<PAGE>   1
                                                                     EXHIBIT 4.5

                         FORM OF SUBORDINATED INDENTURE

================================================================================

                          MCDERMOTT INTERNATIONAL, INC.
                                    as Issuer

                                       and

                     ---------------------------------------
                                   as Trustee

                                   ----------

                                    Indenture

                        Dated as of               ,
                                    --------------  ----

                                   ----------

                          Subordinated Debt Securities

================================================================================

<PAGE>   2

                          MCDERMOTT INTERNATIONAL, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF
                                              ---------------

                                   ----------

<Table>
<Caption>
    Section of
  Trust Indenture                                                                 Section(s) of
   Act of 1939                                                                      Indenture
  ---------------                                                                 -------------

<S>                                                                               <C>
Section 310    (a)(1).....................................................        7.10
               (a)(2).....................................................        7.10
               (a)(3).....................................................        Not Applicable
               (a)(4).....................................................        Not Applicable
               (a)(5).....................................................        7.10
               (b)........................................................        7.08, 7.10
Section 311    (a)........................................................        7.11
               (b)........................................................        7.11
               (c)........................................................        Not Applicable
Section 312    (a)........................................................        2.07
               (b)........................................................        11.03
               (c)........................................................        11.03
Section 313    (a)........................................................        7.06
               (b)........................................................        7.06
               (c)........................................................        7.06
               (d)........................................................        7.06
Section 314    (a)........................................................        4.03, 4.04
               (b)........................................................        Not Applicable
               (c)(1).....................................................        11.04
               (c)(2).....................................................        11.04
               (c)(3).....................................................        Not Applicable
               (d)........................................................        Not Applicable
               (e)........................................................        11.05
Section 315    (a)........................................................        7.01(b)
               (b)........................................................        7.05
               (c)........................................................        7.01(a)
               (d)........................................................        7.01(c)
               (d)(1).....................................................        7.01(c)(1)
               (d)(2).....................................................        7.01(c)(2)
               (d)(3).....................................................        7.01(c)(3)
               (e)........................................................        6.11
Section 316    (a)(1)(A)..................................................        6.05
               (a)(1)(B)..................................................        6.04
               (a)(2).....................................................        Not Applicable
               (a)(last sentence).........................................        2.11
               (b)........................................................        6.07
Section 317    (a)(1).....................................................        6.08
               (a)(2).....................................................        6.09
               (b)........................................................        2.06
Section 318    (a)........................................................        11.01
</Table>

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

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

<PAGE>   3

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----

<S>                                                                                                            <C>
ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE..................................................1
   SECTION 1.01       Definitions.................................................................................1
   SECTION 1.02       Other Definitions...........................................................................6
   SECTION 1.03       Incorporation by Reference of Trust Indenture Act...........................................7
   SECTION 1.04       Rules of Construction.......................................................................7

ARTICLE II            THE SECURITIES..............................................................................8
   SECTION 2.01       Amount Unlimited; Issuable in Series........................................................8
   SECTION 2.02       Denominations..............................................................................11
   SECTION 2.03       Forms Generally............................................................................11
   SECTION 2.04       Execution, Authentication, Delivery and Dating.............................................11
   SECTION 2.05       Registrar and Paying Agent.................................................................13
   SECTION 2.06       Paying Agent to Hold Money in Trust........................................................14
   SECTION 2.07       Holder Lists...............................................................................14
   SECTION 2.08       Transfer and Exchange......................................................................14
   SECTION 2.09       Replacement Securities.....................................................................15
   SECTION 2.10       Outstanding Securities.....................................................................15
   SECTION 2.11       Original Issue Discount, Foreign-Currency Denominated and Treasury Securities..............15
   SECTION 2.12       Temporary Securities.......................................................................16
   SECTION 2.13       Cancellation...............................................................................16
   SECTION 2.14       Payments; Defaulted Interest...............................................................16
   SECTION 2.15       Persons Deemed Owners......................................................................17
   SECTION 2.16       Computation of Interest....................................................................17
   SECTION 2.17       Global Securities; Book-Entry Provisions...................................................17

ARTICLE III           REDEMPTION.................................................................................19
   SECTION 3.01       Applicability of Article...................................................................19
   SECTION 3.02       Notice to the Trustee......................................................................19
   SECTION 3.03       Selection of Securities To Be Redeemed.....................................................20
   SECTION 3.04       Notice of Redemption.......................................................................20
   SECTION 3.05       Effect of Notice of Redemption.............................................................21
   SECTION 3.06       Deposit of Redemption Price................................................................21
   SECTION 3.07       Securities Redeemed or Purchased in Part...................................................22
   SECTION 3.08       Purchase of Securities.....................................................................22
   SECTION 3.09       Mandatory and Optional Sinking Funds.......................................................22
   SECTION 3.10       Satisfaction of Sinking Fund Payments with Securities......................................22
   SECTION 3.11       Redemption of Securities for Sinking Fund..................................................22

ARTICLE IV            COVENANTS..................................................................................23
   SECTION 4.01       Payment of Securities......................................................................23
   SECTION 4.02       Maintenance of Office or Agency............................................................24
</Table>

                                       i
<PAGE>   4

<Table>
<S>                                                                                                              <C>
   SECTION 4.03       SEC Reports; Financial Statements..........................................................24
   SECTION 4.04       Compliance Certificate.....................................................................24
   SECTION 4.05       Existence..................................................................................25
   SECTION 4.06       Waiver of Stay, Extension or Usury Laws....................................................25
   SECTION 4.07       Additional Amounts.........................................................................25

ARTICLE V             SUCCESSORS.................................................................................26
   SECTION 5.01       Limitations on Mergers, Consolidations and Other Transactions..............................26
   SECTION 5.02       Successor Person Substituted...............................................................27

ARTICLE VI            DEFAULTS AND REMEDIES......................................................................27
   SECTION 6.01       Events of Default..........................................................................27
   SECTION 6.02       Acceleration...............................................................................29
   SECTION 6.03       Other Remedies.............................................................................29
   SECTION 6.04       Waiver of Defaults.........................................................................30
   SECTION 6.05       Control by Majority........................................................................30
   SECTION 6.06       Limitations on Suits.......................................................................30
   SECTION 6.07       Rights of Holders to Receive Payment.......................................................31
   SECTION 6.08       Collection Suit by Trustee.................................................................31
   SECTION 6.09       Trustee May File Proofs of Claim...........................................................31
   SECTION 6.10       Priorities.................................................................................32
   SECTION 6.11       Undertaking for Costs......................................................................33

ARTICLE VII           TRUSTEE....................................................................................33
   SECTION 7.01       Duties of Trustee..........................................................................33
   SECTION 7.02       Rights of Trustee..........................................................................34
   SECTION 7.03       May Hold Securities........................................................................34
   SECTION 7.04       Trustee's Disclaimer.......................................................................35
   SECTION 7.05       Notice of Defaults.........................................................................35
   SECTION 7.06       Reports by Trustee to Holders..............................................................35
   SECTION 7.07       Compensation and Indemnity.................................................................35
   SECTION 7.08       Replacement of Trustee.....................................................................36
   SECTION 7.09       Successor Trustee by Merger, etc...........................................................38
   SECTION 7.10       Eligibility; Disqualification..............................................................38
   SECTION 7.11       Preferential Collection of Claims Against Company..........................................38

ARTICLE VIII          DISCHARGE OF INDENTURE.....................................................................38
   SECTION 8.01       Termination of Company's Obligations.......................................................38
   SECTION 8.02       Application of Trust Money.................................................................42
   SECTION 8.03       Repayment to Company.......................................................................42
   SECTION 8.04       Reinstatement..............................................................................43

ARTICLE IX            SUPPLEMENTAL INDENTURES AND AMENDMENTS.....................................................43
   SECTION 9.01       Without Consent of Holders.................................................................43
   SECTION 9.02       With Consent of Holders....................................................................44
   SECTION 9.03       Compliance with Trust Indenture Act........................................................46
   SECTION 9.04       Revocation and Effect of Consents..........................................................46
</Table>

                                       ii
<PAGE>   5

<Table>
<S>                                                                                                              <C>
   SECTION 9.05       Notation on or Exchange of Securities......................................................47
   SECTION 9.06       Trustee to Sign Amendments, etc. ..........................................................47

ARTICLE X             SUBORDINATION..............................................................................47
   SECTION 10.01      Securities Subordinated to Senior Indebtedness.............................................47
   SECTION 10.02      No Payment on Securities in Certain Circumstances..........................................48
   SECTION 10.03      Securities Subordinated to Prior Payment of All Senior Indebtedness on Dissolution,
                         Liquidation or Reorganization...........................................................49
   SECTION 10.04      Subrogation to Rights of Holders of Senior Indebtedness....................................50
   SECTION 10.05      Obligations of the Company Unconditional...................................................51
   SECTION 10.06      Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice....................51
   SECTION 10.07      Application by Trustee of Amounts Deposited with It........................................51
   SECTION 10.08      Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
                         Senior Indebtedness.....................................................................52
   SECTION 10.09      Trustee to Effectuate Subordination of Securities..........................................52
   SECTION 10.10      Right of Trustee to Hold Senior Indebtedness...............................................53
   SECTION 10.11      Article X Not to Prevent Events of Default.................................................53
   SECTION 10.12      No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.............................53
   SECTION 10.13      Article Applicable to Paying Agent.........................................................53

ARTICLE XI            MISCELLANEOUS..............................................................................54
   SECTION 11.01      Trust Indenture Act Controls...............................................................54
   SECTION 11.02      Notices....................................................................................54
   SECTION 11.03      Communication by Holders with Other Holders................................................55
   SECTION 11.04      Certificate and Opinion as to Conditions Precedent.........................................55
   SECTION 11.05      Statements Required in Certificate or Opinion..............................................55
   SECTION 11.06      Rules by Trustee and Agents................................................................56
   SECTION 11.07      Legal Holidays.............................................................................56
   SECTION 11.08      No Recourse Against Others.................................................................56
   SECTION 11.09      Governing Law..............................................................................56
   SECTION 11.10      No Adverse Interpretation of Other Agreements..............................................56
   SECTION 11.11      Successors.................................................................................56
   SECTION 11.12      Severability...............................................................................56
   SECTION 11.13      Counterpart Originals......................................................................57
   SECTION 11.14      Table of Contents, Headings, etc. .........................................................57
</Table>

                                      iii
<PAGE>   6

         INDENTURE dated as of _______________ between McDermott International,
Inc., a corporation organized under the laws of the Republic of Panama (the
"Company"), and ____________________, as trustee (the "Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's unsecured
subordinated debentures, notes or other evidences of indebtedness (the
"Securities") to be issued from time to time in one or more series as provided
in this Indenture:

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

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

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, that specified Person. For purposes of this definition, "control"
of a Person shall mean the power to direct the management and policies of that
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing."Agent" means any
Registrar or Paying Agent.

         "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal, state or foreign law for the relief of debtors.

         "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized, with respect to any particular matter, to act
by or on behalf of the Board of Directors of the Company.

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

         "Business Day" means any day that is not a Legal Holiday.

         "Capital Stock" means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.

         "Capitalized Lease Obligation" of any Person means any obligation of
that Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be

                                       1
<PAGE>   7

capitalized for financial reporting purposes in accordance with GAAP; and the
amount of that obligation shall be the capitalized amount thereof determined in
accordance with GAAP.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean that successor corporation; provided, however, that for
purposes of any provision contained herein which is required by the TIA,
"Company" shall also mean each other obligor (if any) on the Securities of a
series.

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

         "Corporate Trust Office" of the Trustee means the office of the Trustee
located at ____________________, and as may be located at such other address as
the Trustee may give notice to the Company.

         "Default" means any event, act or condition that is, or after notice or
the passage of time or both would be, an Event of Default.

