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                                                                  EXECUTION COPY

                                                                 (EXHIBIT 10.11)

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

                                    INDENTURE

                                     Between

                        NATIONAL SERVICE INDUSTRIES, INC.

                                       and

                             SUNTRUST BANK, ATLANTA

                          Dated as of January 26, 1999

                             SENIOR DEBT SECURITIES
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                                TABLE OF CONTENTS

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Parties...................................................................    1
Recitals of the Company ..................................................    1

                                    ARTICLE I

                              Definitions and Other
                        Provisions of General Application

SECTION 101.  Definitions ................................................    1
SECTION 102.  Incorporation by Reference of Trust
                  Indenture Act ..........................................   15
SECTION 103.  Compliance Certificates and Opinions .......................   16
SECTION 104.  Form of Documents Delivered to Trustee .....................   17
SECTION 105.  Acts of Holders; Record Dates ..............................   17
SECTION 106.  Notices, etc., to Trustee and Company ......................   19
SECTION 107.  Notice to Holders; Waiver ..................................   19
SECTION 108.  Conflict with Trust Indenture Act ..........................   20
SECTION 109.  Effect of Headings and Table of
                  Contents ...............................................   20
SECTION 110.  Successors and Assigns .....................................   20
SECTION 111.  Separability Clause ........................................   20
SECTION 112.  Benefits of Indenture ......................................   20
SECTION 113.  Governing Law ..............................................   20
SECTION 114.  Legal Holidays .............................................   21
SECTION 115.  Corporate Obligation .......................................   21
SECTION 116.  Counterpart Originals ......................................   21

                                   ARTICLE II

                                 Security Forms

SECTION 201.  Forms Generally ............................................   21
SECTION 202.  Form of Trustee's Certificate of
                   Authentication ........................................   22
SECTION 203.  Securities in Global Form ..................................   22
SECTION 204.  Book-Entry Securities ......................................   23

                                   ARTICLE III

                                 The Securities

SECTION 301.  Amount Unlimited; Issuable in Series .......................   26
SECTION 302.  Denominations ..............................................   29
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                                                                  Contents, p. 2

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SECTION 303.  Execution, Authentication, Delivery
                  and Dating .............................................   29
SECTION 304.  Temporary Securities .......................................   31
SECTION 305.  Registration, Registration of Transfer
                  and Exchange ...........................................   31
SECTION 306.  Mutilated, Destroyed, Lost and Stolen
                  Securities .............................................   34
SECTION 307.  Payment of Interest; Interest Rights
                  Preserved ..............................................   35
SECTION 308.  Persons Deemed Owners ......................................   36
SECTION 309.  Cancellation ...............................................   36
SECTION 310.  Computation of Interest ....................................   37
SECTION 311.  CUSIP Numbers ..............................................   37

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture ....................   37
SECTION 402.  Application of Trust Money .................................   39
SECTION 403.  Discharge of Liability on Securities
                  of Any Series ..........................................   40
SECTION 404.  Reinstatement ..............................................   41

                                    ARTICLE V

                                    Remedies

SECTION 501.  Events of Default ..........................................   41
SECTION 502.  Acceleration of Maturity; Rescission
                  and Annulment ..........................................   44
SECTION 503.  Collection of Indebtedness and Suits
                  for Enforcement by Trustee .............................   45
SECTION 504.  Trustee May File Proofs of Claim ...........................   46
SECTION 505.  Trustee May Enforce Claims Without
                  Possession of Securities ...............................   47
SECTION 506.  Application of Money Collected .............................   47
SECTION 507.  Limitation on Suits ........................................   48
SECTION 508.  Unconditional Right of Holders To Receive
                  Principal, Premium and Interest ........................   49
SECTION 509.  Restoration of Rights and Remedies .........................   49
SECTION 510.  Rights and Remedies Cumulative .............................   49
SECTION S11.  Delay or Omission Not Waiver ...............................   50
SECTION 512.  Control by Holders .........................................   50
SECTION S13.  Waiver of Past Defaults ....................................   50
SECTION 514.  Undertaking for Costs ......................................   51
SECTION 515.  Waiver of Stay or Extension Laws ...........................   51
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                                                                  Contents, p. 3

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                                   ARTICLE VI

                                   The Trustee

SECTION 601.  Certain Duties and Responsibilities ........................   52
SECTION 602.  Notice of Defaults .........................................   53
SECTION 603.  Certain Rights of Trustee ..................................   54
SECTION 604.  Not Responsible for Recitals or
                  Issuance of Securities .................................   55
SECTION 605.  May Hold Securities ........................................   55
SECTION 606.  Money Held in Trust ........................................   55
SECTION 607.  Compensation and Reimbursement .............................   55
SECTION 608.  Disqualification; Conflicting Interests ....................   56
SECTION 609.  Corporate Trustee Required; Eligibility ....................   57
SECTION 610.  Resignation and Removal;
                  Appointment of Successor ...............................   57
SECTION 611.  Acceptance of Appointment by Successor .....................   59
SECTION 612.  Merger, Conversion, Consolidation
                  or Succession to Business ..............................   61
SECTION 613.  Preferential Collection of Claims
                  Against Company ........................................   61
SECTION 614.  Appointment of Authenticating Agent ........................   61

                                   ARTICLE VII

                Holder's Lists and Reports by Trustee and Company

SECTION 701.  Company To Furnish Trustee Names and
                  Addresses of Holders ...................................   63
SECTION 702.  Preservation of Information;
                  Communications to Holders ..............................   64
SECTION 703.  Reports by Trustee .........................................   64
SECTION 704.  Reports by Company .........................................   65

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.  Company May Consolidate, etc.,
                  Only on Certain Terms ..................................   65
SECTION 802.  Successor Person Substituted ...............................   66
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                                                                  Contents, p. 4

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                                  ARTICLE IX

                            Supplemental Indentures

SECTION 901.  Supplemental Indentures Without
                  Consent of Holders .....................................   66
SECTION 902.  Supplemental Indentures With Consent
                  of Holders .............................................   68
SECTION 903.  Execution of Supplemental Indentures .......................   70
SECTION 904.  Effect of Supplemental Indentures ..........................   70
SECTION 905.  Conformity With Trust Indenture Act ........................   70
SECTION 906.  Reference in Securities to
                  Supplemental Indentures ................................   70

                                   ARTICLE X

                                   Covenants

SECTION 1001. Payment of Principal, Premium and
                  Interest ...............................................   70
SECTION 1002. Maintenance of Office or Agency ............................   71
SECTION 1003. Money for Securities Payments To Be
                  Held in Trust ..........................................   71
SECTION 1004. Existence ..................................................   73
SECTION 1005. Maintenance of Properties ..................................   73
SECTION 1006. Limitation on Sale/Leaseback
                              Transactions ...............................   73
SECTION 1007. Limitation on Liens ........................................   74
SECTION 1008. Payment of Taxes and Other Claims ..........................   76
SECTION 1009. Statement by Officers as to Default ........................   76
SECTION 1010. Waiver of Certain Covenants ................................   77
SECTION 1011. Additional Amounts .........................................   77

                                  ARTICLE XI

                           Redemption of Securities

SECTION 1101. Applicability of Article ...................................   78
SECTION 1102. Election To Redeem; Notice to Trustee ......................   78
SECTION 1103. Selection by Trustee of Securities
                  To Be Redeemed .........................................   79
SECTION 1104. Notice of Redemption .......................................   79
SECTION 1105. Deposit of Redemption Price ................................   80
SECTION 1106. Securities Payable on Redemption Date ......................   80
SECTION 1107. Securities Redeemed in Part ................................   81
SECTION 1108. Purchase of Securities .....................................   81
SECTION 1109. Rescission of Redemption ...................................   81
SECTION 1110. Repayment at the Option of Holders .........................   82
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                                                                  Contents, p. 5

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                                   ARTICLE XII

                                  Sinking Funds

SECTION 1201. Applicability of Article ...................................   83
SECTION 1202. Satisfaction of Sinking Fund
                  Payments with Securities ...............................   83
SECTION 1203. Redemption of Securities for Sinking
                  Fund ...................................................   84

                                  ARTICLE XIII

                        Meetings of Holders of Securities

SECTION 1301. Purposes for Which Meetings May
                  Be Called ..............................................   84
SECTION 1302. Call, Notice and Place of Meetings .........................   84
SECTION 1303. Persons Entitled To Vote at Meetings .......................   85
SECTION 1304. Quorum; Action .............................................   85
SECTION 1305. Determination of Voting Rights;
                  Conduct and Adjournment of Meetings ....................   86
SECTION 1306. Counting Votes and Recording Action
                  of Meetings ............................................   87

                                   ARTICLE XIV

                                   Conversion

SECTION 1401. Conversion Privilege .......................................   87
SECTION 1402. Conversion Procedure; Rescission of
                  Conversion; Conversion Price;
                  Fractional Shares: .....................................   88
SECTION 1403. Adjustment of Conversion Price for Common
                  Stock or Marketable Securities .........................   91
SECTION 1404. Consolidation or Merger of the Company .....................   95
SECTION 1405. Notice of Adjustment .......................................   96
SECTION 1406. Notice in Certain Events ...................................   97
SECTION 1407. Company To Reserve Stock or other
                  Marketable Securities ..................................   97
SECTION 1408. Taxes on Conversion ........................................   98
SECTION 1409. Conversion After Record Date ...............................   99
SECTION 1410. Corporate Action Regarding Par Value of
                  Common Stock ...........................................   99
SECTION 1411. Company Determination Final ................................   99
SECTION 1412. Trustee's Disclaimer .......................................   99
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                           INDENTURE, dated as of January 26, 1999, between
                  NATIONAL SERVICE INDUSTRIES, INC., a corporation duly
                  organized and existing under the laws of the State of Delaware
                  (herein called the "Company"), having its principal office at
                  1420 Peachtree Street, N.E., Atlanta, GA 30309, and SUNTRUST
                  BANK, ATLANTA, a Georgia banking corporation as Trustee, the
                  office of the Trustee at which at the date hereof its
                  corporate trust business is principally administered being
                  Building 10, Suite 810, 3495 Piedmont Road, Atlanta, Georgia
                  30303-1727.

