any Security registered as
to principal and interest, if any.

                  "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.

                  "GLOBAL SECURITY" means, with respect to any series of
Securities, a Security executed by the Issuer and authenticated and delivered by
the Trustee to the Depositary or pursuant to the Depositary's instruction, all
in accordance with this Indenture and pursuant to an Issuer Order, which (i)
shall be registered in the name of the Depositary, or its nominee and (ii) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same issue date, date or dates on which principal is due, and
interest rate or method of determining interest.


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                  "GOVERNMENT OBLIGATIONS" means, with respect to the Securities
of any series, securities which are (i) direct obligations of the government
which issued the currency in which the Securities of such series are denominated
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the government which issued the currency in which
the Securities of such series are denominated the payment of which is
unconditionally guaranteed by such government, and which, in either case, are
full faith and credit obligations of such government and are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of such depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

                  ["GUARANTEES" means the guarantees set forth in Section 16.1
hereof.]*

                  ["GUARANTORS" means _____________________________]*

                  "HOLDER" or "SECURITYHOLDER" means, with respect to a
Registered Security, any person in whose name at the time a particular
Registered Security is registered in the Securities Register; with respect to an
Unregistered Security, the bearer of such Unregistered Security; and, with
respect to a Coupon, the bearer thereof.

                  "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 instrument as originally executed and
delivered or, if amended or supplemented as herein provided, as so amended or
supplemented, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder, regardless of the currency or
currency unit in which such Securities are denominated.

                  "INTEREST" means, when used with respect to any non-interest
bearing Security, interest payable after Maturity.


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* This language to be included if debt securities are guaranteed.





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                  "INTEREST PAYMENT DATE" means the Stated Maturity of an
installment of interest on the Securities of any series.

                  "ISSUER" means Starwood Hotels & Resorts Worldwide, Inc., a
Maryland corporation, and, subject to Article Eleven, its successors and
assigns.

                  "ISSUER ORDER" and "ISSUER REQUEST" mean a written order and a
written request, respectively, signed in the name of the Issuer by the chairman
or any vice chairman or the president or any vice president and by the treasurer
or any associate or assistant treasurer or the secretary or any assistant
secretary of the Issuer and delivered to the Trustee.

                  "MARKET EXCHANGE RATE" see Section 3.12(i).

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

                  "OFFICER" means the chairman, any vice chairman, the
president, any vice president, the treasurer, any associate or assistant
treasurer or the secretary or any assistant Secretary of the Issuer [or of any
of the Guarantors, as the case may be]*.

                  "OFFICERS' CERTIFICATE" means a certificate signed by the
chairman or any vice chairman or the president or any vice president and by the
treasurer or any associate or assistant treasurer or the secretary or any
assistant secretary of the Issuer [or of any of the Guarantors, as the case may
be,]* and delivered to the Trustee. Each such certificate shall include the
statements provided for in Section 13.6 if and to the extent required thereby.

                  "OFFICIAL CURRENCY UNIT EXCHANGE RATE" means, with respect to
any payment to be made hereunder, the exchange rate between the relevant
currency unit and the Dollar calculated by the agency specified pursuant to
Section 3.1 for the Securities of the relevant series, on the second Business
Day (in the city in which such agency has its principal office) immediately
preceding the applicable payment date.

                  "OPINION OF COUNSEL" means an opinion in writing signed by
legal counsel who may be an employee of or counsel to the Issuer or who may be
other counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.6 if and to the extent required thereby.

                  "ORIGINAL ISSUE DATE" of any Security (or portion thereof)
means the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means (i) any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of


----------

* This language to be included if debt securities are guaranteed.




                                      -6-
<PAGE>   14
acceleration of the maturity thereof pursuant to Section 6.1 and (ii) any other
Security deemed an Original Issue Discount Security for United States Federal
income tax purposes.

                  "OUTSTANDING" (except as otherwise provided in Section 7.8),
when used with reference to Securities, shall, subject to the provisions of
Section 8.4, mean, as of any particular time, all Securities authenticated and
delivered by the Trustee under this Indenture, except

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

                  (b) Securities, or portions thereof, for the payment or
redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any Paying Agent (other than the Issuer) or shall
have been set aside, segregated and held in trust by the Issuer for the Holders
of such Securities (if the Issuer shall act as its own Paying Agent); provided
that, if such Securities, or portions thereof, are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as herein
provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and

                  (c) Securities in substitution for which other Securities
shall have been authenticated and delivered, or which shall have been paid,
pursuant to the terms of Section 3.7 (except with respect to any such Security
as to which proof satisfactory to the Trustee is presented that such Security is
held by a person in whose hands such Security is a legal, valid and binding
obligation of the Issuer).

                  In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.1.

                  "OVERDUE RATE" with respect to any series of Securities means
the rate designated as such in or pursuant to the resolution of the Board of
Directors of the Issuer or the supplemental indenture, as the case maybe,
relating to such series as contemplated by Section 3.1.

                  "PAYING AGENT" means any person authorized by the Issuer to
pay the principal of, or premium, if any, or interest, if any, on, any
Securities on behalf of the Issuer.

                  "PERSON" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "PLACE OF PAYMENT", when used with respect to the Securities
of any series, means the place or places where the principal of, premium, if
any, and interest, if any, on, the Securities of such series are payable as
specified pursuant to Section 3.1.


                                      -7-
<PAGE>   15
                  ["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 Agreement of the security interests and benefits
afforded by the Pledge Agreement such that the Senior Credit Agreement 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 Agreement or (iv)
the occurrence of a "Termination Date" (as such term is defined in the Senior
Credit Agreement).]*

                  "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.7 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen 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.

                  "REDEMPTION DATE", when used with respect to any Security to
be redeemed, means that date fixed for such redemption by or pursuant to this
Indenture.

                  "REDEMPTION PRICE", when used with respect to any Security to
be redeemed, means the price, in the Dollars or the Foreign Currency or currency
unit in which such Security is denominated or which is otherwise provided for
pursuant to this Indenture, at which it is to be redeemed pursuant to this
Indenture.

                  "REGISTERED HOLDER" means, with respect to a Registered
Security, the Person in whose name such Security is registered in the Securities
Register.

                  "REGISTERED SECURITY" means any Security registered as to
principal.

                  "REQUIRED CURRENCY" see Section 13.10.

                  "RESPONSIBLE OFFICER" when used with respect to the Trustee
means any officer in the Corporate Trust Office of the Trustee and any other
officer of the Trustee to whom any corporate trust matter is referred because of
his knowledge of and familiarity with the particular subject.


----------

* This language to be included if debt securities are guaranteed.





                                      -8-
<PAGE>   16
                  "RESTRICTED SUBSIDIARY" means any Subsidiary other than an
Unrestricted Subsidiary.

                  "SALE AND LEASEBACK TRANSACTION" see Section 4.7.

                  "SECURITY" or "SECURITIES" (except as otherwise provided in
Section 7.8) has the meaning stated in the recitals of this Indenture and more
particularly shall mean any Registered or Unregistered Securities authenticated
and delivered under this Indenture.

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

                  "SECURITIES REGISTER" and "SECURITIES REGISTRAR" see Section
3.6.

                  ["SENIOR CREDIT AGREEMENT" means the Credit Agreement, dated
as of February 23, 1998, among the Issuer, Starwood Hotels & Resorts, a Maryland
real estate investment trust, SLT Realty Limited Partnership, a Delaware limited
partnership, Sheraton Holding Corporation, a Nevada corporation, certain
additional borrowers, various lenders, Bankers Trust Company and The Chase
Manhattan Bank, as administrative agents, and Lehman Commercial Paper Inc. and
Bank of Montreal, as syndication agents, as such agreement has been or hereafter
may be amended in accordance with its terms.]*

                  ["SHERATON INDENTURE" means the Indenture, dated as of
December 19, 1995, as amended, among Sheraton Holding Corporation, as issuer,
Starwood Hotels & Resorts Worldwide, Inc., as guarantor, and The Bank of New
York, as trustee.]*

                  ["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.]*

                  "SPECIFIED AMOUNT" see Section 3.12(i).

                  "STATED MATURITY", when used with respect to any Security or
any installment of interest thereon, means the date specified in such Security
or the Coupon, if any, representing such installment of interest, as the fixed
date on which the principal of such Security or such installment of interest 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" see Section 11.1(a).


----------

* This language to be included if debt securities are guaranteed.






                                      -9-
<PAGE>   17

                  "TRUSTEE" means the person identified as "Trustee" in the
first paragraph of this Indenture and, subject to the provisions of Article
Seven shall also include any successor trustee. If there shall be more than one
Trustee at any one time, "Trustee" shall mean each such Trustee and shall apply
to each such Trustee only with respect to those series of Securities with
respect to which it is serving as Trustee.

                  "TRUST INDENTURE ACT" (except as otherwise provided in
Sections 10.1 and 10.2) means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, and as in force at the date as of which this
Indenture was originally executed.

                  "UNREGISTERED SECURITY" means any Security that is not
registered as to principal.

                  "UNRESTRICTED SUBSIDIARY" means:

                  (a) 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

                  (b) any Subsidiary designated as an Unrestricted Subsidiary by
the Issuer's Board of Directors.

                  "VALUATION DATE" see Section 3.12(e).

                  "VICE PRESIDENT" means any vice president, whether or not
designated by a number or a word or words added before or after the title of
"vice president".

                  SECTION 1.2. OTHER DEFINED TERMS. Certain other terms are
defined in Article Seven.

                                  ARTICLE II.

                                 SECURITY FORMS

                  SECTION 2.1. FORMS GENERALLY. The Securities of each series,
and the Coupons, if any, to be attached thereto, shall be in substantially the
form as shall be established pursuant to Section 3.1 in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed thereon as the Issuer may deem appropriate and as are not inconsistent
with the provisions of this Indenture or as may be required to comply with any
law or with any rules or regulations made pursuant thereto or with any rules or
regulations of any securities exchange on which any of the Securities may be
listed, or as may, consistently herewith, be determined by the officers
executing such Securities, and Coupons, if any, as evidenced by their execution
of the Securities, and Coupons, if any.

                  The definitive Securities and Coupons, if any, of each series
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 and Coupons, if any, as evidenced by their execution of such
Securities and Coupons, if any, subject, with respect to the Securities of

                                      -10-
<PAGE>   18
any series, to the rules of any securities exchange on which the Securities of
such series are listed.

                  SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
The Trustee's Certificate of Authentication on all Securities shall be in
substantially the following form:

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


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

                                           by
                                              --------------------------------
                                                Authorized Officer

                  SECTION 2.3. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
BY AN AUTHENTICATING AGENT. If at any time there shall be an Authenticating
Agent appointed with respect to any series of Securities, then the Trustee's
Certificate of Authentication by such Authenticating Agent on all Securities of
such series shall be in substantially the following form:

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

                                            by [NAME OF AUTHENTICATING AGENT],
                                            Authenticating Agent

                                           by
                                              --------------------------------
                                                Authorized Officer

                  SECTION 2.4. SECURITIES ISSUABLE IN THE FORM OF A GLOBAL
SECURITY. (a) If the Issuer shall establish pursuant to Section 3.1 that the
Securities of a particular series are to be issued in whole or in part in one or
more Global Securities, then the Issuer shall execute and the Trustee shall, in
accordance with Section 3.3 and the Issuer Order delivered to the Trustee
thereunder, authenticate and deliver a Global Security or Securities which (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the Outstanding Securities of such series to be represented
by such Global Security or Securities, (ii) shall be registered in the name of
the Depositary for such Global Security or Securities or its nominee, (iii)
shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.4 of the Indenture,
this Security may be transferred, in whole but not in part, only to a nominee of
the Depositary, or by a nominee of the Depositary to the Depositary, or to a
successor Depositary or to a nominee of such successor Depositary."

                  (b) Notwithstanding any other provision of this Section 2.4 or
of Section 3.6, the Global Security of a series may be transferred, in whole but
not in part and in the manner provided in Section 3.6, only to a nominee of the
Depositary, for such series or by a nominee of the Depositary to the Depositary
or to a successor Depositary for such series selected or approved by the Issuer
or to a nominee of such successor Depositary.

                                      -11-
<PAGE>   19
                  (c) If at any time the Depositary for a series of Securities
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation and a successor Depositary for such series is not
appointed by the Issuer within 90 days after the Issuer receives such notice or
becomes aware of such condition, as the case may be, this Section 2.4 shall no
longer be applicable to the Securities of such series and the Issuer will
execute, and the Trustee will, in accordance with Section 3.3 and an Issuer
Order delivered to the Trustee, authenticate and deliver, Fully Registered
Securities of such series, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. In addition, the Issuer may at any
time determine that the Securities of any series shall no longer be represented
by a Global Security and that the provisions of this Section 2.4 shall no longer
apply to the Securities of such series. In such event the Issuer will execute
and the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Issuer, will authenticate and deliver Fully Registered
Securities of such series, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. Upon the exchange of the Global
Security for Fully Registered Securities issued in exchange for the Global
Security pursuant to this Section 2.4(c), such (i) Global Security shall be
canceled by the Trustee, and (ii) Fully Registered Securities shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Securities to the
Persons in whose names such Securities are so registered.

                                  ARTICLE III.

                                 THE SECURITIES

                  SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established in or pursuant to the authority
granted in a Board Resolution or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

                  (a) the form of the Securities of any series and the Coupons,
if any, appertaining thereto;

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

                  (c) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 2.4, 3.6, 3.7, 3.10 or 14.3);

                  (d) the date or dates on which such Securities may be issued;

                                      -12-
<PAGE>   20
                  (e) the date or dates, which may be serial, on which the
principal of, and premium, if any, on, the Securities of such series shall be
payable;

                  (f) the rate or rates, or the method of determination thereof,
at which the Securities of such series shall bear interest, if any, the date or
dates from which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable and, in the case of Registered Securities, the
record dates, if other than as set forth in Section 3.8, for the determination
of Holders to whom interest is payable, and whether any special terms and
conditions relating to the payment of additional amounts in respect of payments
on the Securities of such series shall in the event of certain changes in the
United States Federal income tax laws apply to Unregistered Securities of such
series or to Registered Securities of such series;

                  (g) the place or places where the principal of, and premium,
if any, and interest, if any, on Securities of the series shall be payable (if
other than as provided in Section 4.2);

                  (h) the provisions, if any, establishing the price or prices
at which, the period or periods within which and the terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the
option of the Issuer, pursuant to any sinking fund or otherwise, and whether any
special terms and conditions of redemption shall apply to Unregistered
Securities of such series or to Registered Securities of such series;

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

                  (j) if other than denominations of 1,000 and any integral
multiple thereof, in Dollars or the Foreign Currency or currency unit in which
the Securities of such series are denominated, the denominations in which
Securities of such series shall be issuable;

                  (k) if other than the principal amount thereof, the portion of
the principal amount of Securities of such series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.1 or
provable in bankruptcy pursuant to Section 6.2;

                  (l) whether payment of the principal of, premium, if any, and
interest, if any, on the Securities of such series shall be with or without
deduction for taxes, assessments or governmental charges, and with or without
reimbursement of taxes, assessments or governmental charges paid by Holders;

                  (m) any Events of Default with respect to the Securities of
such series, if not set forth herein;

                  (n) if other than the rate of interest stated in the title of
the Securities of such series, the applicable Overdue Rate;

                                      -13-
<PAGE>   21
                  (o) in case the Securities of such series do not bear
interest, the applicable dates for the purpose of clause (a) of Section 5.1;

                  (p) whether the Securities of such series are to be issued as
Registered Securities (with or without Coupons) or Unregistered Securities or
both, and, if Unregistered Securities or Coupon Securities are issued, whether
Unregistered Securities or Coupon Securities of such series may be exchanged for
Registered Securities or Fully Registered Securities of such series and whether
Registered Securities or Fully Registered Securities of such series may be
exchanged for Unregistered Securities of such series and the circumstances under
which and the place or places where any such exchanges, if permitted, may be
made;

                  (q) the currency or currencies, or currency unit or currency
units, whether in Dollars or a Foreign Currency or currency unit, in which the
principal of, and premium, if any, and interest, if any, on the Securities of
such series or any other amounts payable with respect thereto, including,
without limitation, Coupons, are to be denominated, payable, redeemable or
repurchaseable, as the case may be, and whether such principal, premium, if any,
and interest, if any, payable otherwise than in Dollars may, at the option of
the holders of any Security of such series, also be payable in Dollars;

                  (r) if other than as set forth in Section 12.1, provisions for
the satisfaction and discharge of the indebtedness represented by the Securities
of such series;

                  (s) whether the Securities of such series are issuable as a
Global Security and, in such case, the identity of the Depositary for such
series;

                  (t) if the amount of payment of principal of, premium, if any,
or interest on the Securities of such series may be determined with reference to
an index, formula or other method based on a coin, currency, or currency unit
other than that in which the Securities are stated to be payable or otherwise,
the manner in which such amounts shall be determined;

                  (u) any other terms of such series (which terms shall not be
inconsistent with the provisions of this Indenture); and

                  (v) any trustees, authenticating or paying agents, warrant
agents, transfer agents or registrars with respect to the Securities of such
series, and, if the Securities of such series are to be denominated and payable
in any currency other than Dollars, the initial Dollar Determination Agent.

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the authority granted in such resolution of the Board of
Directors or in any such indenture supplemental hereto.

                  SECTION 3.2. FORM AND DENOMINATIONS. In the absence of any
specification pursuant to Section 3.1 with respect to the Securities of any
series, the Securities of such series shall be issuable as Fully Registered
Securities in denominations of $1,000 and any integral multiple thereof, and
shall be payable in Dollars.