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

         "Designated Senior Indebtedness," unless otherwise provided with
respect to the Securities of a series as contemplated by Section 2.01, means any
Senior Indebtedness of the Company that (i) in the instrument evidencing the
same or the assumption or guarantee thereof (or related documents to which the
Company is a party) is expressly designated as "Designated Senior Indebtedness"
for purposes of this Indenture and (ii) satisfies such other conditions as may
be provided with respect to the Securities of that series; provided that those
instruments or documents may place limitations and conditions on the right of
that Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness.

         "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (i) except as set forth in (ii), with respect to any
Person, Capital Stock of that Person that, by its terms or by the terms of any
security into which it is convertible, exercisable or exchangeable, is, or on
the happening of an event or the passage of time would be, required to be
redeemed or repurchased (including at the option of the holder thereof) by that
Person or any Subsidiary of that Person, in whole or in part, on or prior to the
last Stated Maturity of the Securities of that series, and (ii) with respect to
any Subsidiary of that Person (including with respect to any Subsidiary of the
Company), any Capital Stock other than any common stock with no preference,
privileges, or redemption or repayment provisions.

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

                                       2
<PAGE>   8

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor statute.

         "GAAP" means generally accepted accounting principles in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, as in effect from time to time.

         "Global Security" of any series means a Security of that Series that is
issued in global form in the name of the Depositary with respect thereto or its
nominee.

         "Government Obligations" means, with respect to a series of Securities,
direct obligations of the government that issues the currency in which the
Securities of the series are payable for the payment of which the full faith and
credit of that government is pledged, or obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of that government, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by that government.

         "Holder" means a Person in whose name a Security is registered.

         "Indebtedness" of any Person means, without duplication, (i) all
indebtedness of that Person for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of that Person or only to a portion
thereof), (ii) all obligations of that Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) all obligations of that Person in
respect of letters of credit or other similar instruments (or reimbursement
obligations with respect thereto), other than standby letters of credit, bid or
performance bonds and other similar obligations issued by or for the account of
that Person in the ordinary course of business, to the extent not drawn or, to
the extent drawn, if that drawing is reimbursed not later than 30 Business Days
following demand for reimbursement, (iv) all obligations of that Person to pay
the deferred and unpaid purchase price of property or services, except trade
payables, advances on contracts and accrued expenses arising in the ordinary
course of business, (v) all Capitalized Lease Obligations of that Person, (vi)
all Indebtedness of others secured by a Lien on any asset of that Person,
whether or not that Indebtedness is assumed by that Person (provided that if the
obligations so secured have not been assumed in full by that Person or are not
otherwise that Person's legal liability in full, then those obligations shall be
deemed to be in an amount equal to the greater of (a) the lesser of (1) the full
amount of those obligations and (2) the fair market value of those assets, as
determined in good faith by the board of directors or other managing body of
that Person and (b) the amount of obligations as have been assumed by that
Person or which are otherwise that Person's legal liability), and (vii) all
guarantees by that Person of or with respect to Indebtedness of others (other
than endorsements in the ordinary course of business), in each case to the
extent of the Indebtedness guaranteed.

         "Indenture" means this Indenture as amended or supplemented from time
to time pursuant to the provisions hereof, and includes the terms of a
particular series of Securities established as contemplated by Section 2.01.

                                        3
<PAGE>   9

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

         "Interest Payment Date," when used with respect to any Security, shall
have the meaning assigned to that term in the Security as contemplated by
Section 2.01.

         "Issue Date" means, with respect to Securities of a series, the date on
which the Securities of that series are originally issued under this Indenture.

         "Junior security" of a Person means, when used with respect to the
Securities of any series, any Qualified Capital Stock of that Person or any
Indebtedness of that Person that is subordinated in right of payment to Senior
Indebtedness of the Company to substantially the same extent as, or to a greater
extent than, the Securities of that series and has no scheduled installment of
principal due, by redemption, sinking fund payment or otherwise, on or prior to
the last Stated Maturity of the Securities of that series.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in any of The City of New York, New York, _______________, New
Orleans, Louisiana or a Place of Payment are authorized or obligated by law,
regulation or executive order to remain closed.

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

         "Officer" means the Chairman of the Board, the President, any Vice
Chairman of the Board, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any
Assistant Secretary of a Person.

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

         "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. That counsel may be an employee of or
counsel to the Company or the Trustee.

         "Original Issue Discount Security" means any Security that provides for
an amount less than the principal amount thereof to be due and payable on a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where, subject to the provisions of Section 4.02, the
principal of, premium (if any) on

                                        4
<PAGE>   10

and interest on the Securities of that series are payable as specified in
accordance with Section 2.01.

         "principal" of a Security means the principal of the Security plus,
when appropriate, the premium, if any, on the Security.

         "Qualified Capital Stock" means any Capital Stock of the Company that
is not Disqualified Capital Stock.

         "Redemption Date" means, with respect to any Security to be redeemed,
the date fixed for that redemption by or pursuant to this Indenture.

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

         "Rule 144A Securities" means Securities of a series designated pursuant
to Section 2.01 as entitled to the benefits of Section 4.03(b).

         "SEC" means the Securities and Exchange Commission.

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

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

         "Senior Indebtedness" of the Company, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 2.01, means (i)
the principal of and premium, if any, and interest on (including interest
accruing or becoming owing prior to or subsequent to the commencement of any
proceeding against or with respect to the Company under any bankruptcy law) and
other amounts due on or in connection with any Indebtedness of the Company,
whether currently outstanding or hereafter incurred, issued or assumed, unless,
by the terms of the instrument creating or evidencing that Indebtedness, it is
provided that such Indebtedness is not superior in right of payment to the
Securities or to other Indebtedness which is pari passu with or subordinated to
the Securities, and (ii) any modifications, refunding, deferrals, renewals or
extensions of any such Indebtedness or securities, notes or other evidences of
Indebtedness issued in exchange for that Indebtedness; provided that in no event
shall "Senior Indebtedness" of the Company include Indebtedness of the Company
for borrowed money owed or owing to any Subsidiary of the Company or any
executive officer or director of the Company.

         "Stated Maturity" means, when used with respect to any Security or any
installment of principal thereof or interest thereon, the date specified in that
Security as the fixed date on which the principal of that Security or that
installment of principal or interest is due and payable.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries,

                                       5
<PAGE>   11

or by the Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock that ordinarily has voting power for the
election of directors, whether at all times or only so long as no senior class
of stock has that voting power by reason of any contingency.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), as in effect on the date hereof.

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

         "Trustee" means the Person named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter "Trustee" means each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series means the Trustee with respect to Securities of
that series.

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

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

         "U.S. Government Obligations" means Government Obligations with respect
to Securities payable in Dollars.

SECTION 1.02 Other Definitions.

<Table>
<Caption>
                                                                     DEFINED
DEFINED TERM                                                       IN SECTION
------------                                                       ----------
<S>                                                                <C>
"Bankruptcy Custodian"..........................................      6.01
"Conversion Event"..............................................      6.01
"covenant defeasance"...........................................      8.01
"Event of Default"..............................................      6.01
"Exchange Rate".................................................      2.11
"Judgment Currency".............................................      6.10
"legal defeasance"..............................................      8.01
"mandatory sinking fund payment"................................      3.09
"optional sinking fund payment".................................      3.09
"Paying Agent"..................................................      2.05
"Payment Default"...............................................     10.02
"Payment Blocking Notice".......................................     10.02
"Registrar".....................................................      2.05
"Required Currency".............................................      6.10
"Successor".....................................................      5.01
</Table>

                                       6
<PAGE>   12

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

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

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

          All terms used in this Indenture that are defined by the TIA, defined
by a TIA reference to another statute or defined by an SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

          (4) words in the singular include the plural, and in the plural
     include the singular;

          (5) provisions apply to successive events and transactions; and

          (6) all references in this instrument to Articles and Sections are
     references to the corresponding Articles and Sections in and of this
     instrument.

                                       7
<PAGE>   13

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.01 Amount Unlimited; Issuable in Series.

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

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

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

          (2) if there is to be a limit, the limit on 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 on registration of transfer of, or in exchange for, or in lieu
     of, other Securities of the series pursuant to Section 2.08, 2.09, 2.12,
     2.17, 3.07 or 9.05 and except for any Securities that, pursuant to Section
     2.04 or 2.17, are deemed never to have been authenticated and delivered
     hereunder); provided, however, that unless otherwise provided in the terms
     of the series, the authorized aggregate principal amount of that series may
     be increased before or after the issuance of any Securities of the series
     by a Board Resolution (or action pursuant to a Board Resolution) to that
     effect;

          (3) whether any Securities of the series are to be issuable initially
     in temporary global form and whether any Securities of the series are to be
     issuable in permanent global form, as Global Securities or otherwise, and,
     if so, whether beneficial owners of interests in any such Global Security
     may exchange those interests for Securities of that series and of like
     tenor of any authorized form and denomination and the circumstances under
     which those exchanges may occur, if other than in the manner provided in
     Section 2.17, and the initial Depositary and Security Custodian, if any,
     for any Global Security or Securities of that series;

          (4) (i) if other than provided herein, the Person to whom any interest
     on Securities of the series shall be payable, and (ii) the manner in which
     any interest payable on a temporary Global Security on any Interest Payment
     Date will be paid if other than in the manner provided in Section 2.14;

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

          (6) the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, whether and
     under what circumstances Additional Amounts with respect to those
     Securities shall be payable, the date or dates from which that interest
     shall accrue, the Interest Payment Dates on which that interest

                                       8
<PAGE>   14
     shall be payable and the record date for the interest payable on any
     Securities on any Interest Payment Date;

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

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

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

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

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

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

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

          (14) if other than the entire principal amount thereof, the portion of
     the principal amount of Securities of the series that shall be payable on
     declaration of acceleration of the Maturity thereof pursuant to Section
     6.02;

                                       9
<PAGE>   15

          (15) any additional means of satisfaction and discharge of this
     Indenture and any additional conditions or limitations to discharge with
     respect to Securities of the series pursuant to Article VIII or any
     modifications of or deletions from those conditions or limitations;

          (16) any deletions or modifications of or additions to the Events of
     Default set forth in Section 6.01 or covenants of the Company set forth in
     Article IV pertaining to the Securities of the series;

          (17) any restrictions or other provisions with respect to the transfer
     or exchange of Securities of the series, which may amend, supplement,
     modify or supersede those contained in this Article II;

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

          (19) if the Securities of the series are to be entitled to the benefit
     of Section 4.03(b) (and accordingly constitute Rule 144A Securities);

          (20) any modifications to, or qualifications contemplated by, the
     definition of "Designated Senior Indebtedness," any modifications to the
     definition of "Senior Indebtedness" of the Company or any modifications to
     Article X or the other provisions regarding subordination with respect to
     the Securities of that series; and

          (21) any other terms of the series (which terms shall not be
     prohibited by the provisions of this Indenture).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 2.03) set
forth, or determined in the manner provided, in the Officers' Certificate or
Company Order referred to above or in any such indenture supplemental hereto.

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

          The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article X.

                                       10
<PAGE>   16

SECTION 2.02 Denominations.

          The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 2.01. In the absence of any
such provisions with respect to the Securities of any series, the Securities of
that series denominated in Dollars shall be issuable in denominations of $1,000
and any integral multiples thereof.

SECTION 2.03 Forms Generally.

          The Securities of each series shall be in fully registered form and in
substantially the form or forms (including temporary or permanent global form)
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto. The Securities may have notations, legends or endorsements
required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which
the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). A copy of the
Board Resolution establishing the form or forms of Securities of any series
shall be delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.04 for the authentication and delivery of those
Securities.

          The definitive Securities 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 those Securities, as
evidenced by their execution thereof.

          The Trustee's certificate of authentication shall be in substantially
the following form:

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

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

                                       By:
                                           -------------------------------------
                                                     Authorized Officer".

SECTION 2.04 Execution, Authentication, Delivery and Dating.

          Two Officers of the Company shall sign the Securities of each series
on behalf of the Company by manual or facsimile signature. The Company's seal,
if any, shall be impressed, affixed, imprinted or reproduced on the Securities
and may be in facsimile form.