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

                  This Indenture is subject to the provisions of the Trust
Indenture Act and the rules and regulations of the Commission promulgated
thereunder that are required to be part of this Indenture and, to the extent
applicable, shall be governed by such provisions.

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

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

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

                  SECTION 101.  Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

                  (c) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision.

                  Certain terms, used principally in Article VI, are defined in
Section 102.

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

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

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. The Trustee may request and may conclusively rely upon an Officers'
Certificate to determine whether any Person is an Affiliate of any specified
Person.

                  "Attributable Indebtedness", when used with respect to any
Sale/Leaseback Transaction, means, as at the time of determination, the present
value (discounted at a rate equivalent to the Company's then current weighted
average cost of funds for borrowed money as at the time of determination,
compounded on a semiannual basis) of the total obligations of
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the lessee for rental payments (other than amounts required to be paid on
account of maintenance and repairs, reconstruction insurance, taxes,
assessments, water rates and similar charges and contingent rates (such as those
based on sales)) during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been
extended).

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

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

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

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

                  "Book-Entry Security" has the meaning specified in Section
204.

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

                  "Capital Stock" of any Person means and includes any and all
shares, rights to purchase, warrants or options (whether or not currently
exercisable), participation or other equivalents of or interests in (however
designated) the equity (which includes, but is not limited to, common stock,
preferred stock and partnership and joint venture interests)
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of such Person (excluding any debt securities that are convertible into, or
exchangeable for, such equity).

                  "Capitalized Lease obligation" of any Person means any
obligation of such Person to pay rent or other amounts under a lease of
property, real or personal, that is required to be capitalized for financial
reporting purposes in accordance with generally accepted accounting principles;
and the amount of such obligation shall be the capitalized amount thereof
determined in accordance with generally accepted accounting principles.

                  "Closing Price" of the Common Stock or other Marketable
Security, as the case may be, shall mean the last reported sale price of such
stock or other Marketable Security (regular way) as shown on the Composite Tape
of the NYSE (or, if such stock or other Marketable Security is not listed or
admitted to trading on the NYSE, on the principal national securities exchange
on which such stock or other Marketable Security is listed or admitted to
trading), or, in case no such sale takes place on such day, the average of the
closing bid and asked prices on the NYSE (or, if such stock or other Marketable
Security is not listed or admitted to trading on the NYSE, on the principal
national securities exchange on which such stock or other Marketable Security is
listed or admitted to trading), or, if it is not listed or admitted to trading
on any national securities exchange, the average of the closing bid and asked
prices as reported by the National Association of Securities Dealers Automated
Quotation System (NASDAQ), or if such stock or other Marketable Security is not
so reported, the average of the closing bid and asked prices as furnished by any
member of the National Association of Securities Dealers, Inc., selected from
time to time by the Company for that purpose.

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

                  "Common Depositary" has the meaning specified in Section 305.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.
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                                                                               5

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

         "Consolidated Tangible Assets" of the Company means the aggregate
amount of assets (less applicable reserves therefrom (i) all current
liabilities, and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like tangibles, all as set
forth on the most recent quarterly balance sheet of the Company and its
consolidated subsidiaries and computed in accordance with generally accepted
accounting principles.

         "Conversion Agent" means any Person authorized by the Company to
receive Securities to be converted into Common Stock or other Marketable
Securities on behalf of the Company. The Company initially authorizes the
Trustee to act as Conversion Agent for the Securities on its behalf. The Company
may at any time and from time to time authorize one or more Persons to act as
Conversion Agent in addition to or in place of the Trustee with respect to any
series of Securities issued under this Indenture.

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

         "Conversion Price" means, with respect to any series of Securities
which are convertible into Common Stock or other Marketable Securities, the
price per share of Common Stock or the price per designated unit of other
Marketable Security at which the Securities of such series are so convertible as
set forth in the Board Resolution with respect to such series (or in any
supplemental indenture entered into pursuant to Section 901(j) with respect to
such series), as the same may be adjusted from time to time in accordance with
Section 1403 (or such supplemental indenture).

         "Converting Holder" shall have the meaning specified in Section 1402(c)
of this Indenture.

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

         "Current Market Price" on any date shall mean the average of the
daily Closing Prices per share of Common Stock


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                                                                               6

or of such other Marketable Securities for any thirty (30) consecutive Trading
Days selected by the Company prior to the day in question, which thirty (30)
consecutive Trading Day period shall not commence more than forty-five (45)
Trading Days prior to the day in question; provided that with respect to Section
1403(3), the "Current Market Price" of the Common Stock or of such other
Marketable Securities shall mean the average of the daily Closing Prices per
share of Common Stock or of such other Marketable Securities for the five (5)
consecutive Trading Days ending on the date of the distribution referred to in
Section 1403(3) (or if such date shall not be a Trading Day, on the Trading Day
immediately preceding such date).

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

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

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

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

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

         "Funded indebtedness" means all Indebtedness (including Indebtedness
incurred under any revolving credit, letter of credit or working capital
facility) that matures by its terms, or that is renewable at the option of any
obligor thereon to a date, more than one year after the date on which such
Indebtedness is originally incurred.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any interest rate swap agreement, foreign currency exchange
agreement, interest rate collar agreement, option or future contract or other
similar


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                                                                               7

agreement or arrangement relating to interest rates or foreign exchange rates.

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

         "Indebtedness" of any Person at any date means, without duplication,
(a) all indebtedness of such Person for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), (b) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) all obligations of such
Person in respect of letters of credit or other similar instruments (or
reimbursement obligations with respect thereto), other than standby letters of
credit incurred by such Person in the ordinary course of business, (d) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services, except trade payables and accrued expenses incurred in the
ordinary course of business, (e) all Capitalized Lease Obligations of such
Person, (f) all Indebtedness of others secured by a lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person, (g) all
Indebtedness of others guaranteed by such Person to the extent of such guarantee
and (h) all Hedging Obligations of such Person.

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

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

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

         "Issue Date" means the date on which any series of the Securities is
first issued under this Indenture.

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


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                                                                               8

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law. For
the purposes of this Indenture, the Company or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capitalized
Lease Obligation (other than any Capitalized Lease Obligation relating to any
building, structure, equipment or other property used or to be used in the
ordinary course of business of the Company and the Restricted Subsidiaries) or
other title retention agreement relating to such asset.

         "Marketable Security" means any common stock, debt security or other
security of a Person which is (or will, upon distribution thereof, be) listed on
the NYSE, the American Stock Exchange or any national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934, as amended,
or approved for quotation in the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotations System or any
similar system of automated dissemination of quotation of securities prices in
the United States or for which there is a recognized market maker or trading
market.

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

         "NYSE" shall mean the New York Stock Exchange, Inc.

         "Net Proceeds" means, with respect to any Sale/Leaseback Transaction
entered into by the Company or any Subsidiary, the aggregate net proceeds
received by the Company or such Subsidiary from such Sale/Leaseback Transaction
after payment of expenses, taxes, commissions and similar amounts incurred in
connection therewith, whether such proceeds are in cash or in property (valued
at the fair market value thereof at the time of receipt, as determined by the
Board of Directors).

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


<PAGE>   15

                                                                               9

         "Officers' Certificate" means a certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, the Controller, the
Secretary or an Assistant Treasurer, Assistant Controller or Assistant
Secretary, of the Company, and delivered to the Trustee.

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

         "Ordinary Course Lien" means:

                  (a)  Liens for taxes, assessments or governmental charges or
         levies on the property of the Company or any Restricted Subsidiary if
         the same shall not at the time be delinquent or thereafter can be paid
         without penalty, or are being contested in good faith by appropriate
         proceedings and for which adequate reserves, if any, in accordance with
         generally accepted accounting principles shall have been set aside on
         the books of the Company.

                  (b)  Liens imposed by law, such as carriers', warehousemen's,
         landlords' and mechanics' liens and other similar liens arising in the
         ordinary course of business which secure obligations not more than 60
         days past due or which are being contested in good faith by appropriate
         proceedings and for which adequate reserves, if any, in accordance
         with generally accepted accounting principles shall have been set aside
         on the books of the Company;

                  (c)  Liens arising out of pledges or deposits under worker's
         compensation laws, unemployment insurance, old age pensions, or other
         social security or retirement benefits, or similar legislation;

                  (d)  utility easements, building restrictions and such other
         encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the ordinary course of
         business of the Company and the Restricted Subsidiaries;

                  (e)  Liens arising under operating agreements or similar
         agreements in respect of obligations which are not yet due or which are
         being contested in good faith by appropriate proceedings;

                  (f)  Liens on personal property (excluding the Capital Stock
         of any Restricted Subsidiary) securing


<PAGE>   16

                                                                              10

         Indebtedness of the Company or any Restricted Subsidiary other than
         Funded Indebtedness; and

                  (g)  Liens which secure a judgment or other court-ordered
         award or settlement as to which the Company has not exhausted its
         appellate rights.

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that would
be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a
Security denominated in a foreign currency or


<PAGE>   17

                                                                              11

currency unit shall be the U.S. dollar equivalent, determined by the Company on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent,
determined on the date of original issuance of such Security, of the amount
determined as provided in (i) above), of such Security and (iii) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver or upon any such determination as to the presence of a
quorum, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

         "Pari Passu Indebtedness" means any Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall be subordinated in right of
payment to the Securities.

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

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as set forth or
specified in accordance with Section 301 subject to the provisions of
Section 1002.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security


<PAGE>   18

                                                                              12

authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Principal Property" means any manufacturing plant or facility located
within the United States of America (other than its territories or possessions)
owned by the Company or any Restricted Subsidiary which in the opinion of the
Board of Directors, is of material importance to the total business conducted by
the Company and its Restricted Subsidiaries as a whole.