                                      -14-
<PAGE>   22
                  SECTION 3.3. AUTHENTICATION, DATING AND DELIVERY OF
SECURITIES. At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver Securities of any series, with
appropriate Coupons, if any, attached thereto, executed by the Issuer to the
Trustee for authentication. Except as otherwise provided in this Article Three,
the Trustee shall thereupon authenticate and deliver, or cause to be
authenticated and delivered, said Securities to or upon Issuer Order, without
any further action by the Issuer. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, prior to the initial
authentication of such Securities, and (subject to Section 7.1) shall be fully
protected in relying upon:

                  (a) a Board Resolution relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such Resolution, in each case
certified by the Secretary or an Assistant Secretary of the Issuer;

                  (b) an executed supplemental indenture, if any, relating
thereto;

                  (c) an Officers' Certificate which shall state that all
conditions precedent provided for in this Indenture relating to the issuance of
such Securities have been complied with, that no Event of Default with respect
to any series of Securities has occurred and is continuing and that the issuance
of such Securities does not constitute and will not result in (i) any Event of
Default or any event or condition, which, upon the giving of notice or the lapse
of time or both, would become an Event of Default or (ii) any default under the
provisions of any other instrument or agreement by which the Issuer is bound;
and

                  (d) an Opinion of Counsel, which shall state:

                  (i) that the form and the terms of such Securities and
         Coupons, if any, have been established by or pursuant to the authority
         granted in a Board Resolution delivered to the Trustee pursuant to
         subparagraph (a) above or by a supplemental indenture delivered to the
         Trustee pursuant to subparagraph (b) above as provided by Section 3.1
         and in accordance with the provisions of this Indenture;

                  (ii) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Issuer in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute
         (together with the Coupons, if any appertaining thereto) valid and
         binding obligations of the Issuer enforceable in accordance with their
         terms, subject to bankruptcy, insolvency, organization and other laws
         of general applicability relating to or affecting the enforcement of
         creditors' rights and to general equity principles;

                  (iii) that the Issuer has the corporate power to issue such
         Securities and Coupons, if any, and has duly taken all necessary
         corporate action with respect to such issuance;

                  (iv) that the issuance of such Securities and Coupons, if any,
         will not contravene the charter or by-laws of the Issuer or result in
         any violation of any of the terms or provisions of any law or
         regulation or of any indenture, mortgage or other agreement known to
         such Counsel by which the Issuer or any of its Subsidiaries is bound;

                                      -15-
<PAGE>   23
                  (v) that all laws and requirements in respect of the execution
         and delivery by the Issuer of the Securities and Coupons, if any, and
         the related supplemental indenture, if any, have been complied with and
         that authentication and delivery of such Securities and Coupons, if
         any, and the execution and delivery of the related supplemental
         indenture, if any, by the Trustee will not violate the terms of the
         Indenture; and

                  (vi) such other matters as the Trustee may reasonably request.

                  Notwithstanding the provisions of Section 3.1 and of this
Section 3.3, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate or
supplemental indenture otherwise required pursuant to Section 3.1 or the Issuer
Order, Officers' Certificate and Opinion of Counsel required pursuant to this
Section 3.3 at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series to be issued;
provided, however, that any subsequent request by the Issuer to the Trustee to
authenticate Securities of such series shall constitute a representation and
warranty by the Issuer that as of the date of such request the statements made
in the Officers' Certificate delivered pursuant to Section 3.3(c) shall be true
and correct on the date thereof as if made on and as of the date thereof.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities together with any Coupons appertaining thereto under
this Section if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken by the Issuer or if the Trustee in good faith
by its board of directors or board of trustees, executive committee, or a trust
committee of directors or trustees and/or responsible officers shall determine
that such action would expose the Trustee to personal liability to existing
Holders.

                  Each Registered Security shall be dated the date of its
authentication.

                  SECTION 3.4. EXECUTION OF SECURITIES AND COUPONS. The
Securities and Coupons, if any, appertaining thereto shall be signed in the name
of and on behalf of the Issuer by both (a) its chairman or any vice chairman or
its president or any vice president and (b) by its treasurer or any associate or
assistant treasurer or its secretary or any assistant secretary, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of such officers. The seal of the Issuer may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced thereon. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security or Coupon that has been duly
authenticated and delivered by the Trustee.

                  In case any officer of the Issuer who shall have signed any of
the Securities or Coupons, if any, shall cease to be such officer before the
Security or Coupons, if any, so signed shall be authenticated (in the case of
the Securities) and delivered by or on behalf of the Trustee or disposed of by
the Issuer, such Securities and Coupons, if any, appertaining thereto
nevertheless may be authenticated (in the case of the Securities) and delivered
or disposed of as though the person who signed such Securities or Coupons, if
any, had not ceased to be such officer of the Issuer; and any Security or
Coupon, if any, may be signed on behalf of the Issuer

                                      -16-
<PAGE>   24
by such persons as, at the actual date of the execution of such Security or
Coupon, if any, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such an
officer.

                  The Trustee shall not authenticate or deliver any Coupon
Security until any matured Coupons appertaining thereto have been detached and
canceled, except as otherwise provided or permitted by this Indenture.

                  SECTION 3.5. CERTIFICATE OF AUTHENTICATION. No Security or
Coupon appertaining thereto shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose, unless there appears on such Security
a certificate of authentication substantially in the form hereinbefore recited,
executed by or on behalf of the Trustee by manual signature. Such certificate by
or on behalf of the Trustee upon any Security executed by the Issuer shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

                  SECTION 3.6. REGISTRATION; REGISTRATION OF TRANSFER AND
EXCHANGE. Subject to the conditions set forth below, Securities of any series
may be exchanged for a like aggregate principal amount of Securities of the same
series of other authorized denominations. Securities to be exchanged shall be
surrendered together, in the case of Coupon Securities, with all unmatured
Coupons and matured Coupons in default appertaining thereto, at the offices or
agencies to be maintained by the Issuer for such purposes as provided in Section
4.2, and the Issuer shall execute and register and the Trustee or any
Authenticating Agent shall authenticate and deliver in exchange therefor the
Security or Securities which the Holder making the exchange shall be entitled to
receive.

                  The Issuer shall keep or cause to be kept, at one of said
offices or agencies, a register for each series of Securities issued hereunder
which may include Registered Securities (hereinafter collectively referred to as
the "Securities Register") in which, subject to such reasonable regulations as
it may prescribe, and subject also to the provisions of Section 2.4, the Issuer
shall provide for the registration of Registered Securities of such series and
shall register the transfer of Registered Securities of such series as in this
Article Three provided. The Securities Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. The Trustee and the Authenticating Agent are hereby appointed "Securities
Registrars" for the purpose of registering Registered Securities and registering
transfers of Registered Securities as herein provided. Subject to the provisions
of Section 2.4, upon due presentment for registration of transfer of any
Security of any series at any such office or agency, the Issuer shall execute
and register and the Trustee or any Authenticating Agent shall authenticate and
deliver in the name of the transferee or transferees a new Registered Security
or Securities of the same series for an equal aggregate principal amount.

                  Subject to the provisions of Section 2.4, at the option of the
Holder thereof, Securities of any series, whether Registered Securities or
Unregistered Securities, which by their terms are registrable as to principal
only or as to principal and interest, may, to the extent and under the
circumstances specified pursuant to Section 3.1, be exchanged for such
Registered Securities with Coupons or Fully Registered Securities of such
series, as may be issued by the terms thereof. Securities of any series, whether
Registered Securities or Unregistered Securities,

                                      -17-
<PAGE>   25
which by their terms provide for the issuance of Unregistered Securities, may
not, except to the extent and under the circumstances specified pursuant to
Section 3.1, be exchanged for Unregistered Securities of such series.
Unregistered Securities of any series issued in exchange for Registered
Securities of such series between the record date for such Registered Securities
and the next Interest Payment Date will be issued without the Coupon relating to
such Interest Payment Date, and Unregistered Securities surrendered in exchange
for Registered Securities between such dates shall be surrendered without the
Coupon relating to such Interest Payment Date.

                  Upon presentation for registration of any Unregistered
Security of any series which by its terms is registrable as to principal, at the
office or agency of the Issuer to be maintained as provided in Section 4.2, such
Security shall be registered as to principal in the name of the Holder thereof,
and such registration shall be noted on such Security. Any Security so
registered shall be transferable on the Securities Register of the Issuer upon
presentation of such Security at such office or agency for similar notation
thereon, but, to the extent permitted by law, such security, may be discharged
from registration by being in a like manner transferred to bearer whereupon
transferability by delivery shall be restored. To the extent permitted by law,
Unregistered Securities shall continue to be subject to successive registrations
and discharges from registration at the option of the Holders thereof.

                  Unregistered Securities and Coupons shall be transferred by
delivery. All Securities presented for registration of transfer or for exchange,
redemption or payment shall (if so required by the Issuer or the Securities
Registrar) be duly endorsed by, or be accompanied by, a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Securities
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing.

                  Each Security issued upon registration of transfer or exchange
of Securities pursuant to this Section 3.6 shall be the valid obligation of the
Issuer, evidencing the same indebtedness and entitled to the same benefits under
this Indenture as the Security or Securities surrendered upon registration of
such transfer or exchange.

                  No service charge shall be made to a Holder for any
registration of transfer or exchange of Securities, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 3.10, 10.6 or 14.3 not
involving any transfer.

                  The Issuer shall not be required (a) to issue, exchange or
register the transfer of any Securities of any series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series and ending at the close of business on
the day of such mailing, or (b) to exchange or register the transfer of any
Securities selected, called or being called for redemption except, in the case
of any Security to be redeemed in part, the portion thereof not to be so
redeemed. None of the Issuer, the Trustee, any Paying Agent or Securities
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global

                                      -18-
<PAGE>   26
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interest.

                  SECTION 3.7. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN
SECURITIES OR COUPONS. In case any temporary or definitive Security shall become
mutilated, defaced or be destroyed, lost or stolen, and in the absence of notice
to the Issuer or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Issuer in the case of a mutilated Security or Coupon
shall, and in the case of a lost, stolen or destroyed Security or Coupon may in
its discretion, execute, and, upon an Issuer Request, the Trustee shall
authenticate and deliver, a new Security with like Coupons, if any, as those
attached to the mutilated, destroyed, lost or stolen Security (so that neither
gain nor loss in interest shall result), of the same series, tenor and principal
amount, and bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding, or a new Coupon, as appropriate, in exchange and
substitution for the mutilated Security or Coupon, or in lieu of and in
substitution for the Security or Coupon so destroyed, lost or stolen, or if any
such Security or Coupon shall have matured or shall be about to mature, instead
of issuing a substituted Security or Coupon, the Issuer may pay or authorize the
payment of the same without surrender thereof (except in the case of a mutilated
Security or Coupon); provided, however, that interest represented by Coupons
shall be payable only upon presentation and surrender of those Coupons at an
office or agency located outside of the United States, unless otherwise provided
pursuant to Section 3.1. In every case the applicant for a substituted Security
or Coupon shall furnish to the Issuer and to the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in every
case of destruction, loss or theft, the applicant shall also furnish to the
Issuer and to the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security or Coupon and of the ownership thereof.

                  Upon the issuance of any substitute Security or Coupon under
this Section 3.7, the Issuer may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
or any Authenticating Agent) connected therewith. In case any Security or Coupon
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may, instead of issuing a substitute Security or Coupon, pay or authorize
the payment of the same (without surrender thereof except in the case of a
mutilated or defaced Security or Coupon), if the applicant for such payment
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to save each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of the
Issuer or the Trustee evidence to their satisfaction of the destruction, loss or
theft of such Security and of the ownership thereof.

                  Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section 3.7 by virtue of the fact that any
such Security is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Security or Coupon shall be at any time enforceable by anyone and shall
be entitled to all the benefits of (but shall be subject to all the limitations
of rights set forth in) this Indenture equally and proportionately with any and
all other Securities and Coupons of such series duly authenticated and delivered
hereunder. All Securities and Coupons shall be held and

                                      -19-
<PAGE>   27
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions of this Section 3.7 are exclusive with respect to the
replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities and Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

                  SECTION 3.8. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
The Holder of any Fully Registered Securities at the close of business on any
record date with respect to any Interest Payment Date shall be entitled to
receive the interest, if any, payable on such Interest Payment Date
notwithstanding the cancellation of such Securities upon any transfer or
exchange subsequent to the record date and prior to such Interest Payment Date
and, if provided for in the Board Resolution pursuant to Section 3.1, in the
case of a Security issued between a record date and the initial Interest Payment
Date relating to such record date, interest for the period beginning on the date
of issue and ending on such initial Interest Payment Date shall be paid to the
person to whom such Security shall have been originally issued. In the case of
Coupon Securities, the Holder of any Coupon shall be entitled to receive the
interest, if any, payable on such Interest Payment Date, upon surrender on such
Interest Payment Date of the Coupon appertaining thereto in respect of such
interest. Except as otherwise specified as contemplated by Section 3.1, for
Fully Registered Securities of a particular series the term "record date" as
used in this Section 3.8 with respect to any Interest Payment Date shall mean
the close of business on the last day of the calendar month preceding such
Interest Payment Date if such Interest Payment Date is the 15th day of a
calendar month and shall mean the close of business on the 15th day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day in The City of New York. At the option of the Issuer, payment of
interest on any Fully Registered Security may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

                  If and to the extent the Issuer shall default in the payment
of the interest due on such Interest Payment Date in respect of any Fully
Registered Securities such defaulted interest shall be paid by the Issuer, at
its election in each case, as provided in clause (a) or (b) below:

                  (a) The Issuer may make payment of any defaulted interest to
the Holder of Fully Registered Securities at the close of business on a
subsequent record date established by notice given by mail, first-class postage
prepaid, by or on behalf of the Issuer to such Holder at his address as it
appears on the Security Register not less than 15 days preceding such subsequent
record date, such record date to be not less than 10 days preceding the date of
payment of such defaulted interest.

                  (b) The Issuer may make payment of any defaulted interest on
the Fully Registered Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of such series 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.

                                      -20-
<PAGE>   28
                  Any defaulted interest payable in respect of a Coupon Security
of any series shall be payable pursuant to such procedures as may be
satisfactory to the Trustee in such manner that there is no discrimination
between the Holders of Fully Registered Securities and Coupon Securities of such
series, and notice of the payment date therefor shall be given by the Trustee,
in the name and at the expense of the Issuer, in the manner provided in Section
13.4.

                  Subject to the foregoing provisions of this Section 3.8, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  SECTION 3.9. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF.
All Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, and all Coupons surrendered for payment or exchange, if surrendered to the
Issuer or any Paying Agent or any Securities Registrar, shall be delivered to
the Trustee for cancellation or, if surrendered to the Trustee, shall be
canceled by it, and no Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall destroy canceled Securities and Coupons held by it and deliver a
certificate of destruction to the Issuer. If the Issuer shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

                  SECTION 3.10. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series in lieu of which they are issued but with
such omissions, insertions and variations as may be appropriate for temporary
securities all as may be determined by the Issuer with the concurrence of the
Trustee. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every temporary Security shall be executed
by the Issuer and be authenticated by the Trustee upon the same conditions and
in substantially the same manner, and with like effect, as the definitive
Securities. Temporary Securities may be issued as Registered Securities or
Unregistered Securities, with or without one or more Coupons attached. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge to a Holder at the Corporate
Trust Office of the Trustee or, in the case of temporary Securities issued in
respect of Unregistered Securities of any series, at the Corporate Trust Office
of the Trustee located in a city specified elsewhere in this Indenture or
pursuant to Section 3.1, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of the same series with appropriate Coupons, if any,
attached. Such exchange shall be made by the Issuer at its own expense and
without any charge therefor to a Holder except that in case of any such exchange
involving any registration of transfer the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the

                                      -21-
<PAGE>   29
same benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

                  SECTION 3.11. COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.1 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.

                  SECTION 3.12. CURRENCY AND MANNER OF PAYMENTS IN RESPECT OF
SECURITIES. (a) With respect to Registered Securities of any series denominated
in Dollars or Foreign Currency and with respect to Registered Securities of any
series denominated in any currency unit with respect to which the Holders of
Securities of such series have not made the election provided for in paragraph
(b) below, the following payment provisions shall apply:

                  (i) Except as provided in subparagraph (a)(ii) or in paragraph
         (e) below, payment of the principal of and premium, if any, on any
         Registered Security will be made at the Place of Payment by delivery of
         a check in the currency or currency unit in which the Security is
         payable on the payment date against surrender of such Registered
         Security, and any interest on any Fully Registered Security will be
         paid at the Place of Payment by mailing a check in the currency or
         currency unit in which such interest is payable to the Person entitled
         thereto at the address of such Person appearing on the Securities
         Register.

                  (ii) Payment of the principal of, premium, if any, and (with
         respect to Fully Registered Securities only) interest on such Security
         may also, subject to applicable laws and regulations, be made at such
         other place or places as may be designated by the Issuer by any
         appropriate method.

                  (b) With respect to Registered Securities of any series
denominated in any Foreign Currency or currency unit, the following payment
provisions shall apply, except as otherwise provided in paragraphs (e) and (f)
below:

                  (i) It may be provided pursuant to Section 3.1 with respect to
         the Securities of such series that Holders shall have the option to
         receive payments of principal of, premium, if any, and (with respect to
         Fully Registered Securities only) interest, if any, on such Securities
         in any of the currencies which may be designated for such election in
         such Securities by delivering to the Trustee a written election, to be
         in form and substance satisfactory to the Trustee, not later than the
         close of business on the record date immediately preceding the
         applicable payment date. Such election will remain in effect for such
         Holder until changed by the Holder by written notice to the Trustee
         (but any such change must be made not later than the close of business
         on the record date immediately preceding the next payment date to be
         effective for the payment to be made on such payment date and no such
         change may be made with respect to payments to be made on any Security
         of such series with respect to which notice of redemption has been
         given by the Issuer pursuant to Article Fourteen). Any Holder of any
         such Security who shall not have delivered any such election to the
         Trustee not later than the close of business on the applicable record
         date will be paid the amount due on the applicable payment date in the
         relevant currency unit as provided in paragraph (a) of this Section

                                      -22-
<PAGE>   30
         3.12. Payment of principal of and premium, if any, shall be made on the
         payment date against surrender of such Security. Payment of principal
         of, premium, if any, and (with respect to Fully Registered Securities
         only) interest, if any, shall be made at the Place of Payment by
         mailing at such location a check, in the applicable currency or
         currency unit, to the Person entitled thereto at the address of such
         Person appearing on the Securities Register.

                  (ii) Payment of the principal of, premium, if any, and (with
         respect to Fully Registered Securities only) interest, if any, on such
         Security may also, subject to applicable laws and regulations, be made
         at such other place or places as may be designated by the Issuer by any
         appropriate method.