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

          A Security shall not be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose until authenticated by the manual
signature of an authorized signatory of the Trustee, which signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture. Notwithstanding the foregoing, if any Security has been

                                       11
<PAGE>   17

authenticated and delivered hereunder but never issued and sold by the Company,
and the Company delivers that Security to the Trustee for cancellation as
provided in Section 2.13 together with a written statement (which need not
comply with Section 11.05 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture that Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall authenticate
and deliver those Securities for original issue on a Company Order for the
authentication and delivery of those Securities or pursuant to such procedures
reasonably acceptable to the Trustee as may be specified from time to time by
Company Order. That order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is to be
authenticated, the name or names of the initial Holder or Holders and any other
terms of the Securities of that series not otherwise determined. If provided for
in those procedures, that Company Order may authorize (1) authentication and
delivery of Securities of that series for original issue from time to time, with
certain terms (including, without limitation, the Maturity date or dates,
original issue date or dates and interest rate or rates) that differ from
Security to Security and (2) may authorize authentication and delivery pursuant
to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.

          If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating those Securities, and accepting the additional
responsibilities under this Indenture in relation to those Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 11.04), and (subject to
Section 7.01) shall be fully protected in relying on,

          (a) an Officers' Certificate setting forth the Board Resolution and,
     if applicable, an appropriate record of any action taken pursuant thereto,
     as contemplated by the last paragraph of Section 2.01; and

          (b) an Opinion of Counsel to the effect that:

               (i) if the form of those Securities has been established by or
          pursuant to Board Resolution, as is permitted by Section 2.01, that
          such form has been established in conformity with the provisions of
          this Indenture;

               (ii) if the terms of those Securities have been established by or
          pursuant to Board Resolution, as is permitted by Section 2.01, that
          such terms have been established in conformity with the provisions of
          this Indenture; and

               (iii) those Securities, when authenticated and delivered by the
          Trustee and issued by the Company in the manner and subject to any
          conditions specified in that Opinion of Counsel, will constitute valid
          and binding obligations of the

                                       12
<PAGE>   18

          Company, enforceable against the Company in accordance with their
          terms, except as the enforceability thereof may be limited by
          applicable bankruptcy, insolvency, reorganization, moratorium,
          fraudulent conveyance or other similar laws in effect from time to
          time affecting the rights of creditors generally, and the application
          of general principles of equity (regardless of whether that
          enforceability is considered in a proceeding in equity or at law).

          If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate and Opinion of
Counsel at the time of issuance of each such Security, but that Officers'
Certificate and Opinion of Counsel shall be delivered at or before the time of
issuance of the first Security of the series to be issued.

          The Trustee shall not be required to authenticate those Securities if
the issuance of those Securities pursuant to this Indenture would affect the
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner not reasonably acceptable to the Trustee.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless limited by the terms of that
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by that agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company.

          Each Security shall be dated the date of its authentication.

SECTION 2.05 Registrar and Paying Agent.

          The Company shall maintain an office or agency for each series of
Securities where Securities of that series may be presented for registration of
transfer or exchange ("Registrar") and an office or agency where Securities of
that series may be presented for payment ("Paying Agent"). The Registrar shall
keep a register of the Securities of that series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar, and
the term "Paying Agent" includes any additional paying agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to that Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent.

                                       13
<PAGE>   19

SECTION 2.06 Paying Agent to Hold Money in Trust.

          With respect to each series of Securities, the Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders of Securities of that series
or the Trustee all money held by the Paying Agent for the payment of principal
of, premium, if any, or interest on or any Additional Amounts with respect to
Securities of that series and will notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. Upon payment over to the Trustee and upon accounting for any
funds disbursed, the Paying Agent (if other than the Company or a Subsidiary of
the Company) shall have no further liability for the money. If the Company or a
Subsidiary of the Company acts as Paying Agent with respect to a series of
Securities, it shall segregate and hold in a separate trust fund for the benefit
of the Holders of Securities of that series all money held by it as Paying
Agent. Each Paying Agent shall otherwise comply with TIA Section 317(b).

SECTION 2.07 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of each series of Securities and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar with respect to a series of
Securities, the Company shall furnish to the Trustee at least five Business Days
before each Interest Payment Date with respect to that series of Securities, and
at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of the Securities of that series, and the Company shall
otherwise comply with TIA Section 312(a).

SECTION 2.08 Transfer and Exchange.

          Except as set forth in Section 2.17 or as may be provided pursuant to
Section 2.01, when Securities of any series are presented to the Registrar with
the request to register the transfer of those Securities or to exchange those
Securities for an equal principal amount of Securities of the same series of
like tenor and of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for those transactions are met; provided,
however, that the Securities presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form reasonably satisfactory to the Registrar duly
executed by the Holder thereof or by his attorney, duly authorized in writing,
on which instruction the Registrar can rely.

          To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Securities at the Registrar's written
request and submission of the Securities (other than Global Securities). No
service charge shall be made to a Holder for any registration of transfer or
exchange (except as otherwise expressly permitted herein), but the Company may
require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than such transfer
tax or similar

                                       14
<PAGE>   20

governmental charge payable on exchanges pursuant to Section 2.12, 3.07 or
9.05). The Trustee shall authenticate Securities in accordance with the
provisions of Section 2.04. Notwithstanding any other provisions of this
Indenture to the contrary, the Company shall not be required to register the
transfer or exchange of (a) any Security selected for redemption in whole or in
part pursuant to Article III, except the unredeemed portion of any Security
being redeemed in part or (b) any Security during the period beginning 15
Business Days before the mailing of notice of any offer to repurchase Securities
of the series required pursuant to the terms thereof or of redemption of
Securities of a series to be redeemed and ending at the close of business on the
date of mailing.

SECTION 2.09 Replacement Securities.

          If any mutilated Security is surrendered to the Trustee, or if the
Holder of a Security claims that the Security has been destroyed, lost or stolen
and the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of that Security, the Company shall issue and the
Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay that Security. If
required by the Trustee or the Company, the Holder must furnish an indemnity
bond that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss that any of them may suffer if a Security is replaced. The Company and the
Trustee may charge the Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

SECTION 2.10 Outstanding Securities.

          The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

          If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If the principal amount of any Security is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

          A Security does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Security.

SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury
Securities.

          In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, amendment, supplement, waiver or
consent, (a) the principal

                                       15

<PAGE>   21

amount of an Original Issue Discount Security shall be the principal amount
thereof that would be due and payable as of the date of that determination upon
acceleration of the Maturity thereof pursuant to Section 6.02, (b) the principal
amount of a Security denominated in a foreign currency shall be the Dollar
equivalent, as determined by the Company by reference to the noon buying rate in
The City of New York for cable transfers for that currency, as that rate is
certified for customs purposes by the Federal Reserve Bank of New York (the
"Exchange Rate") on the date of original issuance of that Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent, as determined by the Company by reference to the Exchange
Rate on the date of original issuance of that Security, of the amount determined
as provided in (a) above), of that Security and (c) Securities owned by the
Company or any other obligor on the Securities or any Affiliate of the Company
or of that other obligor shall be disregarded, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, amendment, supplement, waiver or consent, only Securities that the
Trustee actually knows are so owned shall be so disregarded.

SECTION 2.12 Temporary Securities.

          Until definitive Securities of any series are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities.
Temporary Securities shall be substantially in the form of definitive
Securities, but may have variations that the Company considers appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary
Securities. Until so exchanged, the temporary Securities shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13 Cancellation.

          The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange,
payment or redemption or for credit against any sinking fund payment. The
Trustee shall cancel all Securities surrendered for registration of transfer,
exchange, payment, redemption, replacement or cancellation or for credit against
any sinking fund. Unless the Company shall direct in writing that canceled
Securities be returned to it, after written notice to the Company all canceled
Securities held by the Trustee shall be disposed of in accordance with the usual
disposal procedures of the Trustee, and the Trustee shall maintain a record of
their disposal. The Company may not issue new Securities to replace Securities
that have been paid or that have been delivered to the Trustee for cancellation.

SECTION 2.14 Payments; Defaulted Interest.

          Unless otherwise provided as contemplated by Section 2.01 with respect
to the Securities of any series, interest (except defaulted interest) on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Persons who are registered Holders of
that Security at the close of business on the record date next preceding that
Interest Payment Date, even if those Securities are canceled after that record
date and on or before that Interest Payment Date. Unless otherwise provided with
respect to the Securities of any series, the Company will pay the principal of,
premium (if any) and interest on

                                       16
<PAGE>   22

and any Additional Amounts with respect to the Securities in Dollars. Those
amounts shall be payable at the offices of the Trustee, provided that at the
option of the Company, the Company may pay those amounts (1) by wire transfer
with respect to Global Securities or (2) by check payable in that money mailed
to a Holder's registered address with respect to any Securities.

          If the Company defaults in a payment of interest on the Securities of
any series, it shall pay the defaulted interest in any lawful manner plus, to
the extent lawful, interest on the defaulted interest, in each case at the rate
provided in the Securities of that series and in Section 4.01. The Company may
pay the defaulted interest to the Persons who are Holders on a subsequent
special record date. At least 15 days before any special record date selected by
the Company, the Company (or the Trustee, in the name of and at the expense of
the Company upon 20 days' prior written notice from the Company setting forth
that record date and the interest amount to be paid) shall mail to Holders of
any such series of Securities a notice that states the special record date, the
related payment date and the amount of that interest to be paid.

SECTION 2.15 Persons Deemed Owners.

          The Company, the Trustee, any Agent and any authenticating agent may
treat the Person in whose name any Security is registered as the owner of that
Security for the purpose of receiving payments of principal of, premium (if any)
or interest on, or any Additional Amounts with respect to that Security and for
all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary.

SECTION 2.16 Computation of Interest.

          Except as otherwise specified as contemplated by Section 2.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

SECTION 2.17 Global Securities; Book-Entry Provisions.

          If Securities of a series are issuable in global form as a Global
Security, as contemplated by Section 2.01, then, notwithstanding clause (10) of
Section 2.01 and the provisions of Section 2.02, any such Global Security shall
represent those of the outstanding Securities of that series as shall be
specified therein and may provide that it shall represent the aggregate amount
of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in that Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for that Security, from that
Depositary or its nominee on behalf of any Person having a beneficial interest
in that Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified in that

                                       17
<PAGE>   23

Security or in the applicable Company Order. With respect to the Securities of
any series that are represented by a Global Security, the Company authorizes the
execution and delivery by the Trustee of a letter of representations or other
similar agreement or instrument in the form customarily provided for by the
Depositary appointed with respect to that Global Security. Any Global Security
may be deposited with the Depositary or its nominee, or may remain in the
custody of the Trustee or the Security Custodian therefor pursuant to a FAST
Balance Certificate Agreement or similar agreement between the Trustee and the
Depositary. If a Company Order has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 11.05 and need not be accompanied by an Opinion of Counsel.

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

          Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of that Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities of any series shall be transferred to all
beneficial owners of a Global Security of that series in exchange for their
beneficial interests in that Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for that Global Security and a successor Depositary is not appointed
by the Company within 90 days of that notice, (2) an Event of Default has
occurred with respect to that series and is continuing and the Registrar has
received a request from the Depositary to issue Securities of that series in
lieu of all or a portion of that Global Security (in which case the Company
shall deliver Securities of that series within 30 days of that request) or (3)
the Company determines not to have the Securities of that series represented by
a Global Security.

          In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company shall execute, and the Trustee on receipt of a
Company Order for

                                       18
<PAGE>   24

the authentication and delivery of Securities shall authenticate and deliver,
one or more Securities of the same series of like tenor and amount.

          In connection with the transfer of all the beneficial interests in a
Global Security of any series to beneficial owners pursuant to this Section
2.17, the Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the Global Security, an equal aggregate principal
amount of Securities of that series of authorized denominations.

          Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities by the Depositary, or for maintaining, supervising or reviewing
any records of the Depositary relating to those Securities. Neither the Company
nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such
Person may conclusively rely on, and shall be protected in relying on,
instructions from that Global Security Holder or the Depositary for all purposes
(including with respect to the registration and delivery, and the respective
principal amounts, of the Securities to be issued).

          The provisions of the last sentence of the third paragraph of Section
2.04 shall apply to any Global Security if that Global Security was never issued
and sold by the Company and the Company delivers to the Trustee the Global
Security together with written instructions (which need not comply with Section
11.05 and need not be accompanied by an Opinion of Counsel) with regard to the
cancellation or reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of the third paragraph of Section 2.04.

          Notwithstanding the provisions of Sections 2.03 and 2.14, unless
otherwise specified as contemplated by Section 2.01 with respect to Securities
of any series, payment of principal of and premium (if any) and interest on and
any Additional Amounts with respect to any Global Security shall be made to the
Person or Persons specified therein.

                                  ARTICLE III
                                   REDEMPTION

SECTION 3.01 Applicability of Article.

          Securities of any series that are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

SECTION 3.02 Notice to the Trustee.

          If the Company elects to redeem Securities of any series pursuant to
this Indenture, it shall notify the Trustee of the Redemption Date and principal
amount of Securities of that series to be redeemed. The Company shall so notify
the Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee) by delivering to the Trustee an Officers'
Certificate stating that the redemption will comply with the provisions of

                                       19
<PAGE>   25

this Indenture and of the Securities of that series. Any such notice may be
canceled at any time prior to the mailing of that notice of redemption to any
Holder of the Securities of that series and shall thereupon be void and of no
effect.

SECTION 3.03 Selection of Securities To Be Redeemed.

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of that series of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the outstanding
Securities of that series (and tenor) not previously called for redemption,
either pro rata, by lot or by such other method as the Trustee shall deem fair
and appropriate. That redemption may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of that series of a denomination larger than the minimum authorized denomination
for Securities of that series or of the principal amount of Global Securities of
that series.

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

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

SECTION 3.04 Notice of Redemption.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities of a series to be redeemed, at the address of
that Holder appearing in the register of Securities for that series maintained
by the Registrar.

          All notices of redemption shall identify the Securities to be redeemed
and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) that, unless the Company defaults in making the redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the Redemption Date, and the only remaining right of the Holders
     of those Securities is to receive payment of the Redemption Price on
     surrender to the Paying Agent of the Securities redeemed;

          (4) if any Security is to be redeemed in part, the portion of the
     principal amount thereof to be redeemed and that on and after the
     Redemption Date, on surrender

                                       20
<PAGE>   26

     for cancellation of that Security to the Paying Agent, a new Security or
     Securities in the aggregate principal amount equal to the unredeemed
     portion thereof will be issued without charge to the Holder;

          (5) that Securities called for redemption must be surrendered to the
     Paying Agent to collect the Redemption Price and the name and address of
     the Paying Agent;

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

          (7) the CUSIP number, if any, relating to those Securities.

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

SECTION 3.05 Effect of Notice of Redemption.

          Once notice of redemption is mailed, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price. Upon
surrender to the Paying Agent, those Securities called for redemption shall be
paid at the Redemption Price, but interest installments whose maturity is on or
prior to that Redemption Date will be payable on the relevant Interest Payment
Dates to the Holders of record at the close of business on the relevant record
dates specified pursuant to Section 2.01.

SECTION 3.06 Deposit of Redemption Price.

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or the Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and any Additional Amounts with respect to, the Securities or portions thereof
which are to be redeemed on that date, other than Securities or portions thereof
called for redemption on that date which have been delivered by the Company to
the Trustee for cancellation.

          If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of that Redemption Price, interest on the
Securities to be redeemed will cease to accrue on and after the applicable
Redemption Date, whether or not those Securities are presented for payment, and
the Holders of those Securities shall have no further rights with respect to
those Securities except for the right to receive the Redemption Price on
surrender of those Securities. If any Security called for redemption shall not
be so paid on surrender thereof for redemption, the principal of and premium, if
any, any Additional Amounts, and, to the extent lawful, accrued interest thereon
shall, until paid, bear interest from the Redemption Date at the rate specified
pursuant to Section 2.01 or provided in the Securities or, in the case of
Original Issue Discount Securities, their initial yield to maturity.

                                       21
<PAGE>   27

SECTION 3.07 Securities Redeemed or Purchased in Part.

          Upon surrender to the Paying Agent of a Security to be redeemed in
part, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of that Security without service charge a new Security or
Securities, of the same series and of any authorized denomination as requested
by that Holder in aggregate principal amount equal to, and in exchange for, the
unredeemed portion of the principal of the Security so surrendered that is not
redeemed.

SECTION 3.08 Purchase of Securities.

          Unless otherwise specified as contemplated by Section 2.01, the
Company and any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Any such
acquisition shall not operate as or be deemed for any purpose to be a redemption
of the indebtedness represented by those Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee for cancellation and, on
that cancellation, the indebtedness represented thereby shall be deemed to be
satisfied. Section 2.13 shall apply to all Securities so delivered.

SECTION 3.09 Mandatory and Optional Sinking Funds.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of the minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." Unless otherwise provided by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.10. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of that series and by this Article III.

SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.

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

SECTION 3.11 Redemption of Securities for Sinking Fund.

          Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing

                                       22
<PAGE>   28

sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, that is to be satisfied by payment of cash and the
portion thereof, if any, that is to be satisfied by delivery of or by crediting
Securities of that series pursuant to Section 3.10 and will also deliver to the
Trustee any Securities to be so delivered. Failure of the Company to timely
deliver that Officers' Certificate and Securities specified in this paragraph,
if any, shall not constitute a default but shall constitute the election of the
Company (i) that the mandatory sinking fund payment for that series due on the
next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of that series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
that series as provided in this Section.

          If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, that cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of that series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If that amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request, then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available. Not less than 30 days before each such sinking fund
payment date, the Trustee shall select the Securities to be redeemed on that
sinking fund payment date in the manner specified in Section 3.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 3.04. That notice having been
duly given, the redemption of those Securities shall be made on the terms and in
the manner stated in Sections 3.05, 3.06 and 3.07.

                                   ARTICLE IV
                                    COVENANTS

SECTION 4.01 Payment of Securities.

          The Company shall pay the principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of each series on
the dates and in the manner provided in the Securities of that series and in
this Indenture. Principal, premium, interest and any Additional Amounts shall be
considered paid on the date due if the Paying Agent, other than the Company or a
Subsidiary of the Company, holds on that date money deposited by the Company
designated for and sufficient to pay all principal, premium (if any), interest
and any Additional Amounts then due.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal of and premium (if
any) on Securities of any series, at a rate equal to the then applicable
interest rate on the Securities of that series to the extent lawful; and it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest on and any overdue payments
of

                                       23
<PAGE>   29

Additional Amounts with respect to Securities of that series (without regard to
any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02 Maintenance of Office or Agency.

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency (which may be an office of the Trustee, the
Registrar or the Paying Agent) where Securities of that series may be presented
for registration of transfer or exchange, where Securities of that series may be
presented for payment and where notices and demands to or on the Company in
respect of the Securities of that series and this Indenture may be served.
Unless otherwise designated by the Company by written notice to the Trustee,
that office or agency shall be the office of the Trustee in The City of New
York, which on the date hereof is located at ____________________. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of that office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, those presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

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

SECTION 4.03 SEC Reports; Financial Statements.

          (a) The Company shall file with the Trustee, within 15 days after it
     files the same with the SEC, copies of the annual reports and the
     information, documents and other reports (or copies of those portions of
     any of the foregoing as the SEC may by rules and regulations prescribe)
     that the Company is required to file with the SEC pursuant to Section 13 or
     15(d) of the Exchange Act. The Company shall also comply with the
     provisions of TIA Section 314(a).

          (b) If the Company is not subject to the requirements of Section 13 or
     15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule
     144A Securities and prospective purchasers of Rule 144A Securities
     designated by the Holders of Rule 144A Securities, promptly on their
     request, the information required to be delivered pursuant to Rule
     144A(d)(4) promulgated under the Securities Act of 1933, as amended.

SECTION 4.04 Compliance Certificate.

          (a) The Company shall deliver to the Trustee, within 120 days after
     the end of each fiscal year of the Company, a statement signed by an
     Officer of the Company, which need not constitute an Officers' Certificate,
     complying with TIA Section 314(a)(4) and stating that, in the course of
     performance by the signing Officer of the Company of his or her duties as
     such Officer of the Company, he or she would normally obtain knowledge

                                       24
<PAGE>   30

     of the keeping, observing, performing and fulfilling by the Company of its
     obligations under this Indenture, and further stating that, to the best of
     his or her knowledge, the Company has kept, observed, performed and
     fulfilled each and every covenant contained in this Indenture and is not in
     default in the performance or observance of any of the terms, provisions
     and conditions hereof (or, if a Default or Event of Default shall have
     occurred, describing all such Defaults or Events of Default of which that
     Officer may have knowledge and what action the Company is taking or
     proposes to take with respect thereto).

          (b) The Company shall, so long as Securities of any series are
     outstanding, deliver to the Trustee, promptly on any Officer of the Company
     becoming aware of any Default or Event of Default under this Indenture, an
     Officers' Certificate specifying that Default or Event of Default and what
     action the Company is taking or proposes to take with respect thereto.

SECTION 4.05 Existence.

          Subject to Article V hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its existence
and the existence of each of its Subsidiaries and all rights (charter and
statutory) of the Company and its Subsidiaries, provided that the Company shall
not be required to preserve the existence of any Subsidiary of the Company or
any such right if the Company shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company and its
Subsidiaries taken as a whole and that the loss thereof would not have a
material adverse effect on the business, operations, assets or financial
condition of the Company and its Subsidiaries taken as a whole and would not
have any material adverse effect on the payment and performance of the
obligations of the Company under the Securities and this Indenture.

SECTION 4.06 Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.07 Additional Amounts.

          If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of that
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of or
any premium or interest on, or in respect of, any Security of any

                                       25
<PAGE>   31

series or the net proceeds received from the sale or exchange of any Security of
any series, that mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 4.07 to the extent that, in that
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 4.07, and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
that express mention is not made.

          Unless otherwise provided pursuant to Section 2.01 with respect to
Securities of any series, if the Securities of a series provide for the payment
of Additional Amounts, at least ten days prior to the first Interest Payment
Date with respect to that series of Securities (or if the Securities of that
series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least ten days prior to
each date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company shall furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether that payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then that Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on those payments to those Holders of Securities, and the Company will pay to
that Paying Agent the Additional Amounts required by this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for and to hold them
harmless against any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section 4.07.

                                   ARTICLE V
                                   SUCCESSORS

SECTION 5.01 Limitations on Mergers, Consolidations and Other Transactions.

          The Company shall not, in any transaction or series of related
transactions, consolidate with any other Person into, or merge into, any other
Person, or sell, lease, convey, transfer or otherwise dispose of its assets
substantially as an entirety to any Person, unless:

          (1) the Person formed by that consolidation or into which the Company
     is merged, or to which that sale, lease, conveyance, transfer or other
     disposition shall be made (collectively, the "Successor"), expressly
     assumes by supplemental indenture the due and punctual payment of the
     principal of (and premium, if any) and interest on and Additional Amounts
     with respect to all the Securities and the performance of the Company's
     covenants and obligations under this Indenture and the Securities;

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

                                       26
<PAGE>   32

          (3) the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that the transaction and that
     supplemental indenture comply with this Indenture.

SECTION 5.02 Successor Person Substituted.

          Upon any consolidation or merger of the Company or any sale, lease,
conveyance, transfer or other disposition of the assets of the Company
substantially as an entirety in accordance with Section 5.01, any Successor
formed by that consolidation or into or with which the Company is merged or to
which that sale, lease, conveyance, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Company under this Indenture and the Securities with the same effect as if
that Successor had been named as the Company herein and the predecessor Company,
in the case of a sale, conveyance, transfer or other disposition, shall be
released from all obligations under this Indenture and the Securities.