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

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

         "Redemption Rescission Event" shall mean the occurrence of (a) any
general suspension of trading in, or limitation on prices for, securities on the
principal national securities exchange on which shares of Common Stock or
Marketable Securities are registered and listed for trading (or, if shares of
Common Stock or Marketable Securities are not registered and listed for
trading on any such exchange, in the over-the-counter market) for more than
six-and-one-half (6-1/2) consecutive trading hours, (b) any decline in either
the Dow Jones Industrial Average or the Standard & Poor's Index of 400
Industrial Companies (or any successor index published by Dow Jones & Company,
Inc. or Standard & Poor's Corporation) by either (i) an amount in excess of 10%,
measured from the close of business on any Trading Day to the close of business
on the next succeeding Trading Day during the period commencing on the Trading
Day preceding the day notice of any redemption of Securities is given (or, if
such notice is given after the close of business on a Trading Day, commencing on
such Trading Day) and ending at the time and date fixed for redemption in such
notice or (ii) an amount in excess of 15% (or if the time and date fixed for
redemption is more than 15 days following the date on which such notice of
redemption is given, 20%), measured from the close of business on the Trading
Day preceding the day notice of such redemption is given (or, if such notice is
given after the close of business on the Trading Day, from such Trading Day) to
the close of business on any Trading Day at or prior to the time and date fixed
for redemption, (c) a declaration of a banking moratorium or any suspension of
payments in respect of banks by Federal or state authorities in the United
States or


<PAGE>   19

                                                                              13

(d) the commencement of a war or armed hostilities or other national or
international calamity directly or indirectly involving the United States which
in the reasonable judgment of the Company could have a material adverse effect
on the market for the Common Stock or Marketable Securities.

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

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

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

         "Restricted Subsidiary" means any Subsidiary of the Company (a)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States of America (not
including its territories and possessions) and (b) that owns a Principal
Property; provided, however, that the term "Restricted Subsidiary" shall not
include any Subsidiary that is principally engaged in financing the operations
of the Company, or its Subsidiaries, or both, outside the United States of
America.

         "Sale/Leaseback Transaction" has the meaning specified in Section 1006.

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


<PAGE>   20

                                                                              14

Securities authenticated and delivered under this Indenture.

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

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

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

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

         "Trading Day" shall mean, with respect to the Common Stock or a
Marketable Security, so long as the Common Stock or such Marketable Security, as
the case may be, is listed or admitted to trading on the NYSE, a day on which
the NYSE is open for the transaction of business, or, if the Common Stock or
such Marketable Security, as the case may be, is not listed or admitted to
trading on the NYSE a day on which the principal national securities exchange on
which the Common Stock or such Marketable Security, as the case may be, is
listed is open for the transaction of business, or, if the Common Stock or such
Marketable Security, as the case may be, is not so listed or admitted for
trading on any national securities exchange, a day on which NASDAQ is open for
the transaction of business.

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

<PAGE>   21

                                                                              15

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

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

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

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

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

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

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

                  SECTION 102.      Incorporation by Reference of Trust
Indenture Act.  Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of
this Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:

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

                  "Indenture Securities" means the Securities.


<PAGE>   22

                                                                              16

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

                  SECTION 103.      Compliance Certificates and Opinions.
Except as otherwise expressly provided by this Indenture, upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee (1) an Officers'
Certificate stating that all conditions precedent, if any (including any
covenants the compliance with which constitutes a condition precedent), provided
for in this Indenture relating to the proposed action have been complied with;
and (2) an Opinion of Counsel stating that in the opinion of such counsel all
such conditions precedent, if any (including any covenants the compliance with
which constitutes a condition precedent), have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

                  (c)      a statement that, in the opinion of each such Person,
         such Person has made such examination or


<PAGE>   23

                                                                              17

         investigation as is necessary to enable such Person to express an
         informed opinion as to whether or not such covenant or condition has
         been complied with; and

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

                  SECTION 104.      Form of Documents Delivered to Trustee.
(a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  (b)      Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous. Where any Person is required to make, give or
execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument.

                  SECTION 105.      Acts of Holders; Record Dates.  (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the


<PAGE>   24

                                                                              18

Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any
Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.

                  The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1306.

                  The Company may set in advance a record date for purposes of
determining the identity of Holders of Securities entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture,
which record date shall be the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation. If a record date is fixed, those Persons who
were Holders of Outstanding Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled with respect to
such Securities to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such Persons continue to be Holders
after such record date. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice thereof to be
given to the Trustee in writing in the manner provided in Section 106 and to the
relevant Holders as set forth in Section 107.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

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

                  (d)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind
every future Holder of the same Security


<PAGE>   25

                                                                              19

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

                 SECTION 106.       Notices, etc. to Trustee and Company.
Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with (a) the Trustee by any Holder or by
the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Department, and shall be deemed to be made
upon, given or furnished to, or filed with, the Trustee upon actual receipt by
the Trustee thereof or (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company,' Attention: General Counsel, and shall be
deemed to be made upon, given or furnished to, or filed with, the Trustee upon
actual receipt by the Trustee thereof.

                  SECTION 107.      Notice to Holders; Waiver.  Where this
Indenture provides for notice to Holders of Securities of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
to Holders of Securities if in writing and mailed, first-class postage prepaid,
to each Holder affected by such event, at the address of such Holder as it
appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.

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


<PAGE>   26

                                                                            20

notice so mailed, to any particular holder of a Security, shall affect the
sufficiency of such notice with respect to other Holders of Securities given as
provided herein.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  SECTION 108.      Conflict with Trust Indenture Act.  If any
provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or another provision hereof which is required to be included in
this Indenture by any of the provisions of the Trust Indenture Act, such
provision of the Trust Indenture Act or required provision shall control. If any
provision. of this Indenture modifies or excludes any provision of the Trust
Indenture Act which may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or to be
excluded.

                  SECTION 109.      Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 110.      Successors and Assigns.  All covenants
and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

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

                  SECTION 112.      Benefits of Indenture.  Nothing in this
Indenture or in the Securities, expressed or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any
Authenticating Agent, Paying Agent and Security Registrar, and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 113.      Governing Law.  THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE


<PAGE>   27

                                                                              21

EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                  SECTION 114.      Legal Holidays.  In any case where any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of principal and
interest (and premium and Additional Amounts, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity; provided
that no interest shall accrue for the period from and after such interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

                  SECTION 115.      Corporate Obligation.  No recourse may
be taken, directly or indirectly, against any incorporator, subscriber to the
capital stock, stockholder, officer, director or employee of the Company or the
Trustee or of any predecessor or successor of the Company or the Trustee with
respect to the Company's obligations on the Securities or the obligations of the
Company or the Trustee under this Indenture or any certificate or other writing
delivered in connection herewith. Each Holder by accepting a Security waives all
such recourse.

                  SECTION 116.      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.

                                   ARTICLE 11

                                 Security Forms

                  SECTION 201.      Forms Generally.  The Securities of each
series shall be in substantially such form or forms (including global form) as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If temporary Securities of
any series are issued


<PAGE>   28

                                                                              22

in global form as permitted by Section 304, the form thereof shall be
established as provided in the preceding sentence. A copy of the Board
Resolution establishing the form or forms of Securities of any series shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

                  The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution thereof.

                  SECTION 202.      Form of Trustee's Certificate of
Authentication.  The Trustee's certificate of authentication shall be in
substantially the following form:

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

         SunTrust Bank, Atlanta, as Trustee By Authorized Signatory".

                  SECTION 203.      Securities in Global Form.  If Securities
of a series are issuable in global form, as contemplated by Section 301, then,
notwithstanding clause (10) of Section 301 and the provisions of Section 302,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent
the aggregate amount of outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Security in global form to reflect the amount, or any increase or decrease
in the amount, of outstanding Securities represented thereby shall be made by
the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security or in a Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in global form in the manner and upon
instructions given by the Person or Persons specified in such Security or in
the applicable Company Order. If a Company Order pursuant to Section 303 or 304
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not


<PAGE>   29

                                                                              23

comply with Section 103 except as set forth in Section 303 or 304.

                  The provisions of the last sentence of Section 303 shall apply
to any Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 103 and
need not be accompanied by an opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.

                  Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of (and
premium, if any) and interest on any Security form shall be made to the Person
or Persons specified therein.

                  Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company or of the Trustee shall treat a Person as the Holder of such
principal amount of outstanding Securities represented by a global Security as
shall be specified in a written statement, if any, of the Holder of such global
Security.

                  Global Securities shall be issued in registered form.

                  SECTION 204.      Book-Entry Securities.  Notwithstanding any
provision of this Indenture to the contrary:

                  (a)      At the discretion of the Company, any Security may be
issued from time to time, in whole or in part, in permanent global form
registered in the name of a Depositary, or its nominee. Each such Security in
permanent global form is hereafter referred to as a "Book-Entry Security". Upon
such election, the Company shall execute, and the Trustee or an Authenticating
Agent shall authenticate and deliver, one or more Book-Entry Securities that (a)
are denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series, (b) are registered in the name of the
Depositary or its nominee, (c) are delivered by the Trustee or an Authenticating
Agent to the Depositary or pursuant to the Depositary's instructions and (iv)
bear a legend in substantially the following form (or such other form as the
Depositary and the Company may agree upon):

         UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITARY, TO THE COMPANY OR ITS


<PAGE>   30

                                                                              24

         AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF NOMINEE OF THE
         DEPOSITARY OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY, AND ANY PAYMENT IS MADE TO NOMINEE OF
         THE DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, NOMINEE OF THE DEPOSITARY, HAS AN
         INTEREST HEREIN.

                  (b)      Any Book-Entry Security shall be initially executed
and delivered as provided in Section 303. Notwithstanding any other provision of
this Indenture, unless and until it is exchanged in whole or in part for
Securities not issued in global form, a Book-Entry Security may not be
transferred except as a whole by the Depositary to a nominee of such Depositary,
by a nominee of such Depositary to such Depositary or another nominee of such
Depositary, or by such Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.