                  (c) Payment of the principal of, and premium, if any, on any
Unregistered Security and of interest on any Coupon Security will be made unless
otherwise specified pursuant to Section 3.1 or Section 10.1(f) by a Paying Agent
at such place or places outside the United States as may be designated by the
Issuer pursuant to any applicable laws or regulations by any appropriate method
in the currency or currency unit in which the Security is payable (except as
provided in paragraph (e) below) on the payment date against surrender of the
Unregistered Security, in the case of payment of principal and premium, if any,
or the relevant Coupon, in the case of payment of interest, if any. Except as
provided in paragraph (e) below, payment with respect to Unregistered Securities
and Coupons will be made by check, subject to any limitations on the methods of
effecting such payment as shall be specified in the terms of the Security
established as provided in Section 3.1 and Section 10.1(f) and as shall be
required under applicable laws and regulations.

                  (d) Not later than the fourth Business Day after the record
date for each payment date, the Trustee will deliver to the Issuer a written
notice specifying, in the currency or currency unit in which each series of the
Securities is payable, the respective aggregate amounts of principal of,
premium, if any, and interest, if any, on the Securities to be made on such
payment date, specifying the amounts so payable in respect of Fully Registered
Securities, Registered Securities with Coupons and Unregistered Securities and
in respect of the Registered Securities as to which the Holders of Securities
denominated in any currency unit shall have elected to be paid in another
currency as provided in paragraph (b) above. If the election referred to in
paragraph (b) above has been provided for pursuant to Section 3.1 and if at
least one Holder has made such election, then, not later than the eighth
Business Day following each record date the Issuer will deliver to the Trustee
and each Paying Agent an Exchange Rate Officer's Certificate in respect of the
Dollar or Foreign Currency payments to be made on such payment date. The Dollar
or Foreign Currency amount receivable by Holders of Registered Securities
denominated in a currency unit who have elected payment in such currency as
provided in paragraph (b) above shall be determined by the Issuer on the basis
of the applicable Official Currency Unit Exchange Rate set forth in the
applicable Exchange Rate Officer's Certificate.

                  (e) If a Foreign Currency in which any of the Securities are
denominated or payable ceases to be used both by the government of the country
which issued such currency or adopted such currency as its legal currency and
for the settlement of transactions by public institutions of or within the
international banking community, or if any currency unit in which a Security is
denominated or payable ceases to be used for the purposes for which it was

                                      -23-
<PAGE>   31
established, then with respect to each date for the payment of principal of, or
premium, if any, and interest, if any, on the applicable Securities denominated
or payable in such Foreign Currency or such currency unit occurring after the
last date on which such Foreign Currency or such currency unit was so used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
such payment date. The Dollar amount to be paid by the Issuer to the Paying
Agent and by the Paying Agent to the Holders of such Securities with respect to
such payment date shall be the Dollar Equivalent of the Foreign Currency or, in
the case of a currency unit, the Dollar Equivalent of the Currency Unit as
determined by the Dollar Determination Agent as of the record date, if any, with
respect to any Interest Payment Date or the fifteenth day before the Maturity of
an installment of principal (the "Valuation Date"), in the manner provided in
paragraph (g) or (h) below.

                  (f) If the Holder of a Registered Security denominated in a
currency unit elects payment in a specified Foreign Currency as provided for by
paragraph (b) and such Foreign Currency ceases to be used both by the government
of the country which issued such currency or adopted such currency as its legal
currency and for the settlement of transactions by public institutions of or
within the international banking community, such Holder shall receive payment in
such currency unit, and if such currency unit ceases to be used for the purposes
for which it was established, such Holder shall receive payment in Dollars.

                  (g) The "Dollar Equivalent of the Foreign Currency" shall be
determined by, and shall be set forth in a certificate delivered to the Issuer,
the Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be obtained by converting the specified Foreign
Currency into Dollars at the Market Exchange Rate on the Valuation Date.

                  (h) The "Dollar Equivalent of the Currency Unit" shall be
determined by, and shall be set forth in a certificate delivered to the Issuer,
the Trustee and each Paying Agent of, the Dollar Determination Agent as of each
Valuation Date and shall be the sum obtained by adding together the results
obtained by converting the Specified Amount of each Component Currency into
Dollars at the Market Exchange Rate on the Valuation Date for such Component
Currency.

                  (i) For purposes of this Section 3.12, the following terms
shall have the following meanings:

                  A "Component Currency" shall mean any currency which, on the
Conversion Date, was a component currency of the relevant currency unit.

                  A "Specified Amount" of a Component Currency shall mean the
number of units or fractions thereof which such Component Currency represented
in the relevant currency unit, on the Conversion Date. If after the Conversion
Date the official unit of any Component Currency is altered by way of
combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single currency,
the respective Specified Amounts of such Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the respective
Specified Amounts of such consolidated Component Currencies expressed in such
single currency, and such amount shall thereafter be a

                                      -24-
<PAGE>   32
Specified Amount and such single currency shall thereafter be a Component
Currency. If after the Conversion Date any Component Currency shall be divided
into two or more currencies, the Specified Amount of such Component Currency
shall be replaced by specified amounts of such two or more currencies, the sum
of which, at the Market Exchange Rate of such two or more currencies on the date
of such replacement, shall be equal to the Specified Amount of such former
Component Currency divided by the number of currencies into which such Component
Currency was divided, and such amounts shall thereafter be Specified Amounts and
such currencies shall thereafter be Component Currencies.

                  "Market Exchange Rate" shall mean for any currency the noon
Dollar buying rate for that currency for cable transfers quoted in New York City
on the Valuation Date as certified for customs purposes by the Federal Reserve
Bank of New York. If such rates are not available for any reason with respect to
one or more currencies for which an Exchange Rate is required, the Dollar
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency in question, or such other
quotations as the Dollar Determination Agent shall deem appropriate. Unless
otherwise specified by the Dollar Determination Agent, if there is more than one
market for dealing in any currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency shall be that upon
which a nonresident issuer of securities designated in such currency would
purchase such currency in order to make payments in respect of such securities.

                  All decisions and determinations of the Dollar Determination
Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit and the Market Exchange Rate shall be in its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and irrevocably binding upon the Issuer, the Trustee, any Paying
Agent and all Holders of the Securities and Coupons denominated or payable in
the relevant currency or currency units. In the event that a Foreign Currency
ceases to be used both by the government of the country which issued such
currency or adopted such currency as its legal currency and for the settlement
of transactions by public institutions of or within the international banking
community, the Issuer, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 13.4 to the Holders) specifying the Conversion
Date. In the event a currency unit in which Securities or Coupons are
denominated or payable ceases to be used for the purposes for which it was
established, the Issuer, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 13.4 to the Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date.
In the event of any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above, the Issuer, after learning thereof,
will similarly give notice to the Trustee. The Trustee shall be fully justified
and protected in relying and acting upon information received by it from the
Issuer and the Dollar Determination Agent, if any, and shall not otherwise have
any duty or obligation to determine such information independently.

                  SECTION 3.13. COMPLIANCE WITH CERTAIN LAWS AND REGULATIONS. If
any Unregistered Securities or Coupon Securities are to be issued in any series
of Securities, the

                                      -25-
<PAGE>   33
Issuer will use reasonable efforts to provide for arrangements and procedures
designed pursuant to then applicable laws and regulations, if any, to ensure
that such Unregistered Securities or Coupon Securities are sold or resold,
exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Issuer.

                                   ARTICLE IV.

                             COVENANTS OF THE ISSUER

                  The Issuer covenants and agrees for the benefit of each series
of Securities that on and after the date of execution of this Indenture and,
except as otherwise provided, so long as any of the Securities of such series
remain outstanding, as to which the Issuer remains an obligor:

                  SECTION 4.1. PAYMENT OF SECURITIES. The Issuer will duly and
punctually pay or cause to be paid (in the Dollars or the Foreign Currency or
currency unit in which the Securities of such series and Coupons, if any,
appertaining thereto are payable, except as otherwise specified as contemplated
by Section 3.1 for the Securities of such series and except as provided in
Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture) the principal of, the
premium, if any, and interest, if any, on the Securities of such series at the
place or places, at the respective times and in the manner provided in such
Securities, in any Coupons appertaining thereto, and in this Indenture. Each
installment of interest on the Registered Securities of any series may be paid
by mailing checks for such interest payable to or upon the written order of the
Holders of Registered Securities entitled thereto as they shall appear on the
registry books of the Issuer.

                  The interest on Coupon Securities shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. The interest, if any, on any
temporary Unregistered Security shall be paid, as to any installment of interest
evidenced by a Coupon attached thereto, if any, only upon presentation and
surrender of such Coupon, and, as to other installments of interest, if any,
only upon presentation of such Security for notation thereon of the payment of
such interest.

                  SECTION 4.2. OFFICES OR AGENCY. So long as any of the
Securities remain Outstanding, the Issuer will maintain in the Borough of
Manhattan, The City of New York, New York, an office or agency where Registered
Securities of such series may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities of such series and this Indenture may be served, which office or
agency, unless otherwise set forth in, or pursuant to, a Board Resolution or
supplemental indenture relating to the Securities of such series, shall
initially be the principal corporate trust facility of the Trustee located in
the Borough of Manhattan, The City of New York, New York, and, if the Trustee
shall cease to maintain such corporate trust facility, such office or agency
shall be the principal corporate trust office of the Authenticating Agent
designated pursuant to Section 7.14 hereof. So long as any Coupon Securities or
Unregistered Securities of any series remain Outstanding, the Issuer will
(except as specified pursuant to Section 3.1 or Section 10.1(f)) maintain one or
more offices or agencies outside the United States in such city or cities as may
be specified elsewhere in this Indenture or as contemplated by Section 3.1, with
respect to such series, where Coupons

                                      -26-
<PAGE>   34
appertaining to Securities of such series or Unregistered Securities of such
series may be surrendered or presented for payment, or surrendered for exchange
pursuant to Section 3.6 and where notices and demands to or upon the Issuer in
respect of Coupons appertaining to Securities of such series or the Unregistered
Securities of such series or of this Indenture may be served. The Issuer will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Issuer shall fail to
maintain such required office or agency or shall fail to furnish the Trustee
with the address thereof, presentations, surrenders, notices and demands in
respect of Registered Securities may be made or served at the Corporate Trust
Office of the Trustee and the corporate trust office of any Authenticating Agent
appointed hereunder, and presentations, surrenders, notices and demands in
respect of Coupons appertaining to Securities of any series and Unregistered
Securities may be made or served at the Corporate Trust Office of the Trustee in
the other city or cities referred to above; and the Issuer hereby appoints the
Trustee and any Authenticating Agent appointed hereunder its agents to receive
all such presentations, surrenders, notices and demands. The Issuer agrees to
appoint and continue to maintain the appointment of a Dollar Determination
Agent, if necessary, to perform the functions set forth herein for the Dollar
Determination Agent.

                  The Issuer may also from time to time designate one or more
other offices or agencies (in or outside The City of New York) where the
Securities of such series may be presented or surrendered for any or all of such
purposes, and may from time to time rescind such designation; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain for such purposes an office or agency in the Borough
of Manhattan, The City of New York, and, except as otherwise specified pursuant
to Section 3.1 or Section 10.1(f), so long as any Unregistered Securities or
Coupon Securities remain Outstanding, one or more offices or agencies outside
the United States.

                  SECTION 4.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF
TRUSTEE. The Issuer, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

                  SECTION 4.4. PAYING AGENTS. Whenever the Issuer shall appoint
a Paying Agent other than the Trustee with respect to the Securities of any
series, it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section:

                  (a) that it will hold all sums received by it as such Paying
Agent for the payment of the principal of, and the premium, if any, and
interest, if any, on the Securities of such series (whether such sums have been
paid to it by the Issuer or by any other obligor on the Securities of such
series) in trust for the benefit of the Holders of the Securities of such
series, and the Coupons, if any, appertaining thereto or of the Trustee;

                  (b) that it will give the Trustee notice of any failure by the
Issuer (or by any other obligor on the Securities of such series) to make any
payment of the principal of, or the premium, if any, or interest, if any, on the
Securities of such series when the same shall be due and payable; and

                                      -27-
<PAGE>   35
                  (c) that at any time during the continuance of any such
failure, upon the written request of the Trustee it will forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

                  If the Issuer shall act as its own Paying Agent with respect
to the Securities of any series, it will, on or before each due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
series and the Coupons, if any, appertaining thereto, set aside, segregate and
hold in trust for the benefit of the Holders of the Securities of such series
and the Coupons, if any, appertaining thereto a sum (in the currency or currency
unit in which the Securities of such series are denominated, except as otherwise
specified as contemplated by Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture)
sufficient to pay such principal, premium, if any, or interest, if any, so
becoming due. The Issuer will promptly notify the Trustee of any failure to take
such action.

                  Whenever the Issuer shall have one or more Paying Agents with
respect to the Securities of any series, it will, prior to the due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
series and the Coupons, if any, appertaining thereto, deposit with a designated
Paying Agent a sum (in the currency or currency unit described in the preceding
paragraph) sufficient to pay the principal, premium, if any, or interest, if
any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium, if any, or interest, if any, and
(unless such Paying Agent is the Trustee) the Issuer will promptly notify the
Trustee at its Corporate Trust Office of its failure so to act.

                  Anything in this Section to the contrary notwithstanding, the
Issuer may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Issuer or any Paying Agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

                  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 12.4 and 12.5.

                  SECTION 4.5. 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 11.1); 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 4.6. 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:

                                      -28-
<PAGE>   36
                  (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;

                  (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

                                      -29-
<PAGE>   37
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 Leaseback Obligations of the Issuer and
its Restricted Subsidiaries under the entire unexpired terms of all leases
entered into in connection with sale and leaseback 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 Leaseback Transaction and whether or not
capitalized) shall not be deemed to create a lien. The sale or other transfer of
(a) timber or 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 property of the character commonly referred to as a
"production payment", shall not be deemed to create a lien.

                  SECTION 4.7. SALE AND LEASEBACK TRANSACTIONS. 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 Leaseback Obligation with respect to such
Principal Property under Section 4.6(m) without securing the Securities pursuant
to Section 4.6. 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 4.8. 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 Event of Default and whether or not the signers know of any
Event of Default that occurred during such period. If they do, the certificate
shall describe the Event of 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).

                                      -30-
<PAGE>   38
                  SECTION 4.9. 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 4.10. [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.

                  (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 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 Agreement 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 4.11. 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


----------


* This language to be included if debt securities are guaranteed.

                                      -31-
<PAGE>   39
                  (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
4.6 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 4.7 if at the time such
Unrestricted Subsidiary entered into such lease it was designated as a
Restricted Subsidiary.

                                   ARTICLE V.

        SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE

                  SECTION 5.1. ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES
AND ADDRESSES OF SECURITYHOLDERS. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee for the Securities of each
series a list in such form as the Trustee may reasonably require of the names
and addresses of the Holders of the Registered Securities of each series:

                  (a) semiannually and not more than 15 days after each record
date for the payment of interest, if any, on such Securities of such series, as
of such record date, and on dates to be determined pursuant to Section 3.1 for
non-interest bearing Securities of such series in each year, and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of the Registered Securities of such series, as of the respective record
dates therefor (and on dates to be determined pursuant to Section 3.1 if the
Securities of such series do not bear interest) as of a date not more than 15
days prior to the time such information is furnished and need not include
information received after such date; provided that if and so long as the
Trustee shall be the Securities Registrar for such series, such list shall not
be required to be furnished.

                  The Issuer shall also be required to furnish such information
which is known to it concerning the Holders of Coupons and Unregistered
Securities; provided, however, that the Issuer shall have no obligation to
investigate any matter relating to any Holder of an Unregistered Security or any
Holder of a Coupon.

                  SECTION 5.2. PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS
LISTS. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 5.1, (2) maintained by the Trustee in its capacity as
Paying Agent for such series (if so acting) and of the Security Registrar for
such series, and (3) filed with it within two preceding years pursuant to the
provisions of paragraph (ii) of subsection (c) of Section 5.4.

                  The Trustee for any series of the Securities may (1) destroy
any list furnished to it as provided in Section 5.1 upon receipt of a new list
so furnished, (2) destroy any information received by it as Paying Agent for
such series (if so acting) hereunder upon delivery to itself as

                                      -32-
<PAGE>   40
Trustee of a list containing the names and addresses of the Holders of
Securities of such series obtained from such information since the delivery of
the next previous list, if any, (3) destroy any list delivered to itself as
Trustee which was compiled from information received by it as Paying Agent (if
so acting) upon the receipt of a new list so delivered, and (4) destroy any
information filed with it by Holders of Securities of such series for the
purpose of receiving reports pursuant to the provisions of paragraph (ii) of
subsection (c) of Section 5.4, but not until two years after such information
has been filed with it.

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

                  (i) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 5.2; or

                  (ii) inform such applicants as to the approximate number of
         Holders of Securities of such series or all Securities, as the case may
         be, whose names and addresses appear in the information preserved at
         the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 5.2, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.

                  If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder of Securities of such series or all Holders of
Securities of all series for which it is Trustee, as the case may be, whose name
and address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 5.2 a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Securities of such series or all Holders of Securities of all series for
which it is Trustee, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met, and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such

                                      -33-
<PAGE>   41
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

                  (c) Each and every Holder of Securities, by receiving and
holding the same, agrees with the Issuer [, each of the Guarantors]* and the
Trustee that neither the Issuer [nor any of the Guarantors]* nor the Trustee nor
any Paying Agent shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders of Securities in
accordance with the provisions of subsection (b) of this Section 5.2, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under such subsection (b).

                  SECTION 5.3. REPORTS BY THE ISSUER. The Issuer covenants:

                  (a) to file with the Trustee for each series of Securities,
within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Issuer may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Issuer is not required to file
information, documents, or reports pursuant to either of such Sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents, and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national exchange as may be prescribed from time to
time in such rules and regulations;

                  (b) to file with the Trustee for each series of Securities and
the Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents, and reports with
respect to compliance by the Issuer with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations; and

                  (c) to transmit by mail to the Holders of Securities in the
manner and to the extent provided in Section 5.4(c) and (d), within 30 days
after the filing thereof with the Trustee for each series of Securities, such
summaries of any information, documents and reports required to be filed by the
Issuer pursuant to subsections (a) and (b) of this Section as may be required to
be transmitted to such Holders by rules and regulations prescribed from time to
time by the Commission.

                  SECTION 5.4. REPORTS BY THE TRUSTEE. (a) On or before July 15
in each year following the date hereof, so long as any Securities are
outstanding hereunder, the Trustee for each series of Securities shall transmit
by mail as provided below to the Securityholders of such series, as hereinafter
in this Section provided, a brief report dated as of the preceding May 15 with
respect to any of the following events which may have occurred during the twelve
months


----------


* This language to be included if debt securities are guaranteed.