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

          Unless either inapplicable to a particular series or specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing that series of Securities or in the form of Security for
that series, an "Event of Default," wherever used herein with respect to
Securities of any series, occurs if:

          (1) the Company defaults in the payment of interest on or any
     Additional Amounts with respect to any Security of that series when the
     same becomes due and payable and that default continues for a period of 30
     days;

          (2) the Company defaults in the payment of (A) the principal of any
     Security of that series at its Maturity or (B) premium (if any) on any
     Security of that series when the same becomes due and payable;

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

          (4) the Company fails to comply with any of its other covenants or
     agreements in, or provisions of, the Securities of that series or this
     Indenture (other than an agreement, covenant or provision that has
     expressly been included in this Indenture solely for the benefit of one or
     more series of Securities other than that series) which shall not have been
     remedied within the specified period after written notice, as specified in
     the last paragraph of this Section 6.01;

          (5) the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A) commences a voluntary case,

                                       27
<PAGE>   33

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

               (C) consents to the appointment of a Bankruptcy Custodian of it
          or for all or substantially all of its property, or

               (D) makes a general assignment for the benefit of its creditors;

          (6) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that remains unstayed and in effect for 90 days and
     that:

               (A) is for relief against the Company as debtor in an involuntary
          case,

               (B) appoints a Bankruptcy Custodian of the Company or a
          Bankruptcy Custodian for all or substantially all of the property of
          the Company, or

               (C) orders the liquidation of the Company; or

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

          The term "Bankruptcy Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

          The Trustee shall not be deemed to know or have notice of a Default
unless a Trust Officer at the Corporate Trust Office of the Trustee receives
written notice at the Corporate Trust Office of the Trustee of that Default with
specific reference to that Default.

          When a Default is cured, it ceases.

          Notwithstanding the foregoing provisions of this Section 6.01, if the
principal of, premium (if any) or interest on or Additional Amounts with respect
to any Security is payable in a currency or currencies (including a composite
currency) other than Dollars and such currency or currencies are not available
to the Company for making payment thereof due to the imposition of exchange
controls or other circumstances beyond the control of the Company (a "Conversion
Event"), the Company will be entitled to satisfy its obligations to Holders of
the Securities by making that payment in Dollars in an amount equal to the
Dollar equivalent of the amount payable in such other currency, as determined by
the Company by reference to the Exchange Rate on the date of that payment, or,
if that rate is not then available, on the basis of the most recently available
Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01,
any payment made under such circumstances in Dollars where the required payment
is in a currency other than Dollars will not constitute an Event of Default
under this Indenture.

          Promptly after the occurrence of a Conversion Event, the Company shall
give written notice thereof to the Trustee; and the Trustee, promptly after
receipt of that notice, shall give notice thereof in the manner provided in
Section 11.02 to the Holders. Promptly after the making of any payment in
Dollars as a result of a Conversion Event, the Company shall give

                                       28
<PAGE>   34

notice in the manner provided in Section 11.02 to the Holders, setting forth the
applicable Exchange Rate and describing the calculation of those payments.

          A Default under clause (4) or (7) of this Section 6.01 is not an Event
of Default until the Trustee notifies the Company, or the Holders of at least
25% in principal amount of the then outstanding Securities of the series
affected by that Default (or, in the case of a Default under clause (4) of this
Section 6.01, if outstanding Securities of other series are affected by that
Default, then at least 25% in principal amount of the then outstanding
Securities so affected) notify the Company and the Trustee, of the Default, and
the Company fails to cure the Default within 90 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

SECTION 6.02 Acceleration.

          If an Event of Default with respect to any Securities of any series at
the time outstanding (other than an Event of Default specified in clause (5) or
(6) of Section 6.01 hereof) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in principal amount of the then
outstanding Securities of the series affected by that default (or, in the case
of an Event of Default described in clause (4) of Section 6.01, if outstanding
Securities of other series are affected by that Default, then at least 25% in
principal amount of the then outstanding Securities so affected) by notice to
the Company and the Trustee, may declare the principal of (or, if any of those
Securities are Original Issue Discount Securities, that portion of the principal
amount as may be specified in the terms of that series) and all accrued and
unpaid interest on all then outstanding Securities of that series or of all
series, as the case may be, to be due and payable. Upon any such declaration,
the amounts due and payable on those Securities shall be due and payable
immediately. If an Event of Default specified in clause (5) or (6) of Section
6.01 hereof occurs, those amounts shall ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee or any Holder. The Holders of a majority in principal amount of the then
outstanding Securities of the series affected by that default or all series, as
the case may be, by written notice to the Trustee may rescind an acceleration
and its consequences (other than nonpayment of principal of or premium or
interest on or any Additional Amounts with respect to the Securities) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default with respect to Securities of that series (or of all series,
as the case may be) have been cured or waived, except nonpayment of principal,
premium, interest or any Additional Amounts that has become due solely because
of the acceleration.

SECTION 6.03 Other Remedies.

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of, or premium, if any, or interest on the Securities of
that series or to enforce the performance of any provision of the Securities of
that series or this Indenture.

          The Trustee may maintain a proceeding with respect to Securities of
any series even if it does not possess any of the Securities of that series or
does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder in exercising any right or

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<PAGE>   35

remedy accruing on an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04 Waiver of Defaults.

          Subject to Sections 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Securities of any series or of all
series (acting as one class) by notice to the Trustee may waive an existing or
past Default or Event of Default with respect to that series or all series, as
the case may be, and its consequences (including waivers obtained in connection
with a tender offer or exchange offer for Securities of that series or all
series or a solicitation of consents in respect of Securities of that series or
all series, provided that in each case that offer or solicitation is made to all
Holders of then outstanding Securities of that series or all series (but the
terms of that offer or solicitation may vary from series to series)), except (1)
a continuing Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on or any Additional Amounts with respect to any
Security or (2) a continued Default in respect of a provision that under Section
9.02 cannot be amended or supplemented without the consent of each Holder
affected. Upon any such waiver, that Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05 Control by Majority.

          With respect to Securities of any series, the Holders of a majority in
principal amount of the then outstanding Securities of that series may direct in
writing the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on it
relating to or arising under an Event of Default described in clause (1), (2),
(3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a
majority in principal amount of all the then outstanding Securities affected may
direct in writing the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or
this Indenture, that the Trustee determines may be unduly prejudicial to the
rights of other Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with that direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion from Holders directing the Trustee against all
losses and expenses caused by taking or not taking that action.

SECTION 6.06 Limitations on Suits.

          Subject to Section 6.07 hereof, a Holder of a Security of any series
may pursue a remedy with respect to this Indenture or the Securities of that
series only if:

          (1) the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to that series;

                                       30
<PAGE>   36

          (2) the Holders of at least 25% in principal amount of the then
     outstanding Securities of that series make a written request to the Trustee
     to pursue the remedy;

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

          (4) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of indemnity; and

          (5) during that 60-day period, the Holders of a majority in principal
     amount of the Securities of that series do not give the Trustee a direction
     inconsistent with the request.

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

SECTION 6.07 Rights of Holders to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Security to receive payment of principal of and premium, if any,
and interest on and any Additional Amounts with respect to that Security, on or
after the respective due dates expressed in that Security, or to bring suit for
the enforcement of any such payment on or after those respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.

SECTION 6.08 Collection Suit by Trustee.

          If an Event of Default specified in clause (1) or (2) of Section 6.01
hereof occurs and is continuing with respect to Securities of any series, the
Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company for the amount of principal, premium (if any),
interest and any Additional Amounts remaining unpaid on the Securities of that
series, and interest on overdue principal and premium, if any, and, to the
extent lawful, interest on overdue interest, and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.09 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceeding
relative to the Company or its creditors or properties and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any Bankruptcy Custodian in any such
judicial proceeding is hereby authorized by each Holder to make those payments
to the Trustee, and in the event that the Trustee shall consent to the making of
those payments directly to the Holders, to pay to the Trustee any amount due to
it for the

                                       31
<PAGE>   37

reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section
7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders of the Securities may
be entitled to receive in that proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article VI, subject
to Article X, it shall pay out the money in the following order:

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

          Second: to Holders for amounts due and unpaid on the Securities in
respect of which or for the benefit of which that money has been collected, for
principal, premium (if any), interest and any Additional Amounts ratably,
without preference or priority of any kind, according to the amounts due and
payable on those Securities for principal, premium (if any), interest and any
Additional Amounts, respectively; and

          Third: to the Company.

          The Trustee, on prior written notice to the Company, may fix record
dates and payment dates for any payment to Holders pursuant to this Article VI.

          To the fullest extent allowed under applicable law, if for the purpose
of obtaining a judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, premium (if any) or interest
on or Additional Amounts with respect to the Securities of any series (the
"Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the New York
Business Day next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Securities under this Section 6.10
caused by a change in exchange rates between the time the amount of a judgment
against it is calculated as above and the time the Trustee converts the Judgment
Currency into the Required Currency to make payments under this Section to
Holders of Securities, but payment of that judgment shall discharge all amounts
owed by the Company on the claim or claims underlying that judgment.

                                       32
<PAGE>   38

SECTION 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the then outstanding Securities of any series.

                                  ARTICLE VII
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

          (1) the Trustee need perform only those duties that are specifically
     set forth in this Indenture and no others, and no implied covenants or
     obligations shall be read into this Indenture against the Trustee; and

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, on certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine those certificates and opinions to determine
     whether, on their face, they appear to conform to the requirements of this
     Indenture.

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

          (1) this paragraph does not limit the effect of Section 7.01(b);

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

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

                                       33
<PAGE>   39

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee may refuse to perform
any duty or exercise any right or power unless it receives indemnity reasonably
satisfactory to it against any loss, liability or expense.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law. All money received by the Trustee with respect to
Securities of any series shall, until applied as herein provided, be held in
trust for the payment of the principal of, premium (if any) and interest on and
Additional Amounts with respect to the Securities of that series.

SECTION 7.02 Rights of Trustee.

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

          (b) Before the Trustee acts or refrains from acting, it may require
     instruction, an Officers' Certificate or an Opinion of Counsel or both to
     be provided. The Trustee shall not be liable for any action it takes or
     omits to take in good faith in reliance on that instruction, Officers'
     Certificate or Opinion of Counsel. The Trustee may consult with counsel,
     and the written advice of that counsel or any Opinion of Counsel shall be
     full and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in reliance
     thereon.

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

          (d) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it believes to be authorized or within its
     rights or powers conferred on it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
     demand, request, direction or notice from the Company shall be sufficient
     if signed by an Officer of the Company.

SECTION 7.03 May Hold Securities.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or any of
its Affiliates with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights and duties. However, the Trustee is
subject to Sections 7.10 and 7.11.

                                       34
<PAGE>   40

SECTION 7.04 Trustee's Disclaimer.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities; it shall not be accountable for the Company's
use of the proceeds from the Securities or any money paid to the Company or upon
the Company's direction under any provision hereof; it shall not be responsible
for the use or application of any money received by any Paying Agent other than
the Trustee; and it shall not be responsible for any statement or recital herein
or any statement in the Securities other than its certificate of authentication.

SECTION 7.05 Notice of Defaults.

          If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and it is known to the Trustee, the Trustee
shall mail to Holders of Securities of that series a notice of the Default or
Event of Default within 90 days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the
Securities of that series, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Holders of Securities of that series.

SECTION 7.06 Reports by Trustee to Holders.

          Within 60 days after each May 15 of each year after the execution of
this Indenture, the Trustee shall mail to Holders of a series and the Company a
brief report dated as of that reporting date that complies with TIA Section
313(a); provided, however, that if no event described in TIA Section 313(a) has
occurred within the twelve months preceding the reporting date with respect to a
series, no report need be transmitted to Holders of that series. The Trustee
also shall comply with TIA Section 313(b). The Trustee shall also transmit by
mail all reports if and as required by TIA Sections 313(c) and 313(d).