                  (c)      If at any time the Depositary notifies the Company or
the Trustee that it is unwilling or unable to continue as Depositary for any
Book-Entry Securities, or if any time the Depositary for any Book-Entry
Securities shall no longer be qualified to serve as the Depositary, the Company
shall appoint a successor Depositary, whereupon the retiring Depositary shall
surrender or cause the surrender of its Book-Entry Security or Securities to the
Trustee. The Trustee shall promptly notify the Company upon receipt of such
notice. If a successor Depositary has not been so appointed by the effective
date of the resignation of the Depositary, the Book-Entry Securities will be
issued as Securities not issued in global form, in an aggregate principal amount
equal to the principal amount of the Book-Entry Security or Securities
-theretofore held by the Depositary. The Company may at any time and in its sole
discretion determine that the Securities shall no longer be Book-Entry
Securities represented by a global certificate or certificates, and will so
notify the Depositary. Upon receipt of such notice, the Depositary shall
promptly surrender or cause the surrender of its Book-Entry Security or
Securities to the Trustee. Concurrently therewith, Securities not issued in
global form will be issued in an aggregate principal amount equal to the
principal amount of the Book-Entry Security or Securities theretofore held by
the Depositary. Upon any exchange of Book-Entry Securities for Securities not
issued in global form as set forth in this Section 204(c), such Book-Entry
Securities shall be cancelled by the Trustee, and Securities


<PAGE>   31

                                                                              25

issued in exchange for such Book-Entry Securities pursuant to this section shall
be registered in such names and in such authorized denominations as the
Depositary for such Book-Entry Securities, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee or any Authenticating Agent shall deliver such Securities to the persons
in whose names such Securities are so registered.

                  (d)      The Company and the Trustee shall be entitled to
treat the Person in whose name any Book-Entry Security is registered as the
Holder thereof for all purposes of the Indenture and any applicable laws,
notwithstanding any notice to the contrary received by the Trustee or the
Company; and the Trustee and the Company shall have no responsibility for
transmitting payments to, communication with, notifying, or otherwise dealing
with any beneficial owners of any Book-Entry Security. Neither the Company nor
the Trustee shall have any responsibility or obligations, legal or otherwise,
to the beneficial owners or to any other party including the Depositary, except
for the Holder of any Book-Entry Security; provided, however, notwithstanding
anything herein to the contrary, (a) for the purposes of determining whether the
requisite principal amount of Outstanding Securities have given, made or taken
any request, demand, authorization, direction, notice, consent, waiver,
instruction or other action hereunder as of any date, the Trustee shall treat
any Person specified in a written statement of the Depositary with respect to
any Book-Entry Securities as the Holder of the principal amount of such
Securities set forth therein and (b) nothing herein shall prevent the Company,
the Trustee, or any agent of the Company or Trustee, from giving effect to any
written certification, proxy or other authorization furnished by a Depositary
with respect to any Book-Entry Securities, or impair, as between a Depositary
and holders of beneficial interests in such Securities, the operation of
customary practices governing the exercise of the rights of the Depositary as
Holder of such Securities.

                  (e)      So long as any Book-Entry Security is registered in
the name of a Depositary or its nominee, all payments of the principal of (and
premium, if any) and interest on such Book-Entry Security and redemption thereof
and all notices with respect to such Book-Entry Security shall be made and
given, respectively, in the manner provided in the arrangements of the Company
with such Depositary.
<PAGE>   32
                                                                              26


                                   ARTICLE III

                                 The Securities

                  SECTION 301. Amount Unlimited: Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established in or pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
Indentures supplemental hereto, prior to the issuance of Securities of any
series,

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

                  (b) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Sections 304, 305, 306, 806 or
         1107) and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder;

                  (c) whether any Securities of the series are to be issuable in
         global form, as Book-Entry Securities or otherwise, and, if so, whether
         beneficial owners of interests in any such global Security may exchange
         such interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur, if other than in the manner provided in
         Section 305, and the Depositary for any global Security or Securities;

                  (d) 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;

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

<PAGE>   33
                                                                              27



         interest shall be calculated if other than as provided in Section 310;

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

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

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

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

                  (j) the currency or currencies (including composite currencies
         or currency units) in which payment of the principal of (and premium,
         if any), any interest on and any Additional Amounts with respect to the
         Securities of the series shall be payable if other than the currency of
         the United States of America;

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


<PAGE>   34

                                                                              28



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

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

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

                  (o) any deletions or modifications of or additions to the
         Events of Default set forth in Section 501 or covenants of the Company
         set forth in Article IX pertaining to the Securities of the series;

                  (p) provisions, if any, with regard to the conversion or
         exchange of the Securities of such series, at the option of the Holders
         thereof or the Company, as the case may be, for or into new Securities
         of a different series, Capital Stock or other securities and, if the
         Securities of such series are convertible into Common Stock or other
         Marketable Securities, the Conversion Price therefore;

                  (q) information with respect to book-entry procedures; and

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

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

                  At the option of the Company, interest on the Securities of
 any series that bears interest may be paid by



<PAGE>   35

                                                                              29



mailing a check to the address of any Holder as such address shall appear in
the Security Register.

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

                  SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series denominated in dollars
shall be issuable in denominations of $1,000 and any integral multiple thereof.
Unless otherwise provided as contemplated by Section 301 with respect to any
series of Securities, any Securities of a series denominated in a currency other
than dollars shall be issuable in denominations that are the equivalent, as
determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is reported or
otherwise made available by the Federal Reserve Bank of New York, on the
applicable issue date for such Securities, of $1,000 and any integral multiple
thereof.

                  SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President or one of its Vice Presidents,
under its corporate seal, which may be in facsimile form, reproduced thereon or
affixed thereto and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

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



<PAGE>   36

                                                                              30



                  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
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

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

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

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

                  (d) Authentication and delivery of such Securities by the
         Trustee will not violate the terms of this Indenture.

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

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of



<PAGE>   37

                                                                              31


authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309 together with a written
statement (which need not comply with Section 103 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

                  SECTION 304. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

                  SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept for each



<PAGE>   38

                                                                              32


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

                  Upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series and of like tenor, of any authorized denominations and of a like
aggregate principal amount.

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

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any global Security shall be exchangeable only
as provided in this paragraph. If the beneficial owners of interests in a global
Security are entitled to exchange such interest for Securities of such series
and of like tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in an aggregate principal amount equal to
the principal amount of such global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered from time to time in accordance with instructions
given to the Trustee and the Depositary (which instructions shall be in writing
but need not comply with Section 103 or be accompanied by an opinion of Counsel)
by the Common Depositary or such other depositary or Common Depositary as shall
be specified in the Company Order with



<PAGE>   39

                                                                              33



respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities of the same series
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such global Security, a like aggregate principal amount of other
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of that series is to be
redeemed and ending on the relevant Redemption Date. Promptly following any such
exchange in part, such global Security shall be returned by the Trustee to the
Common Depositary or such other depositary or Common Depositary referred to
above in accordance with the instructions of the Company referred to above. If a
Security is issued in exchange for any portion of a global Security after the
close of business at the office or agency where such exchange occurs on (a) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (b) any Special Record Date and before
the opening of business at such office or agency on the related proposed date
for payment of interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date; or proposed date for payment, as the case
may be, in respect of such Security, but will be payable on such Interest
Payment Date or proposed for payment, as the case may be, only to the Person to
whom interest in respect of such portion of such global Security is payable in
accordance with the provisions of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than



<PAGE>   40

                                                                              34


exchange pursuant to Section 304, 806 or 1107 not involving any transfer.

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

                  SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

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

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

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

<PAGE>   41

                                                                              35

                  SECTION 307.      Payment of Interest; Interest Rights
Preserved. Interest on any Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

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

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities of such series at his address as it
         appears in the Security Register, not less than 10 days prior to such
         Special Record Date. The Trustee may, in its discretion, in the name
         and at the expense of the Company, cause a similar notice to be
         published at least once in an Authorized Newspaper, but such
         publication


<PAGE>   42

                                                                              36

         shall not be a condition precedent to the establishment of such Special
         Record Date. Notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor having been so mailed, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Securities of such series (or their respective Predecessor Securities)
         are at the close of business on such Special Record Date and shall no
         longer be payable pursuant to the following Clause (2).

                  (2)      The Company may make payment of any Defaulted
         Interest on the Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this Clause, such manner of payment
         shall be deemed practicable by the Trustee. At the option of the
         Company, interest on Debt Securities of any series that bear interest
         may be paid by mailing a check to the address of the person entitled
         thereto as such address shall appear in the Security Register or by
         wire transfer to an account maintained by the person entitled thereto
         as specified in the Security Register.

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

                  SECTION 308.      Persons Deemed Owners.     Prior to due
presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name
such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Sections
305 and 307) interest on such Security and for all other purposes whatsoever,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

                  SECTION 309.      Cancellation.     All Securities surrendered
for payment, redemption, repayment at option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered shall be promptly cancelled by the


<PAGE>   43

                                                                              37

Trustee. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

                  SECTION 310.      Computation of Interest.   Except as
otherwise specified as contemplated by Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months.

                  SECTION 311.      CUSIP Numbers.    The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

                                   ARTICLE IV

                           Satisfaction and Discharge

                  SECTION 401.      Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of further effect with
respect to Securities of a series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of such series, when

                  (a)      Either

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


<PAGE>   44

                                                                              38

                  discharged from such trust, as provided in Section 903) have
                  been delivered to the Trustee for cancellation; or

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

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

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

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

                  (d)      The Company has delivered to the Trustee an Officers,
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of this Indenture with respect to the Outstanding Securities
         of such series have been complied with;

                  (e)      If the conditions set forth in Section 401(a)(i) have
         not been satisfied, and unless otherwise specified pursuant to Section
         301 for the Securities of such series, the Company has delivered to the
         Trustee an Opinion of Counsel to the effect that the Holders of
         Securities of such series will not recognize income, gain


<PAGE>   45

                                                                              39

         or loss for United States federal income tax purposes as a result of
         such deposit, satisfaction and discharge and will be subject to United
         States Federal income tax on the same amount and in the same manner and
         at the same time as would have been the case if such deposit,
         satisfaction and discharge had not occurred; and

                  (f)      No default or Event of Default with respect to the
         Securities of such issue shall have occurred and be continuing on the
         date of such deposit or, insofar as clause (e) or (f) of Section 501 is
         concerned, at any time in the period ending on the 91st day after the
         date of such deposit (it being understood that this condition shall not
         be deemed satisfied until the expiration of such period).