                                      -34-
<PAGE>   42
preceding the date of such report (but if no such event has occurred within such
period, no report need be transmitted):

                  (i) any change to its eligibility under Section 7.9 and its
         qualifications under Section 7.8;

                  (ii) the creation of or any material change to a relationship
         specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
         Indenture Act;

                  (iii) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Securities of any series,
         on any property or funds held or collected by it as Trustee, except
         that the Trustee shall not be required (but may elect) to report such
         advances if such advances so remaining unpaid aggregate not more than
         1/2 of 1% of the principal amount of the Securities of any series
         Outstanding on the date of such report;

                  (iv) any change to the amount, interest rate, and maturity
         date of all other indebtedness owing by the Issuer (or by any other
         obligor on the Securities of any series) to the Trustee in its
         individual capacity on the date of such report, with a brief
         description of any property held as collateral security therefor,
         except any indebtedness based upon a creditor relationship arising in
         any manner described in Section 7.13(b)(2), (3), (4) or (6);

                  (v) any change to the property and funds, if any, physically
         in the possession of the Trustee (as such) on the date of such report;

                  (vi) any additional issue of Securities of any series for
         which it is Trustee which the Trustee has not previously reported; and

                  (vii) any action taken by the Trustee in the performance of
         its duties under this Indenture which it has not previously reported
         and which in its opinion materially affects the Securities of any
         series, except action in respect of a default, notice of which has been
         or is to be withheld by it in accordance with the provisions of Section
         6.11.

                  (b) The Trustee for each series of Securities shall transmit
to the Securityholders of such series, as provided in subsection (c) of this
Section, a brief report with respect to the character and amount of any advances
(and if the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee, as such, since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section (or if
no such report has yet been so transmitted, since the date of this Indenture)
for the reimbursement of which it claims or may claim a lien or charge prior to
that of the Securities of any series on property or funds held or collected by
it as Trustee and which it has not previously reported pursuant to this
subsection (b), except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate 10%
or less of the principal amount of Securities of such series Outstanding at such
time, such report to be transmitted within 90 days after such time.

                                      -35-
<PAGE>   43
                  (c) Reports pursuant to this Section shall be transmitted by
mail:

                  (i) to all registered Holders of Registered Securities, as the
         names and addresses of such Holders appear in the applicable Securities
         Register;

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

                  (iii) except in the cases of reports pursuant to subsection
         (b) of this Section 5.4, to each Holder of a Security of any series
         whose name and address is preserved at the time by the Trustee for such
         series, as provided in subsection (a) of Section 5.2.

                  (d) A copy of each such report shall, at the time of such
transmission to Securityholders of any series, be furnished to the Issuer and be
filed by the Trustee for such series with each stock exchange upon which the
Securities of any series are listed and also with the Commission. The Issuer
agrees to notify the Trustee for each series when and as the Securities of such
series become admitted to trading on any national securities exchange.

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

                  SECTION 6.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF
MATURITY; WAIVER OF DEFAULT. "Event of Default", with respect to the Securities
of any series, wherever used herein, means each one of the following events
which shall have occurred and be continuing (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is either inapplicable to a particular series or is
specifically deleted or modified in the applicable Board Resolution or in the
supplemental indenture under which such series of Securities is issued, as the
case may be, as contemplated by Section 3.1:

                  (a) the Issuer defaults in any payment of the principal of or
premium, if any, on such series when it becomes due and payable;

                  (b) the Issuer defaults in the payment of any installment of
interest upon any of the Securities of such series as and when the same becomes
due and payable, and such default continues for a period of 30 days;

                  (c) the Issuer defaults in the deposit of any sinking fund
payment when and as due and payable by the terms of the Securities of such
series;

                  (d) 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 (a) or (b) above) and such failure continues for 60 days
after the notice specified below;

                                      -36-
<PAGE>   44
                  (e) 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;

                  (f) 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:

                  (i) commences a voluntary case;

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

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

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

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

                  (i) 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;

                  (ii) 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;

                  (iii) 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; or

                  (h) any other Event of Default established by or pursuant to a
Board Resolution or one or more indentures supplemental hereto as applicable to
the Securities of such series.


---------
* This language to be included if debt securities are guaranteed.


                                      -37-
<PAGE>   45
                  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, unless such event is either inapplicable to a particular
series or is specifically deleted or modified in the applicable Board Resolution
or in the supplemental indenture under which such series of Securities is
issued, as the case may be, as contemplated by Section 3.1.

                  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.

                  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.

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

                  If an Event of Default described in clause (a), (b), (c), (d)
or (h) above (if the Event of Default under clause (d) or (h) is with respect to
less than all series of Securities then Outstanding) occurs and is continuing,
then and in each and every such case, unless the principal of all of the
Securities of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding hereunder (each such series voting as
a separate class), by notice in writing to the Issuer (and to the Trustee if
given by Securityholders), may declare the entire principal (or, if the
Securities of such series are Original Issue Discount Securities, such portion
of the principal as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clause (d),
(e), (f), (g) or (h) above (if the Event of Default under clause (d) or (h) is
with respect to all series of Securities then Outstanding) occurs and is
continuing, then and in each and every such case, unless the principal of all
the Securities shall have already become due and payable, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of all the
Securities then Outstanding hereunder (treated as one class), by notice in
writing to the Issuer (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if any Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms
thereof) of all the Securities then Outstanding and the interest accrued
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that, if, at any time after the principal (or, if the Securities are
Original Issue Discount Securities, such portion

                                      -38-
<PAGE>   46
of the principal as may be specified in the terms thereof) of the Securities of
any series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay in
the currency or currency unit in which the Securities of such series are payable
(except as otherwise specified as contemplated by Section 3.1 for the Securities
of such series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f)
of this Indenture), all matured installments of interest, if any, upon all the
Securities of such series (or upon all the Securities, as the case may be) and
(in the currency or currency unit described above) the principal of (and
premium, if any, on) any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the Overdue Rate applicable to such series
to the date of such payment or deposit) and in Dollars all amounts payable to
the Trustee pursuant to the provisions of Section 7.6 and such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under this Indenture, other than the nonpayment
of the principal of and accrued interest on Securities of such series which
shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein--then and in every such case the Holders
of a majority in aggregate principal amount of the Securities of such series
(each Series voting as a separate class) or of all the Securities (voting as a
single class), as the case may be, then Outstanding, by written notice to the
Issuer and to the Trustee, may waive all defaults with respect to that series
(or with respect to all the Securities, as the case may be) and rescind and
annul such declaration and its consequences, but no such waiver or rescission
and annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon.

                  In case the Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer and the Trustee shall continue as though no such proceedings had been
taken.

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

                  SECTION 6.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE
MAY PROVE DEBT. The Issuer covenants that (a) in case default shall be made in
the payment of any installment of

                                      -39-
<PAGE>   47
interest on any of the Securities of any series when such interest shall have
become due and payable, and such default shall have continued for a period of 30
days or (b) in case default shall be made in the payment of all or any part of
the principal of or any premium, if any, on any Securities of any series when
the same shall have become due and payable, whether upon Maturity of the
Securities of such series or upon any redemption or by declaration or otherwise
or (c) in case of default in the making or satisfaction of any sinking fund
payment or analogous obligation when the same becomes due by the terms of the
Securities of any series--then upon demand of the Trustee for such series, the
Issuer will pay to the Trustee for the benefit of the Holder of any such
Security (or Holders of any such series of Securities in the case of clause (c)
above) and the Holders of any Coupons appertaining thereto the whole amount that
then shall have become due and payable on any such Security (or Securities of
any such series in the case of clause (c) above) and matured Coupons, if any,
appertaining thereto for the principal, premium, if any, and interest, if any,
with interest upon the overdue principal and premium, if any, and, so far as
payment of the same is enforceable under applicable law, on overdue installments
of interest, at the Overdue Rate applicable to any such Security (or Securities
of any such series in the case of clause (c)); and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection and any further amounts payable to the Trustee pursuant to the
provisions of Section 7.6.

                  In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any action or proceedings at
law or in equity for the collection of the sums so due and unpaid and may
prosecute any such action or proceedings to judgment or final decree and may
enforce any such judgment or final decree against the Issuer or other obligor
upon such Securities (or Securities of any such series in the case of clause
(c)) and Coupons and collect in the manner provided by law out of the property
of the Issuer or other obligor upon such Securities (or Securities of any such
series in the case of clause (c)) and Coupons, wherever situated, the moneys
adjudged or decreed to be payable.

                  The Trustee for any series of the Securities shall be entitled
and empowered, either in its own name as trustee of an express trust, or as
attorney-in-fact for the Holders of any of the Securities of such series and for
the Holders of any Coupons appertaining thereto or in both such capacities, to
file such proof of debt, amendment of proof of debt, claim, petition or other
document as may be necessary or advisable in order to have the claims of the
Trustee and of the Holders of Securities of such series and the Holders of any
Coupons appertaining thereto allowed in any equity receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or other similar
proceedings, or any judicial proceedings, relative to the Issuer or any other
obligor on the Securities of such series and any Coupons appertaining thereto or
its creditors or its property. The Trustee for each series of the Securities is
hereby irrevocably appointed (and the successive respective Holders of the
Securities of such series and the Holders of any Coupons appertaining thereto,
by taking and holding the same, shall be conclusively deemed to have so
appointed the Trustee) the true and lawful attorney-in-fact of the respective
Holders of the Securities of such series and the Holders of any Coupons
appertaining thereto, with authority to make or file in the respective names of
the Holders of the Securities of such series and the Holders of any Coupons
appertaining thereto or on behalf of all the Holders of Securities of all series
and the Holders of any Coupons appertaining thereto for which it is Trustee any
proof of debt, amendment of proof of debt, claim, petition or other document in
any

                                      -40-
<PAGE>   48
such proceedings and to receive payment of any sums becoming distributable on
account thereof, and to execute any other papers and documents and do and
perform any and all acts and things for and on behalf of such Holders of the
Securities of such series and the Holders of any Coupons appertaining thereto,
as may be necessary or advisable in the opinion of the Trustee in order to have
the respective claims of the Holders of the Securities of such series and the
Holders of any Coupons appertaining thereto against the Issuer or any other
obligor on the Securities of such series and any Coupons appertaining thereto
and/or its property allowed in any such proceedings, and to receive payment of
or on account of such claims in moneys or such other properties payable therefor
and to distribute the same; provided, however, that nothing herein contained
shall be deemed to authorize or empower the Trustee to consent to or accept or
adopt, on behalf of any Holder of Securities of any series or any Holder of any
Coupons appertaining thereto, any plan of reorganization, arrangement or
readjustment of the Issuer or any other obligor on the Securities of any series
and any Coupons appertaining thereto or, by other action of any character in any
such proceeding, to waive or change in any way any right of any Holder of any
Security of any series or any Holder of any Coupon appertaining thereto even
though it may otherwise be entitled so to do under any present or future law,
all such power or authorization being thereby expressly denied.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Securities of any series or Coupons appertaining
thereto, may be enforced by the Trustee for such series without the possession
of any of the Securities of any series or Coupons appertaining thereto, or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Trustee for
such series, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the holders of the Securities or Coupons in
respect of which such action was taken.

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

                  SECTION 6.3. APPLICATION OF PROCEEDS. Any moneys collected by
the Trustee pursuant to this Article in respect of any series of the Securities,
together with any other sums held by the Trustee (as such) hereunder (other than
sums held in trust for the benefit of the Holders of particular Securities or
Coupons), shall be applied in the following order at the date or dates fixed by
the Trustee and, in case of the distribution of such moneys on account of
principal or interest, upon presentation (except in respect of Subdivision First
below) of the several Securities and any Coupons appertaining thereto in respect
of which moneys have been collected and stamping (or otherwise noting) thereon
the payment, or issuing Securities of such series in reduced principal amounts
in exchange for the presented Securities of like series if only partially paid,
or upon surrender thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
series in respect of which moneys have been collected, including reasonable
compensation to the Trustee and

                                      -41-
<PAGE>   49
each predecessor Trustee and their respective agents and attorneys, and of all
expenses and liabilities incurred, and all advances made, by the Trustee and
each predecessor Trustee, except as a result of negligence or bad faith, and all
other amounts due to the Trustee or any predecessor Trustee pursuant to Section
7.6;

                  SECOND: In case the principal of the Securities of such series
in respect of which moneys have been collected shall not have become and be then
due and payable, to the payment of interest on the Securities of such series in
default in the order of the maturity of the installments of such interest, with
interest (to the extent that such interest has been collected by the Trustee),
so far as it may be enforceable under applicable law, upon the overdue
installments of interest at the Overdue Rate applicable to such series, such
payments to be made ratably to the persons entitled thereto, without
discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
in respect of which moneys have been collected shall become and shall be then
due and payable, to the payment of the whole amount then owing and unpaid upon
all the Securities of such series for principal, premium, if any, and interest,
if any, with interest upon the overdue principal, and (to the extent that such
interest has been collected by the Trustee), so far as payment of the same is
enforceable under applicable law, upon overdue installments of interest, if any,
at the Overdue Rate applicable to such series; and, in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon the
Securities of such series, then to the payment of such principal, premium, if
any, and interest, if any, without preference or priority, of principal and
premium, if any, over interest, or of interest, if any, over principal and
premium, if any, or of any installment of interest, if any, over any other
installment of interest, if any, or of any Security of such series over any
other Security of such series, or of any Coupon appertaining thereto over any
other Coupon appertaining thereto, ratably to the aggregate of such principal
premium, if any, and accrued and unpaid interest, if any; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
or any other person lawfully entitled thereto or as a court of competent
jurisdiction may direct.

                  SECTION 6.4. SUITS FOR ENFORCEMENT. In case an Event of
Default with respect to Securities of any series has occurred, has not been
waived and is continuing, the Trustee for such series may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

                  SECTION 6.5. RESTORATION OF RIGHTS ON ABANDONMENT OF
PROCEEDINGS. In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
for any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Issuer [, each of the Guarantors]* and the Trustee shall
be restored respectively to their former positions and rights hereunder, and all


---------
* This language to be included if debt securities are guaranteed.


                                      -42-
<PAGE>   50
rights, remedies and powers of the Issuer, [, each of the Guarantors]* the
Trustee and the Securityholders shall continue as though no such proceedings had
been taken.

                  SECTION 6.6. LIMITATIONS ON SUITS BY SECURITYHOLDERS. No
Holder of any Security of any series or Holder of any Coupon appertaining
thereto shall have any right by virtue or by availing of any provision of this
Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee for such series written notice of default with respect
to such series and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee for such series to institute such action or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee pursuant to Section 6.9; it
being understood and intended, and being expressly covenanted by the taker and
Holder of every Security and by the taker and Holder of any Coupon appertaining
thereto with every other taker and Holder of any Security and of any Coupon
appertaining thereto and the Trustee for the Securities of each series that no
one or more Holders of Securities of any series or of any Coupons appertaining
thereto shall have any right in any manner whatever by virtue or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of
any other Holder of Securities of such series or of any Coupons appertaining
thereto, or to obtain or seek to obtain priority over or preference to any other
such Holder or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders of
Securities of such series or of any Coupons appertaining thereto. For the
protection and enforcement of the provisions of this Section, each and every
Holder of Securities of any series or of any Coupons appertaining thereto and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

                  SECTION 6.7. UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO
INSTITUTE CERTAIN SUITS. Nothing contained in this Indenture, in the Securities
of any series or in any Coupon appertaining thereto shall affect or impair the
obligation of the Issuer, which is unconditional and absolute, to pay the
principal of, and premium, if any, and interest, if any, on the Securities of
such series at the respective places, at the respective times, at the respective
rates, in the respective amounts and in the coin, currency, or currency unit
therein and herein prescribed, or affect the right of any Holder of a Security
of any series or a Coupon to receive payment of the principal of (or premium, if
any) or interest, if any, on any such Security or Coupon on or after the
Maturity of such Security or the related Interest Payment Date, or affect or
impair the right of action, which is also absolute and unconditional, of any
Holder of any Security or Coupon, if any, to institute suit to enforce such
payment at the respective due dates expressed in such Security or Coupon, if
any, or upon redemption, by declaration, repayment or otherwise as herein
provided without reference to, or the consent of, the Trustee or the Holder of
any other Security or Coupon, if any, unless such Holder consents thereto.


---------
* This language to be included if debt securities are guaranteed.


                                      -43-
<PAGE>   51
                  SECTION 6.8. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION
NOT WAIVER OF EVENT OF DEFAULT. Except as provided in Section 6.6, no right or
remedy herein conferred upon or reserved to the Trustee for any series of the
Securities or to the Holder of any Security of such series or any Coupon
appertaining thereto is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  No delay or omission of the Trustee or of any Holder of any
Security of any series or any Coupon appertaining thereto to exercise any right
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 6.6, every power and remedy given by this Indenture or by law to the
Trustee for any series of the Securities or to the Holder of the Security of
such series or any Coupon appertaining thereto may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the Holder
of such Security or any Coupon appertaining thereto.

                  SECTION 6.9. CONTROL BY THE HOLDERS OF SECURITIES. The Holders
of a majority in aggregate principal amount of the Securities of each series
affected (with each series voting as a separate class) at the time Outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee for such series, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture and provided further that (subject to the provisions of Section 7.1)
the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, shall determine that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors, the executive committee or a trust committee of directors or
responsible officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forbearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all series so affected not joining in
the giving of said direction, it being understood that (subject to Section 7.1)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

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

                  SECTION 6.10. WAIVER OF PAST DEFAULTS. Prior to the
declaration of the acceleration of the maturity of the Securities of any series
as provided in Section 6.1, the Holders of a majority in aggregate principal
amount of the Securities of such series at the time Outstanding may on behalf of
the Holders of all the Securities of such series waive any past default or Event
of Default described in clauses (d) and (h) of Section 6.1 which relates to less
than all series of Securities then Outstanding, the Holders of a majority in
aggregate principal

                                      -44-
<PAGE>   52
amount of the Securities then Outstanding affected thereby (each series voting
as a separate class) may waive any such default or Event of Default or, in the
case of an event specified in clause (d) or (h) (if the Event of Default under
clause (d) or (h) relates to all series of Securities then Outstanding), (e),
(f) or (g) of Section 6.1, the Holders of a majority in aggregate principal
amount of all the Securities then Outstanding (voting as one class) may waive
any such default or Event of Default and its consequences, except a default in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Security affected. In the case of any
such waiver, the Issuer, [, each of the Guarantors]* the Trustee and the Holders
of the Securities of such series shall be restored to their former positions and
rights hereunder, respectively, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

                  SECTION 6.11. TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall transmit to the
Securityholders of any series, as the names and addresses of such Holders appear
on the registry books, and to such Holders of Securities of any series and of
Coupons as have, within two years preceding such notice, filed their names and
addresses with the Trustee for that purpose, notice by mail of all defaults
known to the Trustee which have occurred with respect to such series, such
notice to be transmitted within 90 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section being hereby defined to
mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or trustees and/or responsible officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series and of Coupons, if any, appertaining thereto.