          A copy of each report at the time of its mailing to Holders of a
series of Securities shall be filed by the Company with the SEC and each
securities exchange, if any, on which the Securities of that series are listed.
The Company shall notify the Trustee if and when any series of Securities is
listed on any stock exchange.

SECTION 7.07 Compensation and Indemnity.

          The Company agrees to pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company agrees to reimburse the Trustee on
request for all reasonable disbursements, advances and expenses incurred by it.
Those expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

          The Company hereby indemnifies the Trustee against any loss, liability
or expense incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, except as set forth in the
next paragraph. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend

                                       35
<PAGE>   41

the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel, and the Company shall pay the reasonable fees and expenses of
that counsel. The Company need not pay for any settlement made without its
consent.

          The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through
negligence or bad faith.

          To secure the payment obligations of the Company in this Section 7.07,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal of,
premium (if any) and interest on and any Additional Amounts with respect to the
Securities of any series. That lien shall survive the satisfaction and discharge
of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

SECTION 7.08 Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only on the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

          The Trustee may resign and be discharged at any time with respect to
the Securities of one or more series by so notifying the Company. The Holders of
a majority in principal amount of the then outstanding Securities of any series
may remove the Trustee with respect to the Securities of that series by so
notifying the Trustee and the Company. The Company may remove the Trustee if:

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

          (2) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

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

          (4) the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Company shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of those series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series). Within one year after
the successor Trustee with respect to the Securities of any series takes office,
the Holders of a majority in principal amount of the Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company.

                                       36
<PAGE>   42

          If a successor Trustee with respect to the Securities of any series
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of at least 10% in
principal amount of the then outstanding Securities of that series may petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of that series.

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

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

          In case of the appointment of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
(but not all) series shall execute and deliver an indenture supplemental hereto
in which each successor Trustee shall accept that appointment and that (1) shall
confer to each successor Trustee all the rights, powers and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of that successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall confirm that all the
rights, powers and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee and (3) shall add to or change any
of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee.
Nothing herein or in that supplemental indenture shall constitute those Trustees
co-trustees of the same trust, and each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee. Upon the execution and delivery of that
supplemental indenture, the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, and each such successor Trustee
shall have all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of
that successor Trustee relates. On the request of the Company or any successor
Trustee, that retiring Trustee shall transfer to that successor Trustee all
property held by that retiring Trustee as Trustee with respect to the Securities
of that or those series to which the appointment of that successor Trustee
relates.

          Notwithstanding replacement of the Trustee or Trustees pursuant to
this Section 7.08, the obligations of the Company under Section 7.07 shall
continue for the benefit of the retiring Trustee or Trustees.

                                       37
<PAGE>   43

SECTION 7.09 Successor Trustee by Merger, etc.

          Subject to Section 7.10, if the Trustee consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

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

SECTION 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia and authorized under those laws to
exercise corporate trust power, shall be subject to supervision or examination
by Federal or State (or the District of Columbia) authority and shall have, or
be a Subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

          The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 7.11 Preferential Collection of Claims Against Company.

          The Trustee is subject to and shall comply with the provisions of TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII
                             DISCHARGE OF INDENTURE

SECTION 8.01 Termination of Company's Obligations.

          (a) This Indenture shall cease to be of further effect with respect to
the Securities of a series (except as to any surviving rights of conversion or
of registration of transfer or exchange of Securities expressly provided for
herein and except that the Company's

                                       38
<PAGE>   44

obligations under Section 7.07, the Trustee's and Paying Agent's obligations
under Section 8.03 and the rights, powers, protections and privileges accorded
the Trustee under Article VII shall survive), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging the satisfaction and
discharge of this Indenture with respect to the Securities of that series, when:

          (1) either

               (A) all outstanding Securities of that series theretofore
          authenticated and issued (other than destroyed, lost or stolen
          Securities that have been replaced or paid) have been delivered to the
          Trustee for cancellation; or

               (B) all outstanding Securities of that series not theretofore
          delivered to the Trustee for cancellation:

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company,

          and, in the case of clause (i), (ii) or (iii) above, the Company has
          irrevocably deposited or caused to be deposited with the Trustee as
          funds (immediately available to the Holders in the case of clause (i))
          in trust for that purpose (x) cash in an amount, or (y) Government
          Obligations, maturing as to principal and interest at such times and
          in such amounts as will ensure the availability of cash in an amount
          or (z) a combination thereof, which will be sufficient, in the opinion
          (in the case of clauses (y) and (z)) of a nationally recognized firm
          of independent public accountants expressed in a written certification
          thereof delivered to the Trustee, to pay and discharge the entire
          indebtedness on the Securities of that series for principal and any
          interest and any Additional Amounts to the date of that deposit (in
          the case of Securities which have become due and payable) or for
          principal, premium, if any, interest and any Additional Amounts to the
          Stated Maturity or Redemption Date, as the case may be; or

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

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

          (3) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to

                                       39
<PAGE>   45

     the Securities of that series have been complied with, together with an
     Opinion of Counsel to the same effect.

          (b) Unless this Section 8.01(b) is specified as not being applicable
to Securities of a series as contemplated by Section 2.01, the Company may
terminate certain of its obligations under this Indenture ("covenant
defeasance") with respect to the Securities of a series if:

          (1) the Company has irrevocably deposited or caused to be irrevocably
     deposited with the Trustee as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for and
     dedicated solely to the benefit of the Holders of Securities of that
     series, (i) money in the currency in which payment of the Securities of
     that series is to be made in an amount, or (ii) Government Obligations with
     respect to that series, maturing as to principal and interest at such times
     and in such amounts as will ensure the availability of money in the
     currency in which payment of the Securities of that series is to be made in
     an amount or (iii) a combination thereof, that is sufficient, in the
     opinion (in the case of clauses (ii) and (iii)) of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay, without consideration of the
     reinvestment of any such amounts and after payment of all taxes or other
     charges or assessments in respect thereof payable by the Trustee, the
     principal of and premium (if any) and interest on and any Additional
     Amounts with respect to all Securities of that series on each date that
     such principal, premium (if any), interest or Additional Amounts are due
     and payable and (at the Stated Maturity thereof or on redemption as
     provided in Section 8.01(e)) to pay all other sums payable by it hereunder;
     provided that the Trustee shall have been irrevocably instructed to apply
     that money and/or the proceeds of those Government Obligations to the
     payment of said principal, premium (if any), interest and Additional
     Amounts with respect to the Securities of that series as the same shall
     become due;

          (2) the Company has delivered to the Trustee an Officers' Certificate
     stating that all conditions precedent to satisfaction and discharge of this
     Indenture with respect to the Securities of that series have been complied
     with, and an Opinion of Counsel to the same effect;

          (3) no Default or Event of Default with respect to the Securities of
     that series shall have occurred and be continuing on the date of that
     deposit;

          (4) the Company shall have delivered to the Trustee an Opinion of
     Counsel from counsel reasonably acceptable to the Trustee or a tax ruling
     to the effect that the Holders of Securities of that series will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of the Company's exercise of its option under this Section 8.01(b) and will
     be subject to Federal income tax on the same amount and in the same manner
     and at the same times as would have been the case if that option had not
     been exercised;

                                       40
<PAGE>   46

          (5) the Company has complied with any additional conditions specified
     pursuant to Section 2.01 to be applicable to the discharge of Securities of
     that series pursuant to this Section 8.01; and

          (6) that deposit and discharge shall not cause the Trustee to have a
     conflicting interest as defined in TIA Section 310(b).

          In that event, this Indenture shall cease to be of further effect
(except as set forth in this paragraph), and the Trustee, on demand of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge under this Indenture. However, the Company's obligations in Sections
2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08 and 8.04, the
Trustee's and Paying Agent's obligations in Section 8.03 and the rights, powers,
protections and privileges accorded the Trustee under Article VII shall survive
until all Securities of that series are no longer outstanding. Thereafter, only
the Company's obligations in Section 7.07 and the Trustee's and Paying Agent's
obligations in Section 8.03 shall survive with respect to Securities of that
series.

          After making the irrevocable deposit pursuant to this Section 8.01(b)
and following satisfaction of the other conditions set forth herein, the Trustee
on request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture with respect to the Securities of that series,
except for those surviving obligations specified above.

          In order to have money available on a payment date to pay principal of
or premium (if any) or interest on or any Additional Amounts with respect to the
Securities, the Government Obligations shall be payable as to principal or
interest on or before that payment date in such amounts as will provide the
necessary money. Any such Government Obligations shall not be callable at the
issuer's option.

          (c) If the Company has previously complied or is concurrently
complying with Section 8.01(b) (other than any additional conditions specified
pursuant to Section 2.01 that are expressly applicable only to covenant
defeasance) with respect to Securities of a series, then, unless this Section
8.01(c) is specified as not being applicable to Securities of that series as
contemplated by Section 2.01, the Company may elect to be discharged ("legal
defeasance") from its obligations to make payments with respect to Securities of
that series, if:

          (1) no Default or Event of Default under clauses (5) and (6) of
     Section 6.01 hereof shall have occurred at any time during the period
     ending on the 91st day after the date of deposit contemplated by Section
     8.01(b) (it being understood that this condition shall not be deemed
     satisfied until the expiration of that period);

          (2) unless otherwise specified with respect to Securities of that
     series as contemplated by Section 2.01, the Company has delivered to the
     Trustee an Opinion of Counsel from counsel reasonably acceptable to the
     Trustee to the effect referred to in Section 8.01(b)(4) with respect to
     that legal defeasance, which opinion is based on (i) a private ruling of
     the Internal Revenue Service addressed to the Company, (ii) a published
     ruling of the Internal Revenue Service or (iii) a change in the applicable
     federal income tax law (including regulations) after the date of this
     Indenture;

                                       41
<PAGE>   47

          (3) the Company has complied with any other conditions specified
     pursuant to Section 2.01 to be applicable to the legal defeasance of
     Securities of that series pursuant to this Section 8.01(c); and

          (4) the Company has delivered to the Trustee a Company Request
     requesting legal defeasance of the Securities of that series and an
     Officers' Certificate stating that all conditions precedent with respect to
     legal defeasance of the Securities of that series have been complied with,
     together with an Opinion of Counsel to the same effect.

          In that event, the Company will be discharged from its obligations
under this Indenture and the Securities of that series to pay principal of,
premium (if any) and interest on, and any Additional Amounts with respect to,
Securities of that series, the Company's obligations under Sections 4.01, 4.02
and 5.01 shall terminate with respect to those Securities, and the entire
indebtedness of the Company evidenced by those Securities shall be deemed paid
and discharged.

          (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to that series as contemplated by Section 2.01, the Company may
terminate any or all of its obligations under this Indenture with respect to
Securities of a series and any or all of its obligations under the Securities of
that series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the
Securities of that series.

          (e) If Securities of any series subject to subsections (a), (b), (c)
or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund provisions, the terms of the applicable trust
arrangement shall provide for that redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

SECTION 8.02 Application of Trust Money.

          The Trustee or a trustee reasonably satisfactory to the Trustee and
the Company shall hold in trust money or Government Obligations deposited with
it pursuant to Section 8.01 hereof. It shall apply the deposited money and the
money from Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of the
series with respect to which the deposit was made. Money and securities held in
trust are not subject to Article X.

SECTION 8.03 Repayment to Company.

          The Trustee and the Paying Agent shall promptly pay to the Company at
any time on the written request of the Company any excess money or Government
Obligations (or proceeds therefrom) held by them.

          Subject to the requirements of any applicable abandoned property laws,
the Trustee and the Paying Agent shall pay to the Company on written request any
money held by

                                       42
<PAGE>   48

them for the payment of principal, premium (if any), interest or any Additional
Amounts that remain unclaimed for two years after the date on which that payment
shall have become due. After payment to the Company, Holders entitled to the
money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability
of the Trustee and the Paying Agent with respect to that money shall cease.