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to the Outstanding Securities of such series pursuant to
this Section 401, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under Section
614 and, except for a discharge pursuant to subclause (i) of clause (a) of this
Section, the obligations of the Company under Sections 305, 306, 404, 601, 607,
610(e), 1001 and 1002 and the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

                  SECTION 402.      Application of Trust Money. Subject to the
provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the


<PAGE>   46

                                                                              40

provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest and Additional Amounts for the
payment of which such money has been deposited with the Trustee.

                  SECTION 403.      Discharge of Liability on Securities of Any
Series.  If this Section is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of such
series, the obligation of the Company under this Indenture and the Securities of
such series to pay the principal of (and premium, if any) and interest on
Securities of such series shall cease, terminate and be completely discharged
and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging such satisfaction and discharge, when

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

                  (b)      The Company has delivered to the Trustee a Company
         Request requesting such satisfaction and discharge;

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

                  (d)      The Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of the indebtedness on the Outstanding Securities of such
         series have been complied with.

                  Upon the satisfaction of the conditions set forth in this
Section with respect to all the Outstanding Securities of any series, the
terms and conditions of such series, including the terms and conditions with
respect thereto set forth in


<PAGE>   47

                                                                              41

this Indenture, shall no longer be binding upon, or applicable to, the Company;
provided, that the Company shall not be discharged from any payment obligations
in respect of Securities of such series which are deemed not to be outstanding
under clause (c) of the definition thereof if such obligations continue to be
valid obligations of the Company under applicable law or pursuant to Section 305
or 306.

                  SECTION 404.      Reinstatement.    If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations deposited with
respect to Securities of any series in accordance with Section 401 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture with respect to the
Securities of such series and the Securities of such series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 401 until such
time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 401; provided, however, that
if the Company has made any payment of principal of (or premium, if any), or
interest on and any Additional Amounts with respect to any Securities because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE V

                                    Remedies

                  SECTION 501.      Events of Default.         "Event of
Default", wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body), unless it is
either inapplicable to a particular series or it is specifically deleted or
modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities, or in the form of Security for such
series:

                  (a)      Default in the payment of any interest or any
         Additional Amounts upon any Security of that series when such interest
         or Additional Amounts become due and


<PAGE>   48

                                                                              42

         payable, and continuance of such default for a period of 30 days;

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

                  (c)      Default in the deposit of any sinking fund payment,
         when and as due by the terms of a Security of that series;

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

                  (e)      The entry by a court having jurisdiction in the
         premises of (i) a decree or order for relief in respect of the Company
         in an involuntary case or proceeding under any applicable Federal or
         state bankruptcy, insolvency, reorganization or other similar law or
         (ii) a decree or order adjudging the Company a bankrupt or insolvent,
         or approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable Federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 60 consecutive
         days;

                  (f)      The commencement by the Company of a voluntary case
         or proceeding under any applicable Federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the


<PAGE>   49

                                                                              43

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

                  (g)      Any other Event of Default provided with respect to
         Securities of that series.

                  Notwithstanding the foregoing provisions of this Section 501,
if the principal of (and premium, if any) or any interest on, or Additional
Amounts with respect to, any Security is payable in a currency or currencies
(including a composite currency or currency unit) other than Dollars and such
currency (or currencies) is (or are) not available to the Company for making
payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company (a "Conversion Event"), the
Company will be entitled to satisfy its obligations to Holders of the Securities
by making such payment in Dollars in an amount equal to the Dollar equivalent of
the amount payable in such other currency, as determined by the Company by
reference to the noon buying rate in The City of New York for cable transfers
for such currency ("Exchange Rate"), as such Exchange Rate is certified for
customs purposes by the Federal Reserve Bank of New York on the date of such
payment, or, if such rate is not then available, on the basis of the most
recently available Exchange Rate.

                  Notwithstanding the foregoing provisions of this Section 501,
any payment made under such circumstances in Dollars where the required payment
is in a currency other than Dollars will not constitute an Event of Default
under this Indenture. Promptly after the occurrence of a Conversion Event, the
Company shall give written notice thereof to the Trustee; and the Trustee,
promptly after receipt of such notice, shall give notice thereof in the manner
provided in Section 106 to the Holders. Promptly after the making of any
payment in Dollars as a result of a Conversion Event, the


<PAGE>   50

                                                                              44

Company shall give notice in the manner provided in Section 106 to the Holders,
setting forth the applicable Exchange Rate and describing the calculation of
such payments.

                  SECTION 502.      Acceleration of Maturity; Rescission and
Annulment.        If an Event of Default with respect to any Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
outstanding Securities of (a) the series affected by such default (in the case
of an Event of Default described in clause (a), (b), (c), (d) or (g) of Section
501) or (b) all series of Securities (subject to the immediately following
sentence, in the case of other Events of Default) may declare the principal
amount (or, if any such Securities are original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of the series affected by such default or all series,
as the case may be, to be due and payable immediately, by a notice in writing to
the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately
due and payable. If an Event of Default described in clause (e) or (f) of
Section 501 shall occur, the principal amount of the Outstanding Securities of
all series ipso facto shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder. At any
time after such a declaration of acceleration with respect to Securities of any
series (or of all series, as the case may be) has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series (or of all series, as the
case may be), by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

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

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

                           (ii)     The principal of (and premium, if any, on)
                  any Securities of that series (or of all series, as the case
                  may be) which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  or rates prescribed therefor in such Securities (in the case
                  of


<PAGE>   51

                                                                              45

                  Original Issue Discount Securities, the Securities' Yield to
                  Maturity);

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

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

                  (b)      All Events of Default with respect to Securities of
         that series (or of all series, as the case may be), other than the
         nonpayment of the principal of Securities of that series (or of all
         series, as the case may be) which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 513. No such rescission shall affect any subsequent default or
         impair any right consequent thereon.

                  SECTION 503.      Collection of Indebtedness and Suits for
Enforcement by Trustee.    The Company covenants that if

                  (a)      Default is made in the payment of any installment of
         interest on, or any Additional Amounts with respect to, any Security of
         any series when such interest or Additional Amounts shall have become
         due and payable and such default continues for a period of 30 days; or

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

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


<PAGE>   52
                                                                              46

expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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

                  SECTION 504.      Trustee May File Proofs of Claim.   In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal (or lesser amount in the case of
Original Issue Discount Securities) of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal (premium, if any), interest or Additional Amounts) shall be
entitled and empowered, by intervention in such proceeding or otherwise, (a) to
file and prove a claim for the whole amount of principal (or lesser amount in
the case of Original Issue Discount Securities) (and premium, if any) and
interest and any Additional Amounts owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and (b) to collect and receive any moneys, or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other


<PAGE>   53

                                                                              47

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

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

                  SECTION 505.      Trustee May Enforce Claims Without
Possession of Securities.       All rights of action and claims under this
Indenture or the Securities may be prosecuted and enforced by the Trustee
without possession of any of the Securities or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.

                  SECTION 506.      Application of Money Collected.     Any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal (or premium, if any),
interest or any Additional Amounts, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

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

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


<PAGE>   54

                                                                              48

         priority of any kind, according to the amounts due and payable on
         such Securities; and

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

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

                  SECTION 507.      Limitation on Suits.       No Holder of any
Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

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

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

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


<PAGE>   55

                                                                              49

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

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

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

                  SECTION 508.      Unconditional Right of Holders To Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on and any Additional Amounts with respect
to such Security on the Stated Maturity or Maturities expressed in such Security
(or, in the case of redemption or repayment at the option of the Holder, on the
Redemption Date or the repayment date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

                  SECTION 509.      Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding has been instituted.

                  SECTION 510.      Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent


<PAGE>   56

                                                                              50

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

                  SECTION 511.      Delay or Omission Not Waiver. No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

                  SECTION 512.      Control by Holders. With respect to
Securities of any series, the holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, relating to
or arising under an Event of Default described in clauses (a), (b), (c), (d) or
(g) of Section 501, and with respect to all Securities the Holders of a majority
in principal amount of all Outstanding Securities shall have the right to direct
the time, method and place of conducting any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, not relating to or
arising under such an Event of Default, provided that in each such case

                  (a)      Such direction shall not be in conflict with any rule
         of law or with this Indenture, and

                  (b)      The Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction.

                  SECTION 513.      Waiver of Past Defaults. The Holders of a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, and the
Holders of a majority in principal amount of all Outstanding Securities may on
behalf of the Holders of all Securities waive any other past default hereunder
and its consequences, except in each case a default

<PAGE>   57

                                                                              51

                  (a) In the payment of the principal of (or premium, if any) or
         interest on, or any Additional Amounts with respect to, any Security;
         or

                  (b) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.

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

         SECTION 514.  Undertaking for Costs.   All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on, or any Additional Amounts
with respect to, any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

         SECTION 515.  Waiver of Stay or Extension Laws.  The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the


<PAGE>   58

                                                                              52

execution of every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   The Trustee

         SECTION 601.  Certain Duties and Responsibilities.  (a) Except during
the continuance of an Event of Default with respect to the Securities of any
series,

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

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

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

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

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

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


<PAGE>   59

                                                                              53

                  (iii) The Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of a majority in principal amount of
         the Outstanding Securities of any series or of all series, determined
         as provided in Section 512, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Securities of such series; and

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

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

                  (vi)  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.