                  SECTION 6.12. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING
TO PAY COSTS. All parties to this Indenture agree, and each Holder of any
Security and each Holder of any Coupon by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for the Securities of any series for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the Trustee
for the Securities of any series, to any suit instituted by any Securityholder
or group of Securityholders of any series holding in the aggregate more than 10%
in aggregate principal amount of the Securities of such series Outstanding or,
in the case of any suit relating to or arising under clause (d) or (h) of
Section 6.1 (if the suit relates to Securities of more than one but less than
all series), 10% in aggregate


---------
* This language to be included if debt securities are guaranteed.


                                      -45-
<PAGE>   53
principal amount of Securities Outstanding affected thereby or, in the case of
any suit relating to or arising under clause (d), (h) (if the suit under clause
(d) or (h) relates to all the Securities then Outstanding), (e), (f) or (g) of
Section 6.1, 10% in aggregate principal amount of all Securities Outstanding or
to any suit instituted by any Holder of Securities or Coupons for the
enforcement of the payment of the principal of, premium, if any, or interest, if
any, on any Security or Coupon on or after the due date expressed in such
Security or Coupon.

                  SECTION 6.13. JUDGMENT CURRENCY. If, for the purpose of
obtaining a judgment in any court with respect to any obligation of the Issuer
hereunder or under any Security or Coupon, it shall become necessary to convert
into any other currency or currency unit any amount in the currency or currency
unit due hereunder or under such Security or Coupon, then such conversion shall
be made at the Conversion Rate as in effect on the date the Issuer shall make
payment to any person in satisfaction of such judgment. If, pursuant to any such
judgment, conversion shall be made on a date other than the date payment is made
and there shall occur a change between such Conversion Rate and the Conversion
Rate as in effect on the date of payment, the Issuer agrees to pay such
additional amounts (if any) as may be necessary to ensure that the amount paid
is the amount in such other currency or currency unit which, when converted at
the Conversion Rate as in effect on the date of payment or distribution, is the
amount then due hereunder or under such Security or Coupon. Any amount due from
the Issuer under this Section 6.13 shall be due as a separate debt and is not to
be affected by or merged into any judgment being obtained for any other sums due
hereunder or in respect of any Security or Coupon. In no event, however, shall
the Issuer be required to pay more in the currency or currency unit due
hereunder or under such Security or Coupon at the Conversion Rate as in effect
when payment is made than the amount of currency or currency unit stated to be
due hereunder or under such Security or Coupon so that in any event the Issuer's
obligations hereunder or under such Security or Coupon will be effectively
maintained as obligations in such currency or currency unit.

                  For purposes of this Section 6.13, "Conversion Rate" shall
mean the spot rate at which in accordance with normal banking procedures the
currency or currency unit into which an amount due hereunder or under any
Security or Coupon is to be converted could be purchased with the currency or
currency unit due hereunder or under any Security or Coupon from major banks
located in New York, London, or any other principal market for such purchased
currency or currency unit.

                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

                  SECTION 7.1. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE;
DURING DEFAULT; PRIOR TO DEFAULT. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of that series and after the curing or
waiving of all Events of Default which may have occurred with respect to such
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived) the Trustee as to that series shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their

                                      -46-
<PAGE>   54
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

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

                  (a) prior to the occurrence of an Event of Default with
respect to the Securities of such series and after the curing or waiving of all
such Events of Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
         the Securities of any series shall be determined solely by the express
         provisions of this Indenture, and the Trustee shall not be liable
         except for the performance of such duties and obligations as are
         specifically set forth in this Indenture, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

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

                  (b) the Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer or responsible officers of the
Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

                  (c) the Trustee shall not be liable for any determination,
action or judgment of any Dollar Determination Agent or any other agent
appointed by the Issuer pursuant to this Indenture; and

                  (d) the Trustee for the Securities of any series shall not be
liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Holders of Securities of such
series pursuant to Section 6.9 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect
to the Securities of such series.

                  None of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there shall be reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

                  SECTION 7.2. CERTAIN RIGHTS OF THE TRUSTEE. Subject to Section
7.1:

                                      -47-
<PAGE>   55
                  (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of a Dollar Determination Agent or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture, note, coupon,
security or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                  (b) any request, direction, order or demand of the Issuer
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee by
a copy thereof certified by the Secretary or any Assistant Secretary of the
Issuer;

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

                  (d) the Trustee for Securities of any series shall be under no
obligation to exercise any of the trusts or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders of
such series pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

                  (f) prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, 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, appraisal, bond, debenture, note, coupon,
security or other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then Outstanding; provided that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition to
proceeding; the reasonable expenses of every such investigation shall be paid by
the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be
repaid by the Issuer upon demand; and

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

                                      -48-
<PAGE>   56
                  SECTION 7.3. TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION
OF SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein
and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities or Coupons. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

                  SECTION 7.4. TRUSTEE AND AGENTS MAY HOLD SECURITIES;
COLLECTIONS, ETC. The Trustee, any Paying Agent, any Securities Registrar or any
agent of the Issuer or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities or Coupons with the same rights it
would have if it were not the Trustee or such agent and, subject to Sections 7.8
and 7.13, if operative, may otherwise deal with the Issuer and receive, collect,
hold and retain collections from the Issuer with the same rights it would have
if it were not the Trustee, Paying Agent, Securities Registrar or such agent.

                  SECTION 7.5. MONEYS HELD BY TRUSTEE. Subject to the provisions
of Section 4.4 hereof, all moneys in any currency or currency unit received by
the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by mandatory provisions of law. The
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed with the Issuer.

                  SECTION 7.6. COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND
ITS PRIOR CLAIM. The Issuer covenants and agrees to pay to the Trustee for the
Securities of each series from time to time, and the Trustee shall be entitled
to, reasonable compensation in Dollars (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee in Dollars for the Securities of each series upon its
request for all reasonable expenses, disbursements and advances incurred or made
by or on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Issuer also covenants to indemnify in Dollars the Trustee and
each predecessor Trustee for the Securities of each series for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and the performance of
its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim of liability in the premises. The obligations
of the Issuer under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. Such additional indebtedness shall be a claim prior
to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the Holders of
particular Securities, and the Securities are hereby subordinated to such senior
claim.

                                      -49-
<PAGE>   57
                  SECTION 7.7. RIGHT OF TRUSTEE TO RELY ON OFFICERS'
CERTIFICATE, ETC. Subject to Sections 7.1 and 7.2, whenever in the
administration of the trusts of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

                  SECTION 7.8. QUALIFICATION OF TRUSTEE; CONFLICTING INTERESTS.
The Trustee for the Securities of any series issued hereunder shall be subject
to the provisions of Section 310(b) of the Trust Indenture Act during the period
of time provided for therein. In determining whether the Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series. Nothing herein shall prevent the Trustee from filing
with the Commission the application referred to in the second-to-last paragraph
of Section 310(b) of the Trust Indenture Act.

                  SECTION 7.9. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE.
There shall at all times be a Trustee for each series of Securities hereunder,
which shall at all times be either:

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

                  (b) a corporation or other Person organized and doing business
under the laws of a foreign government that is permitted to act as Trustee
pursuant to a rule, regulation or order of the Commission, authorized under such
laws to exercise corporate trust powers and is subject to supervision or
examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees, in either case having a combined capital
and surplus of at least $10,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee for the Securities of
any series shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10. Neither the Issuer nor any person directly or
indirectly controlling, controlled by or under common control with the Issuer
shall serve as trustee for the Securities of any series issued hereunder.

                  SECTION 7.10. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter
appointed, for the Securities of any series may at any time resign with respect
to one or more or all series of Securities by giving written notice of
resignation to the Issuer and by mailing notice thereof by first-class mail to
Holders of

                                      -50-
<PAGE>   58
the applicable series of Securities at their last addresses as they shall appear
on the Security Register. Upon receiving such notice of resignation, the Issuer
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument in duplicate, executed by authority of
the Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee or trustees. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.12,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                  (b) In case at any time any of the following shall occur:

                  (i) the Trustee for the Securities of any series shall fail to
         comply with the provisions of Section 7.8 with respect to any series of
         Securities after written request therefor by the Issuer or by any
         Securityholder who has been a bona fide Holder of a Security or
         Securities of such series for at least six months;

                  (ii) the Trustee for the Securities of any series shall cease
         to be eligible in accordance with the provisions of Section 7.9 and
         shall fail to resign after written request therefor by the Issuer or by
         any Securityholder of such series; or

                  (iii) the Trustee for the Securities of any series shall
         become incapable of acting with respect to any series of Securities, or
         shall be adjudged a bankrupt or insolvent, or a receiver or liquidator
         of the Trustee or of its property shall be appointed, or any public
         officer shall take charge or control of the Trustee or of its property
         or affairs for the purpose of rehabilitation, conservation or
         liquidation; then, in any such case, the Issuer may remove the Trustee
         with respect to the applicable series of Securities and appoint a
         successor trustee for such series by written instrument, in duplicate,
         executed by order of the Board of Directors of the Issuer, one copy of
         which instrument shall be delivered to the Trustee so removed and one
         copy to the successor trustee, or, subject to the provisions of Section
         6.12, any Securityholder who has been a bona fide Holder of a Security
         or Securities of such series for at least six months may, on behalf of
         himself and all others similarly situated, petition any court of
         competent jurisdiction for the removal of the Trustee and the
         appointment of a successor trustee with respect to such series. Such
         court may thereupon, after such notice, if any, as it may deem proper
         and prescribe, remove the Trustee and appoint a successor trustee for
         such series.

                  (c) The Holders of a majority in aggregate principal amount of
the Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to the Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 8.1 of the action in that regard taken by the
Securityholders.

                                      -51-
<PAGE>   59
                  (d) Any resignation or removal of the Trustee with respect to
any series of the Securities and any appointment of a successor trustee with
respect to such series pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.

                  SECTION 7.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.
Any successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Issuer and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to all or any applicable
series of the Securities shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee for
such series hereunder; but, nevertheless, on the written request of the Issuer,
or of the successor trustee, upon payment of its charges then unpaid, the
Trustee ceasing to act shall, subject to Section 4.4, pay over to the successor
trustee all moneys at the time held by it hereunder and shall execute and
deliver an instrument transferring to such successor trustee all such rights,
powers, duties and obligations. Upon request of any such successor trustee, the
Issuer shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any Trustee ceasing to act shall, nevertheless, retain a prior claim
upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 7.6.

                  If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
Trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees cotrustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
under separate indentures.

                  No successor trustee with respect to any series of Securities
shall accept appointment as provided in this Section 7.11 unless at the time of
such acceptance such successor trustee shall be qualified under the provisions
of Section 7.8 and eligible under the provisions of Section 7.9.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 7.11, the Issuer shall mail notice thereof by
first-class mail to the Holders of Securities of any applicable series and to
the Holders of Coupons, if any, appertaining thereto for which such successor
trustee is acting as Trustee at their last addresses as they shall appear in the
Security Register. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Issuer fails to mail such notice within 10 days after

                                      -52-
<PAGE>   60
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be mailed at the expense of the Issuer.

                  SECTION 7.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS OF TRUSTEE. Any corporation into which the Trustee for the
Securities of any series may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee for such series hereunder; provided that such
corporation shall be qualified under the provisions of Section 7.8 and eligible
under the provisions of Section 7.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Securities of one or
more series 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, in case at that time
any of the Securities of any series shall not have been authenticated, any
successor to the trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor trustee; and in all
such cases such certificate shall have the full force which it is anywhere in
the Securities of such series or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

                  SECTION 7.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
ISSUER. (a) Subject to the provisions of this Section, if the Trustee for the
Securities of any series shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Issuer or any other obligor of the
Securities of such series within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the
Securities of such series, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities (as defined in this
Section):

                  (1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor, in respect of principal or
interest, effected after the beginning of such three-month period and valid as
against the Issuer and its other creditors, except any such reduction resulting
from the receipt or disposition of any property described in subsection (a)(2)
of this Section or from the exercise of any right of setoff which the Trustee
could have exercised if a petition in bankruptcy had been filed by or against
the Issuer upon the date of such default; and

                  (2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor or in satisfaction or
composition thereof, or otherwise, after the beginning of such three months'
period, or an amount equal to the proceeds of any such property,

                                      -53-
<PAGE>   61
if disposed of, subject, however, to the rights, if any, of the Issuer and its
other creditors in such property or such proceeds.

                  Nothing herein contained, however, shall affect the right of
the Trustee:

                  (A) to retain for its own account (i) payments made on account
of any such claim by any person (other than the Issuer) who is liable thereon,
(ii) the proceeds of the bona fide sale of any such claim by the Trustee to a
third person and (iii) distributions made in cash, securities or other property
in respect of claims filed against the Issuer in bankruptcy or receivership or
in proceedings for reorganization pursuant to the Federal Bankruptcy Code or
applicable state law;

                  (B) to realize, for its own account, upon any property held by
it as security for any such claim, if such property was so held prior to the
beginning of such three months' period;

                  (C) to realize, for its own account, but only to the extent of
the claim hereinafter mentioned, upon any property held by it as security for
any such claim, if such claim was created after the beginning of such three
months' period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain the
burden of proving that at the time such property was so received the Trustee had
no reasonable cause to believe that a default as defined in subsection (c) of
this Section would occur within three months; or

                  (D) to receive payment on any claim referred to in paragraph
(B) or (C), against the release of any property held as security for such claim
as provided in such paragraph (B) or (C), as the case may be, to the extent of
the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for property held
as security at the time of such substitution shall, to the extent of the fair
value of the property released, have the same status as the property released,
and, to the extent that any claim referred to in any of such paragraphs is
created in renewal of or in substitution for or for the purpose of repaying or
refunding any preexisting claim of the Trustee as such creditor, such claim
shall have the same status as such preexisting claim.

                  If the Trustee for the Securities of any series shall be
required to account, the funds and property held in such special account and the
proceeds thereof shall be apportioned among the Trustee, the Holders of the
Securities of such series, the Holders of the Coupons, if any, appertaining
thereto and the holders of other indenture securities in such manner that the
Trustee, such Holders and the holders of other indenture securities realize, as
a result of payments from such special account and payments of dividends on
claims filed against the Issuer in bankruptcy or receivership or in proceedings
for reorganization pursuant to the Federal Bankruptcy Code or applicable state
law, the same percentage of their respective claims, figured before crediting to
the claim of the Trustee anything on account of the receipt by it from the
Issuer of the funds and property in such special account and before crediting to
the respective claims of the Trustee, Holders of the Securities of such series,
the Holders of the Coupons, if any, appertaining thereto and the holders of
other indenture securities dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to

                                      -54-
<PAGE>   62
the Federal Bankruptcy Code or applicable state law, but after crediting thereon
receipts on account of the indebtedness represented by their respective claims
from all sources other than from such dividends and from the funds and property
so held in such special account. As used in this paragraph, with respect to any
claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Code or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee, the Holders of such Securities, the Holders of the Coupons, if any,
appertaining thereto and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and the proceeds thereof or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, the Holders of such Securities, the Holders of the Coupons, if any,
appertaining thereto and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other property held in
such special account or as security for any such claim, to make a specific
allocation of such distributions, as between the secured and unsecured portions
of such claims, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

                  Any Trustee who has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three
months' period, it shall be subject to the provisions of this subsection (a) if
and only if the following conditions exist:

                  (i) the receipt of property or reduction of claim which would
         have given rise to the obligation to account, if such Trustee had
         continued as trustee, occurred after the beginning of such three
         months' period; and

                  (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.

                  (b) There shall be excluded from the operation of this Section
a creditor relationship arising from:

                  (1) the ownership or acquisition of securities issued under
any indenture or any security or securities having a maturity of one year or
more at the time of acquisition by the Trustee;

                  (2) advances authorized by a receivership or bankruptcy court
of competent jurisdiction or by this Indenture for the purpose of preserving any
property which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advance and of the circumstances surrounding the making thereof is given to
the Holders of the applicable series of Securities and the Holders of

                                      -55-
<PAGE>   63
the Coupons, if any, appertaining thereto, at the time and in the manner
provided in this Indenture;

                  (3) disbursements made in the ordinary course of business in
the capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary or other similar capacity;

                  (4) an indebtedness created as a result of services rendered
or premises rented or an indebtedness created as a result of goods or securities
sold in a cash transaction as defined in subsection (c)(3) below;

                  (5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a) of the Federal
Reserve Act, as amended, which is directly or indirectly a creditor of the
Issuer; or

                  (6) the acquisition, ownership, acceptance or negotiation of
any drafts, bills of exchange, acceptances or obligations which fall within the
classification of self-liquidating paper as defined in subsection (c)(4) of this
Section.

                  (c) As used in this Section:

                  (1) the term "default" shall mean any failure to make payment
in full of the principal of or interest upon any of the Securities of the
applicable series or upon the other indenture securities when and as such
principal or interest becomes due and payable;

                  (2) the term "other indenture securities" shall mean
securities upon which the Issuer is an obligor (as defined in the Trust
Indenture Act) outstanding under any other indenture (i) under which the Trustee
is also trustee, (ii) which contains provisions substantially similar to the
provisions of subsection (a) of this Section and (iii) under which a default
exists at the time of the apportionment of the funds and property held in said
special account;

                  (3) the term "cash transaction" shall mean any transaction in
which full payment for goods or securities sold is made within seven days after
delivery of the goods or securities in currency or in checks or other orders
drawn upon banks or bankers and payable upon demand;

                  (4) the term "self-liquidating paper" shall mean any draft,
bill of exchange, acceptance or obligation which is made, drawn, negotiated or
incurred by the Issuer for the purpose of financing the purchase, processing,
manufacture, shipment, storage or sale of goods, wares or merchandise and which
is secured by documents evidencing title to, possession of or a lien upon the
goods, wares or merchandise or the receivables or proceeds arising from the sale
of the goods, wares or merchandise previously constituting the security;
provided that the security is received by the Trustee simultaneously with the
creation of the creditor relationship with the Issuer arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation; and

                  (5) the term "Issuer" shall mean any obligor upon the
Securities.