SECTION 8.04 Reinstatement.

          If the Trustee or the Paying Agent is unable to apply any money or
Government Obligations deposited with respect to Securities of any series in
accordance with Section 8.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting that application, the obligations of the
Company under this Indenture with respect to the Securities of that series and
under the Securities of that series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.01 until such time as the Trustee or
the Paying Agent is permitted to apply all such money or Government Obligations
in accordance with Section 8.01; provided, however, that if the Company has made
any payment of principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
those Securities to receive such payment from the money or Government
Obligations held by the Trustee or the Paying Agent.

                                   ARTICLE IX
                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

SECTION 9.01 Without Consent of Holders.

          The Company and the Trustee may amend or supplement this Indenture or
the Securities or waive any provision hereof or thereof without the consent of
any Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to comply with Section 5.01;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities, or to provide for the issuance of bearer
     Securities (with or without coupons);

          (4) to provide any security for any series of Securities or to add
     guarantees of any series of Securities;

          (5) to comply with any requirement in order to effect or maintain the
     qualification of this Indenture under the TIA;

          (6) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if those covenants are to
     be for the benefit of less than all series of Securities, stating that
     those covenants are expressly being included solely

                                       43
<PAGE>   49

     for the benefit of that series), or to surrender any right or power herein
     conferred on the Company;

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

          (8) to change or eliminate any of the provisions of this Indenture;
     provided that any such change or elimination shall become effective only
     when there is no outstanding Security of any series created prior to the
     execution of that amendment or supplemental indenture that is adversely
     affected in any material respect by that change in or elimination of that
     provision;

          (9) to establish the form or terms of Securities of any series as
     permitted by Section 2.01;

          (10) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Section 8.01; provided,
     however, that any such action shall not adversely affect the interest of
     the Holders of Securities of that series or any other series of Securities
     in any material respect; or

          (11) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 7.08.

          Upon the request of the Company, accompanied by a Board Resolution,
and upon receipt by the Trustee of the documents described in Section 9.06, the
Trustee shall, subject to Section 9.06, join with the Company in the execution
of any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained.

SECTION 9.02 With Consent of Holders.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture with the written consent
(including consents obtained in connection with a tender offer or exchange offer
for Securities of any one or more series or all series or a solicitation of
consents in respect of Securities of any one or more series or all series,
provided that in each case that offer or solicitation is made to all Holders of
then outstanding Securities of each such series (but the terms of that offer or
solicitation may vary from series to series)) of the Holders of at least a
majority in principal amount of the then outstanding Securities of all series
affected by that amendment or supplement (acting as one class).

          Upon the request of the Company, accompanied by a Board Resolution,
and upon the filing with the Trustee of evidence of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to

                                       44

<PAGE>   50

Section 9.06, join with the Company in the execution of that amendment or
supplemental indenture.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if that consent approves the
substance thereof.

          The Holders of a majority in principal amount of the then outstanding
Securities of one or more series or of all series may waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to Securities of that series (including waivers obtained in connection
with a tender offer or exchange offer for Securities of that series or a
solicitation of consents in respect of Securities of that series, provided that
in each case that offer or solicitation is made to all Holders of then
outstanding Securities of that series (but the terms of that offer or
solicitation may vary from series to series)).

          However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not:

          (1) reduce the amount of Securities whose Holders must consent to an
     amendment, supplement or waiver;

          (2) reduce the rate of or change the time for payment of interest,
     including default interest, on any Security;

          (3) reduce the principal of, premium on or any mandatory sinking fund
     payment with respect to, or change the Stated Maturity of, any Security or
     reduce the amount of the principal of an Original Issue Discount Security
     that would be due and payable on a declaration of acceleration of the
     Maturity thereof pursuant to Section 6.02;

          (4) reduce the premium, if any, payable on the redemption of any
     Security or change the time at which any Security may or shall be redeemed;

          (5) change any obligation of the Company to pay Additional Amounts
     with respect to any Security;

          (6) change the coin or currency or currencies (including composite
     currencies) in which any Security or any premium, interest or Additional
     Amounts with respect thereto are payable;

          (7) impair the right to institute suit for the enforcement of any
     payment of principal of, premium (if any) or interest on or any Additional
     Amounts with respect to any Security pursuant to Sections 6.07 and 6.08,
     except as limited by Section 6.06;

          (8) make any change in the percentage of principal amount of
     Securities necessary to waive compliance with certain provisions of this
     Indenture pursuant to Section 6.04 or 6.07 or make any change in this
     sentence of Section 9.02;

                                       45
<PAGE>   51

          (9) modify the provisions of this Indenture with respect to the
     subordination of any Security in a manner adverse to the Holder thereof; or

          (10) waive a continuing Default or Event of Default in the payment of
     principal of, premium (if any) or interest on or Additional Amounts with
     respect to the Securities.

          An amendment under this Section may not make any change that adversely
affects the rights under Article X of any holder of an issue of Senior
Indebtedness of the Company unless the holders of the issue pursuant to its
terms consent to the change.

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

          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from that Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which that consent is required or sought as of
a date identified by the Company in a notice furnished to Holders in accordance
with the terms of this Indenture.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of each Security
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail that notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver.

SECTION 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Securities
shall comply in form and substance with the TIA as then in effect.

SECTION 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before the date the amendment, supplement
or waiver becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

          The Company may, but shall not be obligated to, fix a record date
(which need not comply with Section 316(c) of the TIA) for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver or to take any other action under this

                                       46
<PAGE>   52

Indenture. If a record date is fixed, then notwithstanding the provisions of the
immediately preceding paragraph, those Persons who were Holders at that record
date (or their duly designated proxies), and only those Persons, shall be
entitled to consent to that amendment, supplement or waiver or to revoke any
consent previously given, whether or not those Persons continue to be Holders
after that record date. No consent shall be valid or effective for more than 90
days after that record date unless consents from Holders of the principal amount
of Securities required hereunder for that amendment or waiver to be effective
shall have also been given and not revoked within that 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it is of the type described in any of clauses (1)
through (9) of Section 9.02 hereof. In that case, the amendment, supplement or
waiver shall bind each Holder who has consented to it and every subsequent
Holder that evidences the same debt as the consenting Holder's Security.

SECTION 9.05 Notation on or Exchange of Securities.

          If an amendment or supplement changes the terms of an outstanding
Security, the Company may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security at
the request of the Company regarding the changed terms and return it to the
Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of that amendment or supplement.

          Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Company, bear a notation in form approved by the Company as to any matter
provided for in that amendment or supplement.

SECTION 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment or supplement authorized pursuant
to this Article if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign that
amendment or supplement, the Trustee shall be entitled to receive, and, subject
to Section 7.01 hereof, shall be fully protected in relying on, an Opinion of
Counsel provided at the expense of the Company as conclusive evidence that such
amendment or supplement is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding on the Company
in accordance with its terms.

                                   ARTICLE X
                                  SUBORDINATION

SECTION 10.01 Securities Subordinated to Senior Indebtedness.

          The Company and each Holder of a Security, by his or her acceptance
thereof, agree that (a) the payment of the principal of, premium (if any) and
interest on and any Additional Amounts with respect to each and all the
Securities and (b) any other payment in respect of the Securities, including on
account of the acquisition or redemption of Securities by

                                       47
<PAGE>   53

the Company, is subordinated, to the extent and in the manner provided in this
Article X, to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
created, incurred, assumed or guaranteed, and that these subordination
provisions are for the benefit of the holders of Senior Indebtedness of the
Company.

          Each Holder of a Security, by his or her acceptance thereof,
acknowledges and agrees that the provisions of this Article X are, and are
intended to be, an inducement and a consideration to all Persons who, in
reliance on such provisions, become holders of, or continue to hold, Senior
Indebtedness of the Company, and such provisions are made for the benefit of the
holders of Senior Indebtedness of the Company, and those holders are made
obligees hereunder, and any one or more of them may enforce such provisions.

SECTION 10.02 No Payment on Securities in Certain Circumstances.

          (a) Unless otherwise specified with respect to Securities of a series
     as contemplated by Section 2.01, no payment shall be made by or on behalf
     of the Company on account of the principal of, premium (if any) or interest
     on or any Additional Amounts with respect to the Securities of any series
     or to acquire any of those Securities (including any repurchases of those
     Securities pursuant to the provisions thereof at the option of the Holder
     of those Securities) for cash or property (other than Junior securities of
     the Company), or on account of any redemption provisions of those
     Securities, in the event of default in payment of any principal of, premium
     (if any) or interest on any Senior Indebtedness of the Company when the
     same becomes due and payable, whether at maturity or at a date fixed for
     prepayment or by declaration of acceleration or otherwise (a "Payment
     Default"), unless and until that Payment Default has been cured or waived
     or otherwise has ceased to exist.

          (b) Unless otherwise specified with respect to Securities of a series
     as contemplated by Section 2.01, no payment shall be made by or on behalf
     of the Company on account of the principal of, premium (if any) or interest
     on or any Additional Amounts with respect to the Securities of any series
     or to acquire any of those Securities (including any repurchases of those
     Securities pursuant to the provisions thereof at the option of the Holder
     of those Securities) for cash or property (other than Junior securities of
     the Company), or on account of the redemption provisions of those
     Securities, in the event of any event of default (other than a Payment
     Default) with respect to any Designated Senior Indebtedness permitting the
     holders of that Designated Senior Indebtedness (or a trustee or other
     representative on behalf of the holders thereof) to declare that Designated
     Senior Indebtedness due and payable prior to the date on which it would
     otherwise have become due and payable, on written notice thereof to the
     Company and the Trustee by any holders of Designated Senior Indebtedness
     (or a trustee or other representative on behalf of the holders thereof)
     (the "Payment Blocking Notice"), unless and until that event of default
     shall have been cured or waived or otherwise has ceased to exist; provided,
     that such payments may not be prevented pursuant to this Section 10.02(b)
     for more than 179 days after an applicable Payment Blocking Notice has been
     received by the Trustee unless the Designated Senior Indebtedness in
     respect of which that event of default exists has been declared due and
     payable in its entirety, in which case no such

                                       48
<PAGE>   54

     payment may be made until that acceleration has been rescinded or annulled
     or that Designated Senior Indebtedness has been paid in full. Unless
     otherwise specified with respect to Securities of a series as contemplated
     by Section 2.01, no event of default that existed or was continuing on the
     date of any Payment Blocking Notice (whether or not that event of default
     is on the same issue of Designated Senior Indebtedness) may be made the
     basis for the giving of a second Payment Blocking Notice, and only one such
     Payment Blocking Notice may be given in any period of 365 consecutive days.

          (c) In furtherance of the provisions of Section 10.01, in the event
     that, notwithstanding the foregoing provisions of this Section 10.02, any
     payment or distribution of assets of the Company (other than Junior
     securities of the Company) shall be received by the Trustee or the Holders
     of the Securities of any series or any Paying Agent with respect thereto at
     a time when that payment or distribution was prohibited by the provisions
     of this Section 10.02, then, unless that payment or distribution is no
     longer prohibited by this Section 10.02, that payment or distribution
     (subject to the provisions of Section 10.07) shall be received and held in
     trust by the Trustee or such Holders or Paying Agent for the benefit of the
     holders of Senior Indebtedness of the Company, and shall be paid or
     delivered by the Trustee or such Holders or Paying Agent, as the case may
     be, to the holders of Senior Indebtedness of the Company remaining unpaid
     or unprovided for or their representative or representatives, or to the
     trustee or trustees under any indenture pursuant to which any instruments
     evidencing that Senior Indebtedness of the Company may have been issued,
     ratably, according to the aggregate amounts remaining unpaid on account of
     that Senior Indebtedness of the Company held or represented by each, for
     application to the payment of all Senior Indebtedness of the Company in
     full after giving effect to all concurrent payments and distributions to or
     for the holders of that Senior Indebtedness.