         SECTION 602.  Notice of Defaults.  Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in the TIA
Section 313(c) notice of such default hereunder actually known to the Trustee to
all Holders of Securities of such series in the manner provided in Section 106,
unless such default or breach shall have been cured or waived; provided,
however, that except in the case of a default in the payment of the principal
of (or premium, if any) or interest on, or any Additional Amounts with respect
to, any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default


<PAGE>   60

                                                                              54

of the character specified in Section 501(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.

         SECTION 603.  Certain Rights of Trustee.  Subject to the provisions of
Section 601:

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

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

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

                  (d) The Trustee may consult with counsel, and as a condition
         to the taking, suffering, or omission of any action hereunder, may
         require an Opinion of Counsel, and the written advice of such counsel
         or any Opinion of Counsel shall be full and complete authorization and
         protection in respect of any action taken, suffered or omitted by it
         hereunder in good faith and in reliance thereon;

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


<PAGE>   61

                                                                              55

                  (f) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney; and

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

         SECTION 604.  Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         SECTION 605.  May Hold Securities.  The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         SECTION 606.  Money Held in Trust.  Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 607.  Compensation and Reimbursement.  The Company agrees

                  (a) To pay to the Trustee from time to time reasonable
         compensation for all services rendered by it


<PAGE>   62

                                                                              56

         hereunder, including services rendered in connection with or during the
         continuation of a default hereunder (which compensation shall not be
         limited by any provision of law in regard to the compensation of a
         trustee of an express trust);

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

                  (c) To indemnify the Trustee and each of their respective
         directors, officers, agents, and employees, for, and to hold them
         harmless against, any loss, damages, claims, liability or expense of
         whatsoever kind incurred without negligence or bad faith on its part,
         arising out of or in connection with the acceptance or administration
         of the trust or trusts or the performance of its duties hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium, if any, or interest, if any,
on, or any Additional Amounts with respect to, particular Securities. Any
expenses and compensation for any services rendered by the Trustee after the
occurrence of an Event of Default specified in clause (e) or (f) of Section 501
shall constitute expenses and compensation for services of administration under
all applicable Federal or state bankruptcy, insolvency, reorganization or other
similar laws.

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

         SECTION 608.  Disqualification; Conflicting Interests.  (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities of any series, it shall, within 90 days
after ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign with


<PAGE>   63

                                                                              57

respect to the Securities of that series in the manner and with the effect
hereinafter specified in this Article.

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

         (c)  For the purposes of this Section, the term "conflicting interest"
shall have the meaning specified in Section 310(b) of the Trust Indenture Act
and the Trustee shall comply with Section 310(b) of the Trust Indenture Act;
provided that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act with respect to the Securities of any series the
Indenture between the Company and the Trustee relating to the Company's
subordinated debt securities, this Indenture with respect to the Securities of
any series other than that series and any other indenture or indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding, if the requirements for such
exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. For
purposes of the preceding sentence, the optional provision permitted by the
second sentence of Section 310(b)(9) of the Trust Indenture Act shall be
applicable.

         SECTION 609.  Corporate Trustee Required; Eligibility.  There shall at
all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

         SECTION 610.  Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this


<PAGE>   64

                                                                              58

Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611.

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

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

         (d)  If at any time:

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

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

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to any or
all series of Securities and the appointment of a successor Trustee or Trustees
with respect to such series.

         (e)  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the


<PAGE>   65

                                                                              59

office of the Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those
series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at
any time there shall be only one Trustee with respect to the Securities of any
particular series) and such successor Trustee or Trustees shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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

         SECTION 611.  Acceptance of Appointment by Successor.  (a) In case of
the appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the


<PAGE>   66

                                                                              60

request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder.

         (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,
(ii) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         (c)  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully


<PAGE>   67

                                                                              61

and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (a) or (b) of this Section,
as the case may be.

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

         SECTION 612.  Merger, Conversion, Consolidation or Succession to
Business.  Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         SECTION 613.  Preferential Collection of Claims Against Company.  The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent indicated therein.

         SECTION 614.  Appointment of Authenticating Agent.  The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent


<PAGE>   68

                                                                              62

shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to act
as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or state
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

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

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


<PAGE>   69

                                                                              63



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

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

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


                                             SUNTRUST BANK, ATLANTA, AS TRUSTEE

                                             By:
                                                --------------------------------
                                                     As Authenticating Agent

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

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

                                   ARTICLE VII

                Holder's Lists and Reports by Trustee and Company

                  SECTION 701. Company To Furnish Trustee Names and Addresses of
Holders. With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

                  (a) Semiannually, not more than 15 days after each Regular
         Record Date relating to that series (or, if there



<PAGE>   70

                                                                              64


         is no Regular Record Date relating to that series, on June 30 and
         December 31), a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of that series as of
         such dates; and

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

provided that so long as the Trustee is the Security Registrar, the Company
shall not be required to furnish or cause to be furnished such a list to the
Trustee.

                  SECTION 702. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of each series contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders of each series received by the Trustee in its
capacity as Security Registrar. The Trustee may destroy any list furnished to it
as provided in Section 701 upon receipt of a new list so furnished.

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

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

                  SECTION 703. Reports by Trustee. (a) Within 60 days after
January 31 of each year commencing with the year 1999, the Trustee shall
transmit by mail to Holders a brief report dated as of such reporting date that
complies with Section 313(a) of the Trust Indenture Act.

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



<PAGE>   71

                                                                              65


                  (c) Reports pursuant to this Section shall be transmitted by
         mail:

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

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

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

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

                  SECTION 704. Reports by Company. The Company shall file with
the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 12 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, and shall
otherwise comply with Section 314(a) of the Trust Indenture Act.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

                  SECTION 801. Company May Consolidate, etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

                  (a) The Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the



<PAGE>   72

                                                                              66


         properties and assets of the Company substantially as an entirety shall
         be a corporation, partnership or trust, shall be organized and existing
         under the laws of the United States or any state thereof or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment of the
         principal of (and premium, if any) and interest (including all
         Additional Amounts, if any) on all the Securities and the performance
         of every covenant of this Indenture on the part of the Company to be
         performed or observed;

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

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

                  SECTION 802. Successor Person Substituted. Upon any
consolidation by the Company with or merger by the Company into any other Person
or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of such lease, the
predecessor Person shall be relieved of all obligations and covenants under this
indenture and the Securities.

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the



<PAGE>   73

                                                                              67


Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

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

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

                  (d) To add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of securities; provided
         that any such addition, change or elimination shall become effective
         only when there is no Security Outstanding of any series created prior
         to the execution of such supplemental indenture which is adversely
         affected by such addition or such change in or elimination of such
         provision;

                  (e) To establish the form or terms of Securities of any series
         as permitted by Sections 201 and 301 and to provide for uncertificated
         Securities in addition to or in place of certificated Securities, or to
         provide for certificated Securities in addition to or in place of
         uncertificated Securities;

                  (f) To supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Section 401 or Section 403; provided, however, that any such action
         shall not adversely affect the interest of the Holders of Securities of
         such series or any other series of Securities in any material respect;



<PAGE>   74

                                                                              68


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

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

                  (i) To provide for the terms and conditions of conversion into
         Common Stock or other Marketable Securities of the Securities of any
         series which are convertible into Common Stock or other Marketable
         Securities, if different from those set forth in Article Fourteen; or

                  (j) To comply with any requirement in order to effect or
         maintain the qualification of this Indenture under the Trust Indenture
         Act.

                  SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (a) Change the Stated Maturity of the principal of, or any
         installment of principal of interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon, any
         Additional Amounts with respect thereto or any premium payable upon the
         redemption thereof, or change any obligation of the Company to pay
         Additional Amounts (except as contemplated by Section 801(a) and
         permitted by Section 901(a)), or



<PAGE>   75

                                                                              69



         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or
         adversely affects any right of repayment at the option of the Holder of
         any security, or change any Place of Payment where, or the coin or
         currency or currencies (including composite currencies or currency
         units) in which, any Security or any premium or any interest thereon or
         Additional Amounts with respect thereto is payable, or impair the right
         to institute suit for the enforcement of any such payment on or after
         the Stated Maturity thereof (or, in the case of redemption or repayment
         at the option of the Holder, on or after the Redemption Date or the
         Repayment Date, as the case may be);

                  (b) Reduce the percentage in principal amount of Outstanding
         Securities, the consent of whose Holders is required for any such
         supplemental indenture, or the consent of whose Holders is required for
         any waiver (of compliance with certain provisions of this Indenture or
         certain defaults hereunder and their consequences) provided for in this
         Indenture; or

                  (c) Modify any of the provisions of this Section, Section 513
         or Section 1008, except to increase any such percentage or to provide
         with respect to any particular series the right to condition the
         effectiveness of any supplemental indenture as to that series on the
         consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 301 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby; provided,
         however, that this clause shall not be deemed to require the comment of
         any Holder with respect to changes in the references to "the Trustee"
         and concomitant changes in this Section and Section 1010, or the
         deletion of this proviso, in accordance with the requirements of
         Sections 611(b) and 901(f).

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



<PAGE>   76

                                                                              70


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

                  SECTION 903. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties, immunities or liabilities under this Indenture or otherwise.

                  SECTION 904. Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

                  SECTION 905. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  SECTION 906. Reference in Securities to Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for outstanding Securities of such series.

                                    ARTICLE X

                                    Covenants

                  SECTION 1001. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of



<PAGE>   77

                                                                              71


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

                  SECTION 1002. Maintenance of Office or Agency. The Company
will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.
Unless otherwise designated by the Company by written notice to the Trustee,
such office or agency shall be at the office of the Trustee in the City of New
York, which, on the date hereof, is located at SunTrust Bank, Atlanta, c/o First
Chicago Trust Company, Corporate Trust, 8th Floor, Suite 4607, 14 Wall Street,
New York, New York 10005. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency. The Company hereby designates the Corporate Trust Office
of the Trustee as one such office or agency of the Company in accordance with
Section 305.