                                      -56-
<PAGE>   64
                  SECTION 7.14. AUTHENTICATING AGENT. So long as any Securities
of a series remain outstanding, if the Trustee ceases to maintain a corporate
trust facility in the Borough of Manhattan, The City of New York, New York, or
otherwise upon an Issuer Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Issuer shall elect, by
the Trustee for such series of Securities to act as its agent on its behalf and
subject to its direction in connection with the authentication and delivery of
each series of Securities for which it is serving as Trustee. Securities of each
such series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by such Trustee. Wherever reference is made in this Indenture
to the authentication and delivery of Securities of any series by the Trustee
for such series or to the Trustee's Certificate of Authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee for such series except by way of original issuance by an
Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 and subject to supervision or
examination by Federal or state authority. If the Trustee does not maintain a
corporate trust facility in the Borough of Manhattan, The City of New York, New
York, the Authenticating Agent shall have its principal office and place of
business in the Borough of Manhattan, The City of New York, New York.

                  Any corporation into which any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and, if it shall
cease to be eligible, shall, resign by giving written notice of resignation to
the applicable Trustee and to the Issuer. The Trustee for any series of
Securities may at any time terminate the agency of any Authenticating Agent for
such series by giving written notice of termination to such Authenticating Agent
and to the Issuer.

                  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 7.14 with respect to
one or more or all series of Securities, the Trustee for such series shall upon
Issuer Request appoint a successor Authenticating Agent, and the Issuer shall
provide notice of such appointment to all Holders of Securities of such series
or any Coupons appertaining thereto in the manner and to the extent provided in
Section 13.4. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent herein. The Trustee for the Securities of such
series agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation for its services, and the Trustee shall be entitled
to be reimbursed for such payment subject to the provisions of Section 7.6. The
Authenticating Agent for the Securities of

                                      -57-
<PAGE>   65
any series shall have no responsibility or liability for any action taken by it
as such at the direction of the Trustee for such series.

                                 ARTICLE VIII.

                      CONCERNING THE HOLDERS OF SECURITIES

                  SECTION 8.1. ACTION BY HOLDERS. Whenever in this Indenture it
is provided that the Holders of a specified percentage in aggregate principal
amount of the Securities of any series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action) the fact that at the time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced
(a) by any instrument or any number of instruments of similar tenor executed by
Holders in person or by agent or proxy appointed in writing, or (b) by the
record of Holders voting in favor thereof at any meeting of such Holders duly
called and held in accordance with the provisions of Article Nine, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Holders. The Issuer may set a record date for purposes of determining
the identity of Holders entitled to vote or consent to any action by vote or
consent authorized or permitted under this Indenture, which record date shall be
the later of 10 days prior to the first solicitation of such consent or the date
of the most recent list of Holders furnished to the Trustee pursuant to Section
5.1 of this Indenture prior to such solicitation. If a record date is fixed,
those persons who were Holders of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to take such
action by vote or consent or to revoke any vote or consent previously given,
whether or not such persons continue to be Holders after such record date. No
such vote or consent shall be valid or effective for more than 120 days after
such record date.

                  SECTION 8.2. PROOF OF EXECUTION OF INSTRUMENTS BY HOLDERS OF
SECURITIES. Subject to Sections 7.1, 7.2 and 9.5, the execution of any
instrument by a Holder of a Security or of any Coupon or his agent or proxy may
be proved in the following manner:

                  The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds that the person executing
such instrument acknowledged to him the execution thereof or by any affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a partnership on behalf of such corporation, association or
partnership, as the case may be, or by any other person acting in a
representative capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

                  The ownership of Registered Securities of any series shall be
proved by the Securities Register for such series or by a certificate of the
Securities Register for such series; the ownership of Unregistered Securities of
any series and Coupons shall be proved by proof of possession reasonably
satisfactory to the Trustee.

                  The record of any Holders' meeting shall be proved in the
manner provided in Section 9.6.

                                      -58-
<PAGE>   66
                  SECTION 8.3. HOLDERS TO BE TREATED AS OWNERS. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the Person
in whose name any Registered Security shall be registered upon the Security
Register for such series as the absolute owner of such Security (notwithstanding
any notation of ownership or other writing thereon) for the purpose of receiving
payment of principal of, premium, if any, and (subject to Section 3.8), if such
registered Security is a Fully Registered Security, interest, if any, on such
Registered Security and for all other purposes whatsoever whether or not such
Security be overdue, and neither the Issuer, the Trustee nor any agent of the
Issuer or the Trustee shall be affected by notice to the contrary. The Issuer,
the Trustee and any agent of the Issuer or the Trustee may treat the Holder of
any Unregistered Security and the Holder of any Coupon, whether or not the
Security to which such Coupon appertained be registered, as the absolute owner
of such Security or Coupon for the purposes of receiving payment thereof or on
account thereof and for all other purposes whatsoever whether or not such
Security or Coupon be overdue, and neither the Issuer, the Trustee, any Paying
Agent nor any Security Registrar shall be affected by notice to the contrary.
All such payments so made to any Holder for the time being or upon his order
shall be valid and, to the extent of the sum or sums so paid, effectual to
satisfy and discharge the liability for moneys payable upon such Security or
Coupon.

                  SECTION 8.4. SECURITIES OWNED BY ISSUER DEEMED NOT
OUTSTANDING. In determining whether the Holders of the requisite aggregate
principal amount of Securities of any or all series have concurred in any
direction, consent or waiver under this Indenture, Securities which are owned by
the Issuer or any other obligor on the Securities with respect to which such
determination is being made or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Issuer or any other obligor upon the Securities or any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Issuer shall furnish to the
Trustee promptly an Officers' Certificate listing and identifying all
Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 7.1 and
7.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                  SECTION 8.5. RIGHT OF REVOCATION OF ACTION TAKEN. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.1, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any Holder of a
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Securities the Holders of which have
consented to such action may by filing

                                      -59-
<PAGE>   67
written notice at the Corporate Trust Office and upon proof of holding as
provided in this Article, revoke such action so far as concerns such Security.
Except as aforesaid, any such action taken by the Holder of any Security shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of such Security and any Coupon appertaining thereto and of any
Securities and Coupons issued in exchange or substitution therefor, irrespective
of whether or not any notation in regard thereto is made upon any such Security
or Coupon or such other Security or Coupon. Any action taken by the Holders of
the percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with such
action shall be conclusively binding upon the Issuer, the Trustee and the
Holders of all the Securities affected by such action.

                                  ARTICLE IX.

                                HOLDERS' MEETINGS

                  SECTION 9.1. PURPOSES OF MEETINGS. A meeting of Holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article Nine for any of the following
purposes:

                  (1) to give any notice to the Issuer or to the Trustee for the
Securities of such series, to give any directions to the Trustee for such
series, to consent to the waiving of any default hereunder and its consequences
or to take any other action authorized to be taken by Holders pursuant to any of
the provisions of Article Six;

                  (2) to remove the Trustee for such series and nominate a
successor trustee pursuant to the provisions of Article Seven;

                  (3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 10.2; or

                  (4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of the
Securities of any one or more or all series, as the case may be, under any other
provision of this Indenture or under applicable law.

                  SECTION 9.2. CALL OF MEETINGS BY TRUSTEE. The Trustee for the
Securities of any series may at any time call a meeting of Holders of Securities
of such series to take any action specified in Section 9.1, to be held at such
time and at such place in the Borough of Manhattan, The City of New York, or
such other Place of Payment as the Trustee for such series shall determine.
Notice of every meeting of the Holders of Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders of Securities of
such series in the manner and to the extent provided in Section 13.4. Such
notice shall be given not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

                  SECTION 9.3. CALL OF MEETINGS BY ISSUER OR HOLDERS. In case at
any time the Issuer, pursuant to a Board Resolution, or the Holders of at least
10% in aggregate principal amount of the Outstanding Securities of any or all
series, as the case may be, shall have requested the Trustee for such series to
call a meeting of Holders of Securities of any or all

                                      -60-
<PAGE>   68
series, as the case may be, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting and the Trustee for such
series shall not have given the notice of such meeting within 20 days after
receipt of such request, then the Issuer or such Holders may determine the time
and the place in the Borough of Manhattan or other Place of Payment for such
meeting and may call such meeting to take any action authorized in Section 9.1,
by giving notice thereof as provided in Section 9.2.

                  SECTION 9.4. QUALIFICATIONS FOR VOTING. To be entitled to vote
at any meeting of Holders a person shall be (a) a Holder of one or more
Securities with respect to which such meeting is being held or (b) a person
appointed by an instrument in writing as proxy by such Holder. The only persons
who shall be entitled to be present or to speak at any meeting of Holders shall
be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the Securities of the series with respect to
which such meeting is being held and its counsel and any representatives of the
Issuer and its counsel.

                  SECTION 9.5. REGULATIONS. Notwithstanding any other provisions
of this Indenture, the Trustee for the Securities of any series may make such
reasonable regulations as it may deem advisable for any meeting of Holders of
the Securities of such series, in regard to proof of the holding of Securities
of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote and such other
matters concerning the conduct of the meeting as it shall think fit.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Issuer or by Holders of the Securities of such series as provided in Section
9.3, in which case the Issuer or the Holders calling the meeting as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by majority vote of the
meeting.

                  Subject to Section 8.4, at any meeting each Holder of
Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each 1,000 (in the currency or currency unit
in which such Securities are denominated) principal amount (in the case of
Original Issue Discount Securities, such principal amount to be determined as
provided in the definition of "Outstanding") of Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any such Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Securities of such series held by
him or instruments in writing aforesaid duly designating him as the person to
vote on behalf of other Holders of such series. At any meeting of Holders, the
presence of persons holding or representing Securities with respect to which
such meeting is being held in an aggregate principal amount sufficient to take
action on the business for the transaction of which such meeting was called
shall constitute a quorum, but, if less than a quorum is present, the persons
holding or representing a majority in aggregate principal amount of such
Securities represented at the meeting may adjourn such meeting with the same
effect, for all intents and purposes, as though a quorum had been present. Any
meeting of Holders of Securities with respect to which a meeting was duly called
pursuant to the provisions of Section 9.2 or Section

                                      -61-
<PAGE>   69
9.3 may be adjourned from time to time by a majority of such Holders present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

                  SECTION 9.6. VOTING. The vote upon any resolution submitted to
any meeting of Holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such Holders or of their representatives by proxy and the serial number or
numbers of the Securities held or represented by them. The permanent chairman of
the meeting shall appoint two inspectors of votes who shall count all votes cast
at the meeting for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.2. The record shall
show the serial numbers of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and the secretary of the meeting and one of the duplicates
shall be delivered to the Issuer and the other to the Trustee to be preserved by
the Trustee.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 9.7. NO DELAY OF RIGHTS BY MEETING. Nothing in this
Article Nine contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Holders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
under any of the provisions of this Indenture or of the Securities of any
series.

                                   ARTICLE X.

                             SUPPLEMENTAL INDENTURES

                  SECTION 10.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Issuer, when authorized by a Board Resolution, [each of the
Guarantors]* and the Trustee for the Securities of any or all series may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof) for one or more of the following
purposes:

                  (a) to convey, transfer, assign, mortgage or pledge to the
Trustee as security for the Securities of any or all series any property or
assets; provided, however, that such conveyance, transfer, assignment, mortgage
or pledge is consistent with the provisions of Section 4.6 hereof;

                  (b) to evidence the succession of another corporation to the
Issuer, or successive successions, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Issuer under
this Indenture and the Securities;


----------


* This language to be included if debt securities are guaranteed.


                                      -62-
<PAGE>   70
                  (c) to add to the covenants of the Issuer such further
covenants, restrictions, conditions or provisions as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of any series
of Securities and the Coupons, if any, appertaining thereto, or to surrender any
right or power conferred upon the Issuer, and to make the occurrence, or the
occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided that in respect of any such additional covenant,
restriction, condition or provision such supplemental indenture may provide for
a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of
the Holders of a majority in aggregate principal amount of the Securities of
such series to waive such an Event of Default;

                  (d) to add any additional Events of Default (and, if such
Events of Default are to be applicable to less than all series of Securities,
stating that such Events of Default are only applicable to specified series);

                  (e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture; or to make such other provisions in regard to matters or
questions arising under this Indenture or under any supplemental indenture as
the Board of Directors may deem necessary or desirable and which shall not
materially and adversely affect the interests of the Holders of any Securities
or the Coupons, if any, appertaining thereto;

                  (f) to establish the form or terms of Securities of any series
and the Coupons, if any, appertaining thereto as permitted by Section 3.1;

                  (g) to permit payment in the United States of principal,
premium or interest on Unregistered Securities or of interest on Coupon
Securities;

                  (h) to provide for the issuance of uncertificated Securities
of one or more series in addition to or in place of certificated Securities;

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

                  (j) to change or eliminate any of the provisions of this
Indenture; provided, however, that any such change or elimination may only be
effected when no Outstanding Security of any series created prior to the
execution of such supplemental indenture is entitled to the benefit of such
provision.

                                      -63-
<PAGE>   71
                  The Trustee with respect to any series of Securities affected
by such supplemental indenture is hereby authorized to join with the Issuer [and
each of the Guarantors]* in the execution of any such supplemental indenture, to
make any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer, assignment, mortgage or pledge
of any property thereunder, but the Trustee shall not be obligated to enter into
any such supplemental indenture which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section may be executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the provisions of
Section 10.2.

                  SECTION 10.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent (evidenced as provided in Article Eight) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a Board
Resolution, [each of the Guarantors]* and the Trustee for the Securities of each
such series may, from time to time and at any time, enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities of each such
series; provided that no such supplemental indenture shall (a) change the Stated
Maturity of any Security of such series, reduce the principal amount thereof,
reduce the rate or change the time of payment of interest thereon, reduce any
amount payable on redemption thereof, reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 6.1 or the amount
thereof provable in bankruptcy pursuant to Section 6.2, adversely impair or
affect the right of repayment or repurchase, if any, at the option of the
Holder, reduce the amount of, or postpone the date fixed for, any payment under
any sinking fund or analogous provisions for any Security, or change any Place
of Payment or the coin or currency or currency unit in which any Security or the
interest thereon is payable or change or eliminate the right of a Securityholder
to institute suit for the payment thereof, without the consent of the Holder of
each Security of such series so affected, or (b) reduce the aforesaid percentage
of Securities of such series, the consent of the Holders of which is required
for any such supplemental indenture (or waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences), without the consent of the Holder of each Security so affected,
or (c) modify any of the provisions of this Section 10.2 or Section 6.10, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.

                  Upon the request of the Issuer, accompanied by a Board
Resolution, authorizing the execution of any such supplemental indenture and
upon the filing with the Trustee with respect to any series of Securities
affected by such supplemental indenture, of evidence of the


----------
* This language to be included if debt securities are guaranteed.


                                      -64-
<PAGE>   72
consent of Securityholders as aforesaid and other documents, if any, required by
Section 8.1, the Trustee shall join with the Issuer [and each of the
Guarantors]* in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

                  For purposes of this Section 10.2, if the Securities of any
series are issuable upon the exercise of warrants, each holder of an unexercised
and unexpired warrant with respect to such series shall be deemed to be a Holder
of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrant. For such purposes, the ownership of any such warrant
shall be determined by the Issuer in a manner consistent with customary
commercial practices. The Trustee for such series shall be entitled to rely on
an Officers' Certificate as to the principal amount of Securities of such series
in respect of which consents shall have been executed by holders of such
warrants.

                  SECTION 10.3. NOTICE OF SUPPLEMENTAL INDENTURE. Promptly after
the execution by the Issuer [, each of the Guarantors]* and the Trustee of any
supplemental indenture pursuant to the provisions of Section 10.2, the Issuer
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series and of Coupons, if any, appertaining thereto affected thereby at
their addresses as they shall appear on the registry books of the Issuer,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  SECTION 10.4. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article Ten, this Indenture shall be and be deemed to be modified and amended in
accordance therewith, but only with regard to the Securities of each series
affected by such supplemental indenture, and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the
Trustee for the Securities of such series, the Issuer [, each of the
Guarantors]* and the Holders of any Securities of such series or any Coupons
appertaining thereto affected thereby shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and


----------
* This language to be included if debt securities are guaranteed.


                                      -65-
<PAGE>   73
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes with regard to the Securities of such series and any
Coupons appertaining thereto.

                  SECTION 10.5. DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee,
subject to the provisions of Sections 7.1 and 7.2, may receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant to this Article complies with the
applicable provisions of this Indenture.

                  SECTION 10.6. NOTATION ON SECURITIES AND COUPONS IN RESPECT OF
SUPPLEMENTAL INDENTURES. Securities of any series (including any Coupons
appertaining thereto) affected by any supplemental indenture which are
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article Ten may bear a notation in form
approved by the Trustee for such series as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Securities of any series and any Coupons appertaining thereto so modified as to
conform, in the opinion of the Trustee and the Issuer, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Issuer, authenticated by the Trustee and delivered in exchange for the
Securities of such series and any Coupons appertaining thereto then Outstanding.

                  SECTION 10.7. ISSUANCE OF SECURITIES BY SUCCESSOR CORPORATION.
In case the Issuer shall be consolidated with or merged into any other
corporation or corporations, or shall convey or transfer all or substantially
all its property as an entirety, the successor corporation formed by such
consolidation or into which the Issuer shall have been merged or which shall
have received a conveyance or transfer as aforesaid, upon causing to be executed
and delivered the supplemental indenture referred to in Section 10.1(b), shall
succeed to and be substituted for the Issuer with the same effect as if it had
been named herein as the party of the first part and in all the Securities and
the Coupons, if any, appertaining thereto as obligor, and thereupon and
thereafter such successor corporation may cause to be executed, either in its
own name or in the name of ITT Corporation, and delivered to the appropriate
Trustee for authentication, any or all of the Securities and the Coupons, if
any, appertaining thereto issuable hereunder; and, upon the order of such
successor corporation in lieu of the Issuer, and subject to all the terms,
conditions and restrictions in this Indenture prescribed, the Trustee for the
Securities of the appropriate series shall authenticate and deliver any
Securities of such series and the Coupons, if any, appertaining thereto which
shall have been previously executed and delivered by the Issuer to the Trustee
for authentication and any Securities and the Coupons, if any, appertaining
thereto which such successor corporation shall thereafter, in accordance with
the provisions of this Indenture, cause to be executed and delivered to the
Trustee for such purpose. Such change in phraseology and form (but not in
substance) may be made in such Securities and the Coupons, if any, appertaining
thereto as may be appropriate in view of such consolidation or merger or
conveyance or transfer. All such Securities and the Coupons, if any,
appertaining thereto when issued by such successor corporation shall in all
respects have the same legal rank as the Securities and the Coupons, if any,
appertaining thereto theretofore or thereafter authenticated and delivered in
accordance with the terms of this Indenture and issued, as though all of such
Securities and Coupons, if any, appertaining thereto had been issued at the date
of the execution hereof.