SECTION 10.03 Securities Subordinated to Prior Payment of All Senior
Indebtedness on Dissolution, Liquidation or Reorganization.

          Upon any distribution of assets of the Company or upon any
dissolution, winding up, total or partial liquidation or reorganization of the
Company, whether voluntary or involuntary, in bankruptcy, insolvency,
receivership or similar proceeding or upon assignment for the benefit of
creditors:

          (a) the holders of all Senior Indebtedness of the Company shall first
     be entitled to receive payments in full before the Holders of Securities of
     any series are entitled to receive any payment (other than in the form of
     Junior securities of the Company) on account of the principal of, premium
     (if any) or interest on or any Additional Amounts with respect to those
     Securities;

          (b) any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities (other than Junior
     securities of the Company), to which the Holders of Securities of any
     series or the Trustee on behalf of those Holders would be entitled, except
     for the provisions of this Article X, shall be paid by the liquidating
     trustee or agent or other Person making such a payment or distribution
     directly to the holders of that Senior Indebtedness or their
     representative, ratably

                                       49
<PAGE>   55

     according to the respective amounts of Senior Indebtedness held or
     represented by each, to the extent necessary to make payment in full of all
     that Senior Indebtedness remaining unpaid after giving effect to all
     concurrent payments and distributions to the holders of that Senior
     Indebtedness; and

          (c) in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities (other than Junior securities of the Company),
     shall be received by the Trustee or the Holders of Securities of any series
     or any Paying Agent with respect thereto (or, if the Company or any
     Affiliate of the Company is acting as its own Paying Agent, money for any
     such payment or distribution shall be segregated or held in trust) on
     account of the principal of, premium (if any) or interest on or any
     Additional Amounts with respect to the Securities of that series before all
     Senior Indebtedness of the Company is paid in full, that payment or
     distribution (subject to the provisions of Section 10.07) shall be received
     and held in trust by the Trustee or such Holder or Paying Agent for the
     benefit of the holders of that Senior Indebtedness, or their respective
     representatives, ratably according to the respective amounts of that Senior
     Indebtedness held or represented by each, to the extent necessary to make
     payment as provided herein of all that Senior Indebtedness remaining unpaid
     after giving effect to all concurrent payments and distributions and all
     provisions therefor to or for the holders of that Senior Indebtedness, but
     only to the extent that as to any holder of that Senior Indebtedness, as
     promptly as practical following notice from the Trustee to the holders of
     that Senior Indebtedness that such prohibited payment has been received by
     the Trustee, Holder(s) or Paying Agent (or has been segregated as provided
     above), that holder (or a representative therefor) notifies the Trustee of
     the amounts then due and owing on that Senior Indebtedness, if any, held by
     that holder, and only the amounts specified in those notices to the Trustee
     shall be paid to the holders of that Senior Indebtedness.

SECTION 10.04 Subrogation to Rights of Holders of Senior Indebtedness.

          Subject to the payment in full of all Senior Indebtedness of the
Company as provided herein, the Holders of the Securities shall be subrogated
(to the extent of the payments or distributions made to the holders of that
Senior Indebtedness pursuant to the provisions of this Article X) to the rights
of the holders of that Senior Indebtedness to receive payments or distributions
of assets of the Company applicable to that Senior Indebtedness until all
amounts owing on the Securities shall be paid in full. For the purpose of that
subrogation, no such payments or distributions to the holders of that Senior
Indebtedness by the Company, or by or on behalf of the Holders of the Securities
by virtue of this Article X, which otherwise would have been made to those
Holders shall, as among the Company, its creditors other than the holders of
Senior Indebtedness of the Company and those Holders, be deemed to be payment by
the Company or on account of that Senior Indebtedness, it being understood that
the provisions of this Article X are and are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of that Senior Indebtedness, on the other hand.

          If any payment or distribution to which the Holders of the Securities
would otherwise have been entitled but for the provisions of this Article X
shall have been applied,

                                       50
<PAGE>   56

pursuant to the provisions of this Article X, to the payment of amounts payable
under Senior Indebtedness of the Company, then those Holders shall be entitled
to receive from the holders of that Senior Indebtedness any payments or
distributions received by those holders of Senior Indebtedness of the Company in
excess of the amount sufficient to pay all amounts payable under or in respect
of that Senior Indebtedness in full.

SECTION 10.05 Obligations of the Company Unconditional.

          Nothing contained in this Article X or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company and the
Holders of the Securities of any series, the obligation of the Company, which is
absolute and unconditional, to pay to those Holders the principal of, premium
(if any) and interest on and any Additional Amounts with respect to the
Securities of that series as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of those Holders and creditors of the Company other than the holders of
Senior Indebtedness of the Company, nor shall anything herein or therein prevent
the Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law on default under this Indenture, subject to the rights, if any,
under this Article X, of the holders of Senior Indebtedness of the Company in
respect of cash, property or securities of the Company received on the exercise
of any such remedy. Notwithstanding anything to the contrary in this Article X
or elsewhere in this Indenture or in the Securities, on any distribution of
assets of the Company referred to in this Article X, the Trustee, subject to the
provisions of Sections 7.01 and 7.02, and the Holders of the Securities shall be
entitled to rely on any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
those Holders for the purpose of ascertaining the Persons entitled to
participate in that distribution, the holders of Senior Indebtedness of the
Company and other Indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X so long as that court has been apprised
of the provisions of, or the order, decree or certificate makes reference to,
the provisions of this Article X.

SECTION 10.06 Trustee Entitled to Assume Payments Not Prohibited in Absence of
Notice.

          The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to that
payment, written notice thereof from the Company or from one or more holders of
Senior Indebtedness of the Company or from any representative therefor and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Sections 7.01 and 7.02, shall be entitled in all respects
conclusively to assume that no such fact exists.

SECTION 10.07 Application by Trustee of Amounts Deposited with It.

          Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article VIII shall be for the sole benefit of Holders of the
Securities of the series for the benefit of which those amounts were deposited,
and, to the extent allocated for the payment of Securities

                                       51
<PAGE>   57

of that series, shall not be subject to the subordination provisions of this
Article X. Otherwise, any deposit of assets with the Trustee or the Paying Agent
(whether or not in trust) for the payment of principal of, premium (if any) or
interest on or any Additional Amounts with respect to any Securities shall be
subject to the provisions of Sections 10.01, 10.02, 10.03 and 10.04; provided
that if prior to two Business Days preceding the date on which by the terms of
this Indenture any such assets may become distributable for any purpose
(including, without limitation, the payment of either principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security), the
Trustee or such Paying Agent shall not have received with respect to those
assets the written notice provided for in Section 10.06, then the Trustee or
such Paying Agent shall have full power and authority to receive those assets
and to apply the same to the purpose for which they were received, and shall not
be affected by any notice to the contrary that may be received by it on or after
that date; and provided further that nothing contained in this Article X shall
prevent the Company from making, or the Trustee from receiving or applying, any
payment in connection with the redemption of Securities if the first publication
of notice of that redemption (whether by mail or otherwise in accordance with
this Indenture) has been made, and the Trustee has received that payment from
the Company, prior to the occurrence of any of the contingencies specified in
Section 10.02 or 10.03.

SECTION 10.08 Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Indebtedness.

          No right of any present or future holders of any Senior Indebtedness
of the Company to enforce the subordination provisions contained in this Article
X shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of the Company or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by the Company with the terms
of this Indenture, regardless of any knowledge thereof that any such holder may
have or be otherwise charged with. The holders of Senior Indebtedness of the
Company may extend, renew, modify or amend the terms of the Senior Indebtedness
or any security therefor and release, sell or exchange that security and
otherwise deal freely with the Company, all without affecting the liabilities
and obligations of the parties to this Indenture or the Holders of the
Securities.

SECTION 10.09 Trustee to Effectuate Subordination of Securities.

          Each Holder of a Security by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained in
this Article X and to protect the rights of the Holders of the Securities
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for
that purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors
of the Company), the filing of a claim for the unpaid balance of his Securities
in the form required in said proceedings and cause said claim to be approved. If
the Trustee does not file a proper claim or proof of debt in the form required
in that proceeding prior to 30 days before the expiration of the time to file
such claim or claims, then the holders of Senior Indebtedness of the Company or
their representative is hereby authorized to have the right to file and is
hereby authorized to file an appropriate claim for and on behalf of the Holders
of said Securities. Nothing herein contained shall be deemed to

                                       52
<PAGE>   58

authorize the Trustee or the holders of Senior Indebtedness of the Company or
their representative to authorize or consent to or accept or adopt on behalf of
any Holder of Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee or the holders of Senior Indebtedness of the Company or
their representative to vote in respect of the claim of any Holder of the
Securities in any such proceeding.

SECTION 10.10 Right of Trustee to Hold Senior Indebtedness.

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

SECTION 10.11 Article X Not to Prevent Events of Default.

          The failure to make a payment on account of principal of or premium
(if any) or interest on or any Additional Amounts with respect to the Securities
by reason of any provision of this Article X shall not be construed as
preventing the occurrence of a Default or an Event of Default under Section 6.01
or in any way prevent the Holders of the Securities from exercising any right
hereunder other than the right to receive payment on the Securities.

SECTION 10.12 No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company, and shall not be liable to any of
those holders (other than for its willful misconduct or gross negligence) if it
shall in good faith mistakenly pay over or distribute to the Holders of the
Securities or the Company or any other Person, cash, property or securities to
which any holders of Senior Indebtedness of the Company shall be entitled by
virtue of this Article X or otherwise. Nothing in this Section 10.12 shall
affect the obligation of any other such Person to hold that payment for the
benefit of, and to pay that payment over to, the holders of Senior Indebtedness
of the Company or their representative.

SECTION 10.13 Article Applicable to Paying Agent.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article X shall in that case (unless the context shall otherwise
require) be construed as extending to and including that Paying Agent within its
meaning as fully for all intents and purposes as if that Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that this Section 10.13 shall not apply to the Company or any Affiliate of the
Company if it or that Affiliate acts as Paying Agent.

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<PAGE>   59

                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by operation of TIA Section 318(c), the imposed duties shall
control.

SECTION 11.02 Notices.

          Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first-class
mail (registered or certified, return receipt requested), telex, facsimile or
overnight air courier guaranteeing next day delivery, to the other's address:

          If to the Company:

          McDermott International, Inc.
          1450 Poydras Street
          New Orleans, Louisiana 70112-6050
          Attention: General Counsel

          If to the Trustee:

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

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

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

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

          The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if by facsimile; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, postage prepaid, to the Holder's address shown on the register kept by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

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<PAGE>   60

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          All notices or communications, including without limitation notices to
the Trustee or the Company by Holders, shall be in writing, except as otherwise
set forth herein.

          In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice required by
this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of that notice.

SECTION 11.03 Communication by Holders with Other Holders.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 11.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee at the expense of the Company:

          (1) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel (which shall include the statements set
     forth in Section 11.05 hereof) stating that, in the opinion of that
     counsel, all those conditions precedent and covenants have been complied
     with.

SECTION 11.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

                                       55
<PAGE>   61

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

SECTION 11.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or the Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07 Legal Holidays.

          If a payment date is a Legal Holiday at a Place of Payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.08 No Recourse Against Others.

          A director, officer, employee, stockholder, partner or other owner of
the Company or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities or for any obligations of the
Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of those obligations or their creation. Each Holder by
accepting a Security waives and releases all that liability. The waiver and
release shall be part of the consideration for the issue of Securities.

SECTION 11.09 Governing Law.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
ANY PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.10 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 11.11 Successors.

          All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

SECTION 11.12 Severability.

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

                                       56
<PAGE>   62

SECTION 11.13 Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.14 Table of Contents, Headings, etc.

          The table of contents, cross-reference table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       57
<PAGE>   63

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

                                       MCDERMOTT INTERNATIONAL, INC.

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


                                       -----------------------------------------
                                       as Trustee


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

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