                  SECTION 1003. Money for Securities Payments To Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on or any Additional Amounts with
respect to any of the Securities of that series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the
principal (and premium, if any) or



<PAGE>   78

                                                                              72


interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

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

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

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

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.
<PAGE>   79

                                                                              73

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for three years after such principal (and premium, if any) or interest
has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in The Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

                  SECTION 1004.     Existence.        Subject to Article VII,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.

                  SECTION 1005.     Maintenance of Properties.          The
Company will cause all properties used or useful in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section shall prevent that Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.

                  SECTION 1006.     Limitation on Sale/Leaseback Transactions.
The Company shall not, and shall not permit any Restricted Subsidiary to, enter
into any arrangement providing for the leasing by the Company or any Restricted
Subsidiary


<PAGE>   80

                                                                              74

for a period of more than three years, of any real or tangible personal
property, which property has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person in contemplation of such leasing (a
"Sale/Leaseback Transaction") with any Person (other than the Company or a
Restricted Subsidiary) unless:

                  (a)      The Company or such Restricted Subsidiary would, at
         the time of entering into such sale/leaseback Transaction, be entitled
         to incur Indebtedness, in a principal amount equal to the Attributable
         Indebtedness with respect to such Sale/Leaseback Transaction, secured
         by a Lien on the property subject to such Sale/Leaseback Transaction
         pursuant to Section 1007 without equally and ratably securing the
         Securities pursuant to such Section;

                  (b)      After the Issue Date and within a period commencing
         six months prior to the consummation of such Sale/Leaseback Transaction
         and ending six months after the consummation thereof, the Company or
         such Restricted Subsidiary shall have expended for property used or to
         be used in the ordinary course of business of the Company and the
         Restricted Subsidiaries an amount equal to all or a portion of the Net
         Proceeds of such Sale/Leaseback Transaction and the Company shall have
         elected to designate such amount as a credit against such
         Sale/Leaseback Transaction (with any such amount not being so
         designated to be applied as set forth in clause (c) below); or

                  (c)      The Company, during the 12-month period after the
         effective date of such Sale/Leaseback Transaction, shall have applied
         to the voluntary defeasance or retirement of Securities or any Pari
         Passu Indebtedness an amount equal to the greater of the Net Proceeds
         of the sale or transfer of the property leased in such Sale/Leaseback
         Transaction and the fair value, as determined by the Board of Directors
         of the Company, of such property at the time of entering into such
         Sale/Leaseback Transaction (in either case adjusted to reflect the
         remaining term of the lease and any amount expended by the Company as
         set forth in clause (b) above), less an amount equal to the principal
         amount of Securities and Pari Passu Indebtedness voluntarily defeased
         or retired by the Company within such 12-month period and not
         designated as a credit against any other Sale/Leaseback Transaction
         entered into by the Company or any Subsidiary during such period.

                  SECTION 1007.     Limitation on Liens.       No provision of
this Indenture or the Securities shall in any way restrict or


<PAGE>   81

                                                                              75

prevent the Company or any Restricted Subsidiary from issuing, assuming,
guaranteeing or otherwise incurring any Indebtedness; provided, however, that
the Company shall not, and shall not permit any Restricted Subsidiary to, issue,
assume or guarantee any Indebtedness secured by any Lien on any property or
asset now owned or hereafter acquired by the Company or such Restricted
Subsidiary without making effective provision whereby any and all Securities
then or thereafter outstanding will be secured by a Lien equally and ratably
with any and all other obligations thereby secured for so long as any such
obligations shall be so secured. Notwithstanding the foregoing, the Company or
any Restricted Subsidiary may, without so securing the Securities, issue, assume
or guarantee Indebtedness secured by the following Liens:

                  (a)      Liens existing an the Issue Date or provided for
         under the terms of agreements existing on the Issue Date;

                  (b)      Liens on property securing (i) all or any portion of
         the cost of acquiring, constructing, altering, improving or repairing
         any property or assets, real or personal, or improvements used or to be
         used in connection with the property of the Company or Restricted
         Subsidiaries or (ii) Indebtedness incurred by the Company or any
         Restricted Subsidiary to provide funds for the activities set forth in
         clause (i) above;

                  (c)      Liens securing Indebtedness owed by a Restricted
         Subsidiary to the Company or to any other Restricted Subsidiary;

                  (d)      Liens on the property of any Person existing at the
         time such Person becomes a Subsidiary of the Company and not incurred
         as a result of (or in connection with or in anticipation of) such
         Person becoming a Subsidiary of the Company; provide that such Liens do
         not extend to or cover any property or assets of the Company or any of
         its Subsidiaries other than the property so acquired;

                  (e)      Liens on any property securing (i) Indebtedness
         incurred in connection with the construction, installation or financing
         of pollution control or abatement facilities or other forms of
         industrial revenue bond financing or (ii) Indebtedness issued or
         guaranteed by the United States or any State thereof or any department,
         agency or instrumentality of either;

                  (f)      Any Lien extending, renewing or replacing (or
         successive extensions, renewals or replacements of) any Lien of any
         type permitted under clauses (a) through (e) above; provided that such
         Lien extends to or covers only


<PAGE>   82

                                                                              76

         the property that is subject to the Lien being extended, renewed or
         replaced;

                  (g)      Any Ordinary Course Lien arising, but only so long as
         continuing, in the ordinary course of business of the Company and the
         Restricted Subsidiaries; or

                  (h)      Liens (exclusive of any Lien of any type otherwise
         permitted under clauses (a) through (g) above) securing Indebtedness of
         the Company or any Restricted Subsidiary in an aggregate principal
         amount which, together with the aggregate amount of Attributable
         Indebtedness deemed to be outstanding in respect of all Sale/Leaseback
         Transactions entered into pursuant to clause (a) of Section 1006
         (exclusive of any such Sale/Leaseback Transactions otherwise permitted
         under clauses (a) through (g) above), does not at the time such
         Indebtedness is incurred exceed 15% of the Consolidated Tangible Assets
         of the Company (as shown in the most recent audited consolidated
         balance sheet of the Company and its Subsidiaries).

                  SECTION 1008.     Payment of Taxes and Other Claims.  The
Company will pay or discharge or cause to be paid or discharged, before the same
shall become delinquent, (a) all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (b) all material
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                  SECTION 1009.     Statement by Officers as to Default.     The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date hereof so long as any Security
is outstanding hereunder, an Officers' Certificate, stating that a review of the
activities of the Company during such year and of performance under this
Indenture has been made under the supervision of the signers thereof and whether
or not to the best of their knowledge, based upon such review, the Company is in
default in the performance, observance or fulfillment of any of its covenants
and other obligations under this Indenture, and if the Company shall be in
default, specifying each such default known to them and the nature and status
thereof. One of the officers signing the Officers' Certificate delivered
pursuant


<PAGE>   83

                                                                              77

to this Section 1009 shall be the principal executive, financial or accounting
officer of the Company.

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

                  SECTION 1010.     Waiver of Certain Covenants.        The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1005 to 1008, inclusive, with respect to the
Securities of any series, or any covenant added for the benefit of any series of
Securities as contemplated by Section 301 (unless otherwise specified pursuant
to Section 301) if before or after the time for such compliance the Holders of a
majority in principal amount of the Outstanding Securities of such series
affected by such omission (acting as one class) shall, by act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant, or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

                  SECTION 1011.     Additional Amounts.        If the Securities
of a series provide for the payment of Additional Amounts, the Company will pay
to the Holder of any Security of such series Additional Amounts as provided
therein. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or the net proceeds received on the sale or exchange of
any Security of any series, such mention shall be deemed to include mention of
the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

                  If the Securities of a series provide for the payment of
Additional Amounts, at least 10 days prior to the first interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the


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                                                                              78

matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish the Trustee and the Company's principal Paying Agent or Paying
Agents, if other than the Trustee, with an Officers' Certificate instructing the
Trustee and such Paying Agent or Paying Agents whether such payment of principal
of and any premium or interest on the Securities of that series shall be made to
Holders of Securities of that series who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of that series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities and the Company will pay to such Paying Agent the Additional Amounts
required by this Section. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

                                   ARTICLE XI

                            Redemption of Securities

                  SECTION 1101.     Applicability of Article.  Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                  SECTION 1102.     Election To Redeem; Notice to Trustee.
The election of the Company to redeem any Securities shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, the principal amount of Securities of such series to be
redeemed, the Redemption Price of such Securities and the amount of any accrued
interest and Additional Amounts payable with respect thereto on the Redemption
Date. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.


<PAGE>   85

                                                                              79

                  SECTION 1103.     Selection by Trustee of Securities to be
Redeemed.         If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, pro rata or by
lot or by such other method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series or of the principal amount of global Securities of such series.

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

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

                  SECTION 1104.     Notice of Redemption.      Notice of
redemption shall be given in the manner provided in Section 107 to each Holder
of Securities to be redeemed not less than 30 nor more than 60 days prior to the
Redemption Date.

                  All notices of redemption shall state:

                  (a)      The Redemption Date;

                  (b)      The Redemption Price, including each component
         thereof;

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

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


<PAGE>   86

                                                                              80

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

                  (f)      That the redemption is for a sinking fund, if such is
         the case;

                  (g)      The aggregate principal amount of Securities being
         redeemed;

                  (h)      The "CUSIP" number of the Securities, if applicable;
         and

                  (i)      Such other information as the Trustee in its
         reasonable discretion deems appropriate.

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

                  SECTION 1105.     Deposit of Redemption Price.        On or
before any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, and any Additional Amounts with
respect to, all the Securities which are to be redeemed on that date.

                  SECTION 1106.     Securities Payable on Redemption Date.
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price, accrued interest on Additional
Amounts, if any, payable) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest (and any Additional Amounts) to the Redemption Date; and
provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.