                                      -66-
<PAGE>   74
                                  ARTICLE XI.

                               SUCCESSOR COMPANIES

                  SECTION 11.1. MERGER AND CONSOLIDATION. 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:

                  (a) 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 all the Securities of each series and this
Indenture; and

                  (b) immediately after giving effect to such transaction, no
Event of 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.

                  SECTION 11.2. OPINION OF COUNSEL TO BE GIVEN TO TRUSTEE. The
Trustee, subject to the provisions of Section 7.1, may receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, conveyance,
transfer or lease complies with the provisions of this Article Eleven.

                                  ARTICLE XII.

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

                  SECTION 12.1. SATISFACTION AND DISCHARGE OF SECURITIES OF ANY
SERIES. Except as otherwise provided for the Securities of any series
established pursuant to Section 3.1(r), the Issuer shall be deemed to have
satisfied and discharged the entire indebtedness on all the Outstanding
Securities of any particular series and the Coupons, if any, appertaining
thereto, and the Trustee, at the expense of the Issuer and upon Issuer Request,
shall execute proper instruments acknowledging satisfaction and discharge of
such indebtedness, when

                  (a) either:

                  (i) all Outstanding Securities of such series theretofore
         authenticated and delivered and the Coupons, if any, appertaining
         thereto (other than (a) any Securities of such series or Coupons which
         have been destroyed, lost or stolen and which have been replaced or
         paid as provided in Section 3.7 and (b) Outstanding Securities of such
         series or Coupons for whose payment money has theretofore been
         deposited in trust or segregated and held in trust by the Issuer and
         thereafter repaid to the Issuer or discharged from such trust, as
         provided in Sections 4.4, 12.4 and 12.5) have been delivered to the
         Trustee for cancellation; or

                                      -67-
<PAGE>   75
                  (ii) with respect to all Outstanding Securities of such series
         and the Coupons, if any, appertaining thereto, described in (i) above
         not theretofore delivered to the Trustee for cancellation:

                           (A) the Issuer has deposited or caused to be
                  deposited with the Trustee as trust funds in trust an amount
                  in the currency or currency unit in which the Securities of
                  such series are denominated (except as otherwise specified
                  pursuant to Section 3.1 for the Securities of such series and
                  except as provided in Sections 3.12(b), 3.12(e) and 3.12(f)
                  hereof) sufficient to pay and discharge the entire
                  indebtedness on all such Outstanding Securities of such series
                  for principal (and premium, if any) and interest to the Stated
                  Maturity or any Redemption Date as contemplated by Section
                  12.3, as the case may be; or

                           (B) the Issuer has deposited or caused to be
                  deposited with the Trustee as obligations in trust such amount
                  of Government Obligations as will, in a written opinion of
                  independent public accountants delivered to the Trustee,
                  together with the predetermined and certain income to accrue
                  thereon (without consideration of any reinvestment thereof),
                  be sufficient to pay and discharge when due the entire
                  indebtedness on all such Outstanding Securities of such series
                  and the Coupons, if any, appertaining thereto, for unpaid
                  principal (and premium, if any) and interest to the Stated
                  Maturity or any Redemption Date as contemplated by Section
                  12.3, as the case may be.

                  (b) the Issuer has paid or caused to be paid all other sums
payable with respect to the Outstanding Securities of such series and the
Coupons, if any, appertaining thereto;

                  (c) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to due satisfaction and discharge of the
entire indebtedness on all Outstanding Securities of any such series and the
Coupons, if any, appertaining thereto, have been complied with; and

                  (d) if the Securities of such series and the Coupons, if any,
appertaining thereto are not to become due and payable at their Stated Maturity
within one year of the date of such deposit or are not to be called for
redemption within one year of the date of such deposit under arrangements
satisfactory to the Trustee as of the date of such deposit, then the Issuer
shall have given, not later than the date of such deposit, notice of such
deposit to the Holders of the Securities of such series and the Coupons, if any,
appertaining thereto.

                  Upon the satisfaction of the conditions set forth in this
Section 12.1 with respect to all the Outstanding Securities of any series and
the Coupons, if any, appertaining thereto, the terms and conditions of such
series, including the terms and conditions with respect thereto set forth in
this Indenture, shall no longer be binding upon, or applicable to, the Issuer,
and the Holders of the Securities of such series shall look for payment only to
the funds or obligations deposited with the Trustee pursuant to Section
12.1(a)(ii); provided, however, that the Issuer shall not be discharged from (a)
any payment obligations in respect of Securities of such series which are deemed
not to be Outstanding under clause (c) of the definition thereof and the
Coupons, if any, appertaining thereto, if such obligations continue to be valid
obligations of the

                                      -68-
<PAGE>   76
Issuer under applicable law, (b) any obligations under Sections 7.6 and 7.10,
and (c) any obligations under Section 3.6 or 3.7 (except that Securities of such
series issued upon registration of transfer or exchange or Securities or
Coupons, if any, appertaining thereto issued in lieu of mutilated, lost,
destroyed or stolen Securities or Coupons shall not be obligations of the
Issuer) and Section 5.1; and provided, further, that in the event a petition for
relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed
with respect to the Issuer within 91 days after the deposit, the entire
indebtedness on all Securities of such series and the Coupons, if any,
appertaining thereto shall not be discharged, and in such event the Trustee
shall return such deposited funds or obligations as it is then holding to the
Issuer upon Issuer Request. Notwithstanding the satisfaction of the conditions
set forth in this Section 12.1 with respect to all the Securities of any series
not denominated in Dollars, upon the happening of any events specified in
Section 3.12(e) the Issuer shall be obligated to make the payments in Dollars
required by Section 3.12(e) to the extent that the Trustee is unable to convert
any Foreign Currency or currency unit in its possession pursuant to Section
12.1(a)(ii) into the Dollar Equivalent of the Foreign Currency or the Dollar
Equivalent of the Currency Unit, as the case may be. The Trustee shall return to
the Issuer any nonconverted funds or securities in its possession after such
payments have been made.

                  SECTION 12.2. SATISFACTION AND DISCHARGE OF INDENTURE. Upon
compliance by the Issuer with the provisions of Section 12.1 as to the
satisfaction and discharge of each series of Securities issued hereunder and the
Coupons, if any, appertaining thereto, and if the Issuer has paid or caused to
be paid all other sums payable under this Indenture, this Indenture shall cease
to be of any further effect (except as otherwise provided herein). Upon Issuer
Request and receipt of an Opinion of Counsel and an Officers' Certificate (and
at the expense of the Issuer), the Trustee shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture.

                  Notwithstanding the satisfaction and discharge of this
Indenture, any obligations of the Issuer under Sections 3.6, 3.7, 5.1, 7.6 and
7.10, any obligations of the Issuer under Section 3.12(d) to deliver an Exchange
Rate Officer's Certificate and the obligations of the Trustee under Section 12.3
shall survive.

                  SECTION 12.3. APPLICATION OF TRUST MONEY. All money and
obligations deposited with the Trustee pursuant to Section 12.1 shall be held
irrevocably in trust and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. Such money and
obligations shall be applied by the Trustee, in accordance with the provisions
of the Securities, this Indenture and such escrow trust agreement, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal of (and premium, if any) and interest, if
any, on the Securities and the Coupons, if any, appertaining thereto for the
payment of which such money and obligations have been deposited with the
Trustee. If Securities of any series are to be redeemed prior to their Stated
Maturity, whether pursuant to an optional redemption provision or in accordance
with any mandatory sinking fund requirement, the Issuer shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer.

                                      -69-
<PAGE>   77
                  SECTION 12.4. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series and the Coupons, if any, appertaining thereto, all
moneys with respect to such series then held by any Paying Agent for such series
under the provisions of this Indenture with respect to such series of Securities
shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                  SECTION 12.5. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING
AGENT UNCLAIMED FOR TWO YEARS. Any moneys deposited with or paid to the Trustee
for the Securities of any series and the Coupons, if any, appertaining thereto,
or any Paying Agent for the payment of the principal of, premium, if any, or
interest, if any, on Securities of any series and the Coupons, if any,
appertaining thereto and which shall not be applied but shall remain unclaimed
by the Holders of Securities of such series and the Coupons, if any,
appertaining thereto for two years after the date upon which such payment shall
have become due and payable, shall be repaid to the Issuer by the Trustee on
demand, and the holder of any of such Securities or the Coupons, if any,
appertaining thereto entitled to receive such payment shall thereafter look only
to the Issuer [, or the Guarantors, as the case may be,]* for the payment
thereof; provided, however, that the Trustee, before making any such repayment,
shall at the expense of the Issuer cause to be published once a week for two
successive weeks (in each case on any day of the week) in an Authorized
Newspaper, a notice that said moneys have not been so applied and that after a
date named therein any unclaimed balance of said moneys then remaining will be
returned to the Issuer.

                                 ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

                  SECTION 13.1. INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS OF ISSUER [AND GUARANTORS]* EXEMPT FROM INDIVIDUAL LIABILITY. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Security or Coupon, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such, or against
any past, present or future stockholder, officer or director, [member, manager
or partner,]* as such, of the Issuer [or any of the Guarantors]* or any
successor to the Issuer [or any of the Guarantors, as the case may be,]* either
directly, or through the Issuer [or any of the Guarantors]* or any successor [to
the Issuer or any of the Guarantors, as the case may be]*, under any rule of
law, statute or constitutional provision by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities or Coupons, by
the Holders thereof and as part of the consideration for the issue of such
Securities and Coupons, if any, appertaining thereto.


----------
* This language to be included if debt securities are guaranteed.


                                      -70-
<PAGE>   78
                  SECTION 13.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF
PARTIES AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities or
the Coupons, expressed or implied, shall give or be construed to give to any
person, other than the parties hereto and their successors, the Holders of the
Securities and the Holders of the Coupons, any legal or equitable right, remedy
or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors, of the Holders of the Securities and of the
Holders of the Coupons.

                  SECTION 13.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY
INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Issuer shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 13.4. NOTICES TO HOLDERS; WAIVER. Where this Indenture
provides for notice to Holders of any event, (a) if any of the Securities
affected by such event are Fully Registered Securities, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed by first class mail, postage prepaid, to such Holders as their names
and addresses appear in the Securities Register within the time prescribed and
(b) if any of the Securities affected by such event are Unregistered Securities
or Coupon Securities, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed by first class mail, postage
prepaid, to such Holders in the manner and to the extent provided in Section
5.4, and if published in an Authorized Newspaper or Newspapers in such city or
cities as may be provided elsewhere in this Indenture or specified as
contemplated by Section 3.1 on a Business Day at least twice, the first such
publication to be not earlier than the earliest date and not later than the
latest date prescribed for the giving of such notice. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance on such waiver. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders, and any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given. In the event of suspension of regular mail
service or for any other reason it shall be impracticable to give such notice to
Registered Holders by mail, then such a notification as shall be made to
Registered Holders with the approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder. In case by reason of the
suspension of publication of any Authorized Newspaper or by reason of any other
cause it shall be impracticable to publish any notice to Holders of Unregistered
Securities or of Coupons as provided above then said notification to Holders of
Unregistered Securities or of Coupons as shall be given with the approval of the
Trustee shall constitute sufficient notice to such Holders for every purpose
hereunder.


                  SECTION 13.5. ADDRESSES FOR NOTICES. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee for the Securities of any series or by the Holders of
Securities of any series or of any Coupons appertaining thereto on the Issuer
may be given or served by registered mail addressed (until another address is
filed by the Issuer with the Trustee) as follows: Starwood Hotels & Resorts
Worldwide, Inc., Attention of the General Counsel, 1111 Westchester Avenue,
White Plains, NY


                                      -71-
<PAGE>   79

10604. [Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee for the Securities of
any series or by the Holders of Securities of any series or of any Coupons
appertaining thereto on any Guarantor may be given or served by registered mail
addressed (until another address is filed by such Guarantor with the Trustee) as
follows: Starwood Hotels & Resorts Worldwide, Inc., Attention of the General
Counsel, 1111 Westchester Avenue, White Plains, NY 10604.]* Any notice,
direction, request or demand by any Holder of Securities of any series to or
upon the Trustee for such series or of any Coupons appertaining thereto shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office of such Trustee, and, in respect of
Unregistered Securities or Coupons, at the Corporate Trust Office of the Trustee
referred to in Section 4.2. Any notice or demand required or permitted under
this Indenture shall be in the English language, except that any published
notice may be in the official language of the country of publication.


                  SECTION 13.6. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer
[or any of the Guarantors]* to the Trustee to take any action under any of the
provisions of this Indenture, the Issuer [or such Guarantor, as the case may
be,]* shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent (including any covenants compliance with which constitutes
a condition precedent) provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent (including any covenants
compliance with which constitutes a condition precedent) have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than annual certificates provided pursuant
to Section 4.8) shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, 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 (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  Any certificate, statement or opinion of an officer of the
Issuer [or such Guarantor, as the case may be,]* may be based, insofar as it
relates to legal matters, upon a certificate or opinion of or representations by
counsel, unless such officer knows that the certificate or opinion or
representations with respect to the matters upon which his certificate,
statement or opinion may be based as aforesaid are erroneous, or in the exercise
of reasonable


----------


* This language to be included if debt securities are guaranteed.

                                      -72-
<PAGE>   80
care should know that the same are erroneous. Any certificate, statement or
opinion of counsel may be based, insofar as it relates to factual matters,
information with respect to which is in the possession of the Issuer [or such
Guarantor, as the case may be,]* upon the certificate, statement or opinion of
or representations by an officer or officers of the Issuer [or such Guarantor,
as the case may be,]* unless such counsel knows that the certificate, statement
or opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

                  Any certificate, statement or opinion of an officer of the
Issuer [or such Guarantor, as the case may be,]* or of counsel may be based,
insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the
Issuer [or such Guarantor, as the case may be,]* unless such officer or counsel,
as the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

                  Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                  SECTION 13.7. CROSS REFERENCES. All references herein to
"Articles" and other subdivisions are to the corresponding Articles or other
subdivisions of this Indenture, and the words "herein", "hereof", "hereby",
"hereunder", "hereinbefore" and "hereinafter" and other words of similar import
refer to this Indenture generally and not to any particular Article, Section or
other subdivision hereof.

                  SECTION 13.8. LEGAL HOLIDAYS. In any case where the date of
maturity of principal, premium, if any, or interest, if any, on the Securities
or Coupons or the date fixed for redemption or repayment of any Security shall
not be a Business Day at any Place of Payment with respect to Securities of that
series then (notwithstanding any other provisions of this Indenture or of the
Security or Coupons) payment of such principal, premium, if any, or interest, if
any, on the Securities and Coupons need not be made on such date at such Place
of Payment but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the date of maturity or the
date fixed for redemption or repayment, as the case may be, and no interest
shall accrue for the period from and after such date.

                  SECTION 13.9. MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED.
The Trustee shall segregate all moneys, funds and accounts held by the Trustee
hereunder in one currency from any money, funds or accounts in any other
currencies, notwithstanding any provision herein which would otherwise permit
the Trustee to commingle such amounts.


----------
* This language to be included if debt securities are guaranteed.


                                      -73-
<PAGE>   81
                  SECTION 13.10. PAYMENT TO BE IN PROPER CURRENCY. Each
reference in any Security, or in the Board Resolution relating thereto, to any
currencies or currency units shall be of the essence. Subject to Section 3.12,
the Issuer agrees, to the fullest extent that it may effectively do so under
applicable law, that its obligation to make any payment of principal of (and
premium, if any) and interest on any Security or any Coupon (i) shall not be
discharged or satisfied by any tender by the Issuer, or recovery by the Trustee,
either pursuant to any judgment (whether or not entered into in accordance with
Section 6.13) or otherwise, in any currencies or currency units other than the
currencies or currency units then due and payable (the "Required Currency"),
except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to
be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the
Required Currency the amount, if any, by which such actual receipt shall fall
short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. Except as permitted under Section 3.12, if any such tender
or recovery is in a currency other than the Required Currency, the Trustee may
take such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by
the Issuer, and the Issuer shall remain fully liable for any shortfall or
delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor. The Issuer hereby waives
any defense of payment based upon any such tender or recovery which is not in
the Required Currency, or which, when exchanged for the Required Currency by the
Trustee, is less than the full amount of Required Currency then due and payable.

                  SECTION 13.11. CONFLICT OF ANY PROVISION OF INDENTURE WITH
TRUST INDENTURE ACT. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control.

                  SECTION 13.12. NEW YORK LAW TO GOVERN. This Indenture and each
Security shall be deemed to be a contract under the laws of the State of New
York, and for all purposes shall be construed in accordance with the laws of
said State, except as may otherwise be required by mandatory provisions of law.

                  SECTION 13.13. COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

                  SECTION 13.14. EFFECT OF HEADINGS. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

                  SECTION 13.15. SEPARABILITY CLAUSE. In case any provision of
this Indenture or of the Securities or any Coupons appertaining thereto, if any,
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

                                      -74-
<PAGE>   82
                                  ARTICLE XIV.