<PAGE>   87

                                                                              81

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

                  SECTION 1107.     Securities Redeemed in Part.        Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                  SECTION 1108.     Purchase of Securities.    Unless otherwise
specified as contemplated by Section 301, the Company and any Affiliate of the
Company may at any time purchase or otherwise acquire Securities in the oven
market or by private agreement. Such acquisition shall not operate as or be
deemed for any purpose to be a redemption of the indebtedness represented by
such Securities. Any Securities purchased or acquired by the Company may be
delivered to the Trustee and, upon such delivery, the indebtedness represented
thereby shall be deemed to be satisfied. Section 309 shall apply to all
Securities so delivered.

                  SECTION 1109.     Rescission of Redemption.  In the event that
this Section 1109 is specified to be applicable to a series of Securities
pursuant to Section 301 and a Redemption Rescission Event shall occur following
any day on which a notice of redemption shall have been given pursuant to
Section 1104 hereof but at or prior to the time and date fixed for redemption as
set forth in such notice of redemption, the Company may, at its sole option, at
any time prior to the earlier of (i) the close of business on that day which is
two Trading Days following such Redemption Rescission Event and (ii) the time
and date fixed for redemption as set forth in such notice of redemption shall
have related by making a public announcement of such rescission (the date on
which such public announcement shall have been made being hereinafter referred
to as the "Rescission Date"). The Company shall be deemed to have made such
announcement if it shall issue a release to the Dow Jones New Service, Reuters
Information


<PAGE>   88

                                                                              82

Services or any successor news wire service. From and after the making of such
announcement, the Company shall have no obligation to redeem Securities called
for redemption pursuant to such notice of redemption or to pay the Redemption
Price therefor and all rights of Holders of Securities shall be restored as if
such notice of redemption had not been given. As promptly as practicable
following the making of such announcement, the Company shall telephonically
notify the Trustee and the Paying Agent of such rescission. The Company shall
give notice of any such rescission by first-class mail, postage prepaid, mailed
as promptly as practicable but in no event later than the close of business on
that day which is five Trading Days following the Rescission Date to each Holder
of Securities at the close of business on the Rescission Date, to any other
Person that was a Holder of Securities and that shall have surrendered
Securities for conversion following the giving of notice of the subsequently
rescinded redemption and to the Trustee and the Paying Agent. Each notice of
rescission shall (w) state that the redemption described in the notice of
redemption has been rescinded, (x) state that any Converting Holder shall be
entitled to rescind the conversion of Securities surrendered for conversion
following the day on which notice of redemption was given but on or prior to the
date of the mailing of the Company's notice of rescission, (y) be accompanied by
a form prescribed by the Company to be used by any Converting Holder rescinding
the conversion of Securities so surrendered for conversion (and instructions for
the completion and delivery of such form, including instructions with respect to
any payment that may be required to accompany such delivery) and (z) state that
such form must be properly completed and received by the Company no later than
the close of business on a date that shall be 15 Trading Days following the date
of the mailing of such notice of rescission.

                  SECTION 1110.     Repayment at the Option of Holders.
Securities of any series which are repayable at the option of the Holders
thereof before their Stated Maturity shall be repaid in accordance with the
terms of the Securities of such series. The repayment of any principal amount of
Securities pursuant to such option of the Holder to require repayment of
Securities before their stated Maturity, for purposes of Section 309 shall not
operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1110, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such


<PAGE>   89

                                                                              83

Securities by paying to the Holders of such Securities on or before the close of
business on the repayment date an amount not less than the repayment price
payable by the Company on repayment of such Securities, and the obligation of
the Company to pay the repayment price of such Securities shall be satisfied and
discharged to the extent such payment is so paid by such purchasers.

                                   ARTICLE XII

                                  Sinking Funds

                  SECTION 1201.     Applicability of Article.  The provisions of
this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section
301 for Securities of such series.

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

                  SECTION 1202.     Satisfaction of Sinking Fund Payments with
Securities.       The Company (a) may deliver Outstanding Securities of a series
(other than any previously called for redemption), and (b) may amply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

<PAGE>   90
                                                                              84

                  SECTION 1203. Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers. Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                  ARTICLE XIII

                        Meetings of Holders of Securities

                  SECTION 1301.  Purposes for Which Meetings May Be Called.  A
meeting of Holders of Securities of any or all series may be called at any time
and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

                  SECTION 1302.  Call, Notice and Place of Meetings.  (a) The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1301, to be held at such time and at such
place in Atlanta, Georgia, in The Borough of Manhattan, The City of New York, or
in any other location, as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 107, not less than 20
nor more than 180 days prior to the date fixed for the meeting.

                  (b)      In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of any series, shall have requested the Trustee for any
such series to call a meeting of the Holders of Securities of such series for
any
<PAGE>   91

                                                                              85

purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 30 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the Holders
of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in Atlanta, Georgia, or in The Borough of
Manhattan, The City of New York, for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in Subsection (a) of this
Section.

                  SECTION 1303.  Persons Entitled To Vote at Meetings.  To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (a) a Holder of one or more Outstanding Securities of such series, or
(b) a Person appointed by an instrument in writing as proxy for a Holder or
Holders of one or more Outstanding Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

                  SECTION 1304.  Quorum; Action.  The Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of a series
shall constitute a quorum for a meeting of Holders of Securities of such series.
In the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of Securities
of such series, be dissolved. In any other case, the meeting may be adjourned
for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Subject to Section 1305(d),
notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1302(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly that
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series shall constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly
<PAGE>   92


                                                                              86

reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent or waiver which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage that is less than a majority in aggregate principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in aggregate
principal amount of the Outstanding Securities of that series.

                  Except as limited by the proviso to Section 902, any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all the
Holders of Securities of such series, whether or not present or represented at
the meeting.

                  SECTION 1305.  Determination of Voting Rights; Conduct and
Adjournment of Meetings.  (a) The holding of Securities shall be proved in the
manner specified in Section 105 and the appointment of any proxy shall be proved
in the manner specified in Section 105. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 105 or other proof.

                  (b)      The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section
1302(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of such series represented at the meeting.

                  (c)      At any meeting each Holder of a Security of such
series and each proxy shall be entitled to one vote for each $1,000 principal
amount of the Outstanding Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote,
<PAGE>   93

                                                                              87

except as a Holder of a Security of such series or as a proxy.

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

                  SECTION 1306.  Counting Votes and Recording Action of
Meetings.  The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                   ARTICLE XIV

                                   Conversion

                  SECTION 1401.  Conversion Privilege.  If so provided in a
Board Resolution with respect to the Securities of any series, the Holder of a
Security of such series shall have the right, at such Holder's option, to
convert, in accordance with the terms of such series of Securities and this
Article XIV, all or any part (in a denomination of, unless otherwise specified
in a Board Resolution or supplemental indenture with respect to Securities of
such series, $1,000 in principal
<PAGE>   94

                                                                              88

amount or any integral multiple thereof) of such Security into shares of Common
Stock or other Marketable Securities specified in such Board Resolution at any
time or, as to any Securities called for redemption, at any time prior to the
time and date fixed for such redemption (unless the Company shall default in the
payment of the Redemption Price, in which case such right shall not terminate at
such time and date). The provisions of this Article XIV shall not be applicable
to the Securities of a series unless otherwise specified in a Board Resolution
with respect to the Securities of such series.

                  SECTION 1402.  Conversion Procedure; Rescission of Conversion;
Conversion Price; Fractional Shares.  (a) Each Security to which this Article is
applicable shall be convertible at the office of the Conversion Agent, and at
such other place or places, if any, specified in a Board Resolution with respect
to the Securities of such series, into fully paid and nonassessable shares
(calculated to the nearest 1/100th of a share) of Common Stock or other
Marketable Securities. The Securities will be converted into shares of Common
Stock or such other Marketable Securities at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the Common Stock
or such other Marketable Securities, or accrued interest on a converted Security
except as described in Section 1409. The Company may, but shall not be required,
in connection with any conversion of Securities, to issue a fraction of a share
of Common Stock or of such other Marketable Security, and, if the Company shall
determine not to issue any such fraction, the Company shall, subject to Section
1403(4), make a cash payment (calculated to the nearest cent) equal to such
fraction multiplied by the Closing Price of the Common Stock or such other
Marketable Security on the last Trading Day prior to the date of conversion.

                  (b)      Before any Holder of a Security shall be entitled to
convert the same into Common Stock or other Marketable Securities, such Holder
shall surrender such Security duly endorsed to the Company or in blank, at the
office of the Conversion Agent or at such other place or places, if any,
specified in a Board Resolution with respect to the Securities of such series,
and shall give written notice to the Company at said office or place that he
elects to convert the same and shall state in writing therein the principal
amount of Securities to be converted and the name or names (with addresses) in
which he wishes the certificate or certificates for Common Stock or for such
other Marketable Securities to be issued; provided, however, that no Security or
portion thereof shall be accepted for conversion unless the principal amount of
such Security or such portion, when added to the principal amount of all other
Securities or portions
<PAGE>   95

                                                                              89

thereof then being surrendered by the Holder thereof for conversion, exceeds the
then effective Conversion Price with respect thereto. If more than one Security
shall be surrendered for conversion at one time by the same Holder, the number
of full shares of Common Stock or such other Marketable Securities which shall
be deliverable upon conversion shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent
permitted thereby) so surrendered. Subject to the next succeeding sentence, the
Company will, as soon as practicable thereafter, issue and deliver at said
office or place to such Holder of a Security, or to his nominee or nominees,
certificates for the number of full shares of Common Stock or other Marketable
Security to which he shall be entitled as aforesaid, together, subject to the
last sentence of paragraph (a) above, with cash in lieu of any fraction of a
share to which he would otherwise be entitled. The Company shall not be required
to deliver certificates for shares of Common Stock or other Marketable
Securities while the stock transfer books for such stock or the transfer books
for such Marketable Securities, as the case may be, or the Security Register are
duly closed for any purpose, but certificates for shares of Common Stock or
other Marketable Securities shall be issued and delivered as soon as practicable
after the opening of such books or Security Register. A Security shall be deemed
to have been converted as of the close of business on the date of the surrender
of such Security for conversion as