                            REDEMPTION OF SECURITIES

                  SECTION 14.1. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

                  SECTION 14.2. NOTICE OF REDEMPTION; SELECTION OF SECURITIES.
In case the Issuer shall desire to exercise the right to redeem all or, as the
case may be, any part of the Securities of any series (or all or part of the
Unregistered Securities of such series or all or any part of the Registered
Securities of such series, if the terms and conditions of redemption shall be
different with respect to Unregistered Securities and Registered Securities of
such series as specified in the terms of such Securities established pursuant to
Section 3.1) in accordance with their terms, it shall fix a Redemption Date and
shall provide notice of such redemption to the Trustee, in the case such
Securities are to be redeemed as a whole, 45 days, and, in the case such
Securities are to be redeemed in part, 60 days, prior to such Redemption Date,
and at least 30 and not more than 60 days prior to such Redemption Date to the
Holders of Securities of such series so to be redeemed as a whole or in part in
the manner provided in Section 13.4. The notice provided in the manner herein
specified shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, failure to give such notice or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, that the Securities
of such series are being redeemed at the option of the Issuer pursuant to
provisions contained in the terms of the Securities of such series or in a
supplemental indenture establishing such series, if such be the case, together
with a brief statement of the facts permitting such redemption, that payment
will be made upon presentation and surrender of the applicable Securities, that,
unless otherwise specified in such notice, Coupon Securities of any series, if
any, surrendered for payment must be accompanied by all Coupons, if any,
maturing subsequent to the date fixed for redemption, failing which the amount
of any such missing Coupon or Coupons will be deducted from the sum due for
payment, that any interest accrued to the Redemption Date will be paid as
specified in said notice and that on and after said Redemption Date any interest
thereon or on the portions thereof to be redeemed will cease to accrue. If less
than all the Securities of any series are to be redeemed, the notice of
redemption shall specify the numbers of the Securities of such series to be
redeemed and, if only Unregistered Securities of any series are to be redeemed
and if such Unregistered Securities may be exchanged for Registered Securities,
the last date on which exchanges of Unregistered Securities for Registered
Securities not subject to redemption may be made. In case any Security of any
series is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that on
and after the Redemption Date, upon surrender of such Security and any Coupons
appertaining thereto, a new Security or Securities of such series in principal
amount equal to the unredeemed portion thereof and with appropriate Coupons will
be issued or, in the case of Securities

                                      -75-
<PAGE>   83
providing appropriate space for such notation, at the option of the Holders, the
Trustee, in lieu of delivering a new Security or Securities as aforesaid, may
make a notation on such Security of the payment of the redeemed portion thereof.

                  On or before (but at least one Business Day in the City of New
York before, in the case of payments made in a currency or currency unit other
than Dollars) the Redemption Date with respect to the Securities of any series
stated in the notice of redemption given as provided in this Section 14.2, the
Issuer will deposit with the Trustee or with one or more Paying Agents an amount
of money in the currency or currency unit in which the Securities of such series
and any Coupons appertaining thereto are payable (except as otherwise specified
as contemplated by Section 3.1 for the Securities of such series and except as
provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture) sufficient
to redeem on such Redemption Date all the Securities or portions thereof so
called for redemption at the applicable Redemption Price, together with accrued
interest to such Redemption Date. If the Issuer is acting as its own Paying
Agent, it will segregate such amount and hold it in trust as provided in Section
4.4.

                  If fewer than all the Securities of a series are to be
redeemed (except in the case of a redemption in whole of the Unregistered
Securities, the Coupon Securities, the Registered Securities or the Fully
Registered Securities of such series), the Issuer will give the Trustee written
notice not less than 60 days prior to the Redemption Date as to the aggregate
principal amount of Securities to be redeemed and the Trustee shall select, not
more than 75 days prior to the Redemption Date and in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities of such series or
portions thereof (in multiples of 1,000 in the currency or currency unit in
which the Securities of such series are denominated, except as otherwise set
forth in the applicable form of Security) to be redeemed.

                  SECTION 14.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If
notice of redemption has been given as above provided, the Securities or
portions of Securities of the series specified in such notice shall become due
and payable on the Redemption Date and at the place or places stated in such
notice at the applicable Redemption Price, together with any interest accrued to
such Redemption Date, and on and after said Redemption Date (unless the Issuer
shall default in the payment of such Securities at the applicable Redemption
Price, together with any interest accrued to said Redemption Date) any interest
on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities and all Coupons, if any, appertaining thereto at a Place of Payment
in such notice specified, such Securities and Coupons or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable Redemption
Price, together with any interest accrued thereon to the applicable Redemption
Date, in the currency or currency unit in which the Securities of such series
and the Coupons, if any, appertaining thereto are payable (except as otherwise
specified as contemplated by Section 3.1 for the Securities of such series and
except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this Indenture).

                  If any Coupon Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing on or after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons or the surrender of such
missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there
be furnished to them such security or indemnity as they may

                                      -76-
<PAGE>   84
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
Coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that, unless otherwise provided pursuant to Section 3.1 or
Section 10.1(f), interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an office or agency located
outside the United States.

                  Upon presentation of any Security redeemed in part only and
the Coupons, if any, appertaining thereto, the Issuer shall execute and the
Trustee shall authenticate and deliver to or on the order of the Holder thereof,
at the expense of the Issuer, a new Security or Securities of such series and
the Coupons, if any, appertaining thereto, of authorized denominations, in
principal amount equal to the unredeemed portion of the Securities so presented.

                  SECTION 14.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY
FOR SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration or certificate
number, in the case of Registered Securities or Fully Registered Securities, or
by certificate number, in the case of Coupon Securities, in a written statement
signed by an authorized officer of the Issuer and delivered to the Trustee at
least 40 days prior to the last date on which notice of redemption may be given
as being owned by, and not pledged or hypothecated by, either (a) the Issuer or
(b) an entity specifically identified in such written statement directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer. In the case of Coupon Securities, the Issuer will
provide evidence satisfactory to the Trustee of the ownership thereof.

                                  ARTICLE XV.

                                  SINKING FUNDS

                  SECTION 15.1. APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

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

                  SECTION 15.2. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS
WITH SECURITIES. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities of a series in cash, the Issuer may, at
its option, at any time no more than 16 months and no less than 45 days prior to
the date on which such sinking fund payment is due, deliver to the Trustee
Outstanding Securities of such series (together with the unmatured Coupons, if
any, appertaining thereto) theretofore purchased or otherwise acquired by the
Issuer, except Securities of such series which have been redeemed or previously
called for redemption through the application of mandatory or optional sinking
fund payments pursuant to the terms of the Securities of such series or which
have been acquired or redeemed out of the proceeds of sale

                                      -77-
<PAGE>   85
of a Principal Property, pursuant to clause (i) of Section 4.7, accompanied by
an Issuer Order instructing the Trustee to credit such obligations and stating
that the Securities of such series were originally issued by the Issuer by way
of bona fide sale or other negotiation for value; provided that such Securities
have not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.

                  SECTION 15.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Issuer will deliver to the Trustee a certificate signed by the
Treasurer or any Associate or Assistant Treasurer of the Issuer specifying the
amount of the next ensuing sinking fund payment for such series pursuant to the
terms of such series, the portion thereof, if any, which is to be satisfied by
payment of cash in the currency or currency unit in which the Securities of such
series and the Coupons, if any, appertaining thereto are payable (except as
otherwise specified as contemplated by Section 3.1 for the Securities of such
series and except as provided in Sections 3.12(b), 3.12(e) and 3.12(f) of this
Indenture) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of such series pursuant to Section 15.2 and
whether the Issuer intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series. Such certificate shall be
irrevocable and upon its delivery the Issuer shall be obligated to make the cash
payment or payments (in the currency or currency unit described above) therein
referred to, if any, on or before the next succeeding sinking fund payment date.
In the case of the failure of the Issuer to deliver such certificate (or to
deliver the Securities and Coupons, if any, specified in such certificate within
the time period specified in Section 15.2), the sinking fund payment due on the
next succeeding sinking fund payment date for such series shall be paid entirely
in cash (in the currency or currency unit described above) and shall be
sufficient to redeem the principal amount of the Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Securities as provided in Section 15.2 and without the right to make any
optional sinking fund payment, if any, with respect to such series.

                  Any sinking fund payment or payments (mandatory or optional)
made in cash (in the currency or currency unit described above) plus any unused
balance of any preceding sinking fund payments made with respect to the
Securities of any particular series shall be applied by the Trustee (or by the
Issuer if the Issuer is acting as its own Paying Agent) on the sinking fund
payment date on which such payment is made (or, if such payment is made before a
sinking fund payment date, on the sinking fund payment date following the date
of such payment) to the redemption of Securities of such series at the
Redemption Price specified in such Securities with respect to the sinking fund,
together with accrued interest, if any, to the applicable Redemption Date. Any
excess sinking fund moneys not so applied or allocated by the Trustee (or by the
Issuer if the Issuer is acting as its own Paying Agent) to the redemption of
Securities shall be added to the next sinking fund payment received by the
Trustee (or, if the Issuer is acting as its own Paying Agent, segregated and
held in trust as provided in Section 4.4) for such series and, together with
such payment (or such amount so segregated), shall be applied in accordance with
the provisions of this Section 15.3. Any and all sinking fund moneys with
respect to the Securities of any particular series held by the Trustee (or, if
the Issuer is acting as its own Paying Agent, segregated and held in trust as
provided in Section 4.4) on the last sinking fund payment date with respect to
Securities of such series and not held for the payment or redemption of

                                      -78-
<PAGE>   86
particular Securities of such series shall be applied by the Trustee (or by the
Issuer if the Issuer is acting as its own Paying Agent), together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Securities of such series at
Maturity. The Trustee shall not convert any currency or currency unit in which
the Securities of such series are payable for the purposes of such sinking fund
application unless specifically requested to do so by the Issuer, and any such
conversion agreed to by the Trustee in response to such request shall be for the
account and at the expense of the Issuer and shall not affect the Issuer's
obligation to pay the Holders in the currency or currency unit to which such
Holders may be entitled.

                  The Trustee shall select or cause to be selected the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in the last paragraph of Section 14.2, and the Issuer shall cause
notice of the redemption thereof to be given in the manner provided in Section
14.2, except that the notice of redemption shall also state that the Securities
are being redeemed by operation of the sinking fund and whether the sinking fund
payment is mandatory or optional, or both, as the case may be. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 14.3.

                  On or before (but at least one New York Business Day before,
in the case of payments made in a currency or currency unit other than Dollars)
each sinking fund payment date, the Issuer shall pay to the Trustee (or, if the
Issuer is acting as its own Paying Agent, will segregate and hold in trust as
provided in Section 4.4) in cash (in the currency or currency unit described in
the first paragraph of this Section 15.3) a sum equal to the principal and any
interest accrued to the Redemption Date for Securities or portions thereof to be
redeemed on such sinking fund payment date pursuant to this Section.

                  Neither the Trustee nor the Issuer shall redeem any Securities
of a series with sinking fund moneys or mail any notice of redemption of
Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest, if any, on any
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to the
Securities of such series, except that, if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee (or the
Issuer if the Issuer is acting as its own Paying Agent) shall redeem such
Securities if cash (in the currency or currency unit described in the first
paragraph of this Section 15.3) sufficient for the purpose shall be deposited
with the Trustee (or segregated by the Issuer) for that purpose in accordance
with the terms of this Article. Except as aforesaid, any moneys (in the currency
or currency unit described in the first paragraph of this Section 15.3) in the
sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys (in the currency or currency unit described
in the first paragraph of this Section 15.3) thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of the Securities of such series and the Coupons, if
any, appertaining thereto; provided, however, that, in case such Event of
Default or default shall have been cured or waived as provided herein, such
moneys (in the currency or currency unit described in the first paragraph of
this Section 15.3) shall thereafter be applied on the next sinking fund payment
date for the Securities of such series on which such moneys (in the currency or
currency unit described in the first paragraph of this Section 15.3) may be
applied pursuant to the provisions of this Section.

                                      -79-
<PAGE>   87
                                 ARTICLE XVI.*

                                    GUARANTEE

                  SECTION 16.1. GUARANTEE. Subject to the provisions of this
Article Sixteen, each Guarantor, jointly and severally, hereby unconditionally
and irrevocably guarantees to each Holder and to the Trustee and its successors
and assigns (a) the full and punctual payment of principal of, premium, if any,
and interest on the Securities when due, whether at maturity, by acceleration,
by redemption or otherwise, and all other monetary obligations of the Issuer
under the Indenture and the Securities and (b) the full and punctual performance
within the grace period set forth in Section 6.1(d) or (e) of the Indenture, if
applicable, of all other obligations of the Issuer under the Indenture and the
Securities (all the foregoing being hereinafter collectively called the
"Obligations"). Each Guarantor further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
any of the Guarantors, and that each Guarantor will remain bound under this
Article Sixteen notwithstanding any extension or renewal of any Obligation.

                  Each Guarantor hereby waives presentation to, demand of
payment from and protest to the Issuer of any of the Obligations and also waives
notice of protest for nonpayment. Each Guarantor hereby waives notice of any
default under the Securities or the Obligations. The obligations of each
Guarantor hereunder shall not be affected by (a) the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any right or remedy
against the Issuer or any other person under the Indenture, the Securities or
any other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or
provisions of the Indenture, the Securities or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Obligations or
any of them; (e) the failure of any Holder or Trustee to exercise any right or
remedy against any other guarantor of the Obligations; or (f) any change in the
ownership of any of the Guarantors.

                  Each Guarantor hereby further agrees that its respective
Guarantee herein constitutes a guaranty of payment, performance and compliance
when due, within applicable grace periods (and not a guarantee of collection),
and waives any right to require that any resort be had by any Holder or the
Trustee to any security held for payment of the Obligations.

                  The obligations of the Guarantors hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of the Guarantors herein shall not
be discharged or impaired or otherwise affected by the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any remedy under the
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of any of the


----------


* This Article to be included if debt securities are guaranteed.

                                      -80-
<PAGE>   88
Guarantors or would otherwise operate as a discharge of any of the Guarantors as
a matter of law or equity.

                  Each Guarantor hereby further agrees that its respective
Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any Obligation is rescinded or must otherwise be restored by any Holder or
the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
of the Guarantors by virtue thereof, upon the failure of the Issuer to pay the
principal of or interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Obligation, each Guarantor hereby promises to
and will, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid
interest on such Obligations (but only to the extent not prohibited by law) and
(iii) all other monetary Obligations of the Issuer to the Holders and the
Trustee.

                  Each Guarantor hereby agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full of all Obligations. Each
Guarantor hereby further agrees that, as between such Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the Obligations guaranteed hereby may be accelerated as provided in Article Six
for the purposes of such Guarantor's Guarantee herein, 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 Six, such Obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purposes of this Section.

                  No stockholder, officer, director, member, partner, employee,
incorporator or organizer, past, present or future, of any Guarantor, as such,
shall have any personal liability under this Guarantee by reason of his, her or
its status as such stockholder, officer, director, member, partner, employee,
incorporator or organizer.

                  Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor in an
amount pro rata, based on the net assets of each Guarantor, determined in
accordance with generally accepted accounting principles.

                  SECTION 16.2. LIMITATION OF GUARANTORS' LIABILITY. Each
Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is
the intention of all such parties that the Guarantee by such Guarantor pursuant
to its Guarantee not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law. To effectuate the
foregoing intention, the Holders and such Guarantor hereby irrevocably agree
that the Obligations of such Guarantor under this Article Sixteen shall be
limited to the maximum amount as will, after

                                      -81-
<PAGE>   89
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the Obligations of such other Guarantor
under this Article Sixteen , result in the Obligations of such Guarantor under
its Guarantee not constituting a fraudulent transfer or conveyance under
applicable federal or state law.

                  SECTION 16.3. RELEASES. (a) In the event that the indebtedness
on all Outstanding Securities shall have been deemed satisfied pursuant to
Section 12.1 hereof, each Guarantor shall thereby become released from and
relieved of its respective Guarantee and all its other obligations hereunder and
all provisions of this Indenture referencing or relating to any Guarantor, the
Guarantees and such other obligations shall be of no further force or effect,
and upon request of any Guarantor, the Trustee shall execute and deliver to such
Guarantor a satisfaction and discharge with respect to its respective Guarantee
and such other obligations and the Trustee shall execute any other documents
reasonably required to evidence the release of the Guarantor from its respective
Guarantee and such other obligations.

                  (b) In the event any of the Guarantors, other than Sheraton
Holding Corporation and The Sheraton Corporation, ceases to be a guarantor under
the Senior Credit Agreement, such entity shall also cease to be a Guarantor,
whether or not an Event of Default is then outstanding, and shall be deemed
released from all obligations under this Article Sixteen without any further
action required on the part of the Trustee or any Holder.

                  (c) Each of Sheraton Holding Corporation and The Sheraton
Corporation shall cease to be a Guarantor, and shall be deemed released from all
obligations under this Article Sixteen without any further action required on
the part of the Trustee or any Holder, upon the earlier of (i) the date on which
the Issuer ceases to be a guarantor under the Sheraton Indenture and (ii) the
later of (A) the date on which such Guarantor ceases to be a guarantor under the
Senior Credit Agreement and (B) the date on which the indebtedness on all
Outstanding Securities (as defined in the Sheraton Indenture) shall have been
deemed satisfied pursuant to Section 12.1 of the Sheraton Indenture.

                  SECTION 16.4. SUCCESSORS AND ASSIGNS. Except as provided in
Section 16.2, this Article Sixteen shall be binding upon each of the Guarantors
and their respective successors and assigns and shall inure to the benefit of
the successors and assigns of the Trustee and the Holders and, in the event of
any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges conferred upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

                  SECTION 16.5. NO WAIVER, ETC. Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article Sixteen shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise of any right, power or privilege. The rights, remedies and benefits of
the Trustee and the Holders herein expressly specified are cumulative and not
exclusive of any other rights, remedies or benefits which either may have under
this Article Sixteen at law, in equity, by statute or otherwise.

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<PAGE>   90
                  SECTION 16.6. ADDITIONAL GUARANTORS. The Issuer shall cause
each Subsidiary of the Issuer that becomes a guarantor under the Senior Credit
Agreement after the date of the Indenture, to execute and deliver to the
Trustee, promptly upon any such addition, formation or acquisition (a) a
supplemental indenture in form and substance satisfactory to the Trustee which
subjects such Subsidiary to the provisions of this Indenture as a Guarantor, and
(b) an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized and executed by such Subsidiary and constitutes the legal,
valid, binding and enforceable obligation of such Subsidiary (subject to such
customary exceptions concerning fraudulent conveyance laws, creditors' rights
and equitable principles as may be acceptable to the Trustee in its discretion).

                                      -83-
<PAGE>   91
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                   STARWOOD HOTELS AND RESORTS
                                   WORLDWIDE, INC., as Issuer,

                                   by
                                      ------------------------------
                                        Vice President



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

                                   by
                                      ------------------------------
                                       Authorized Officer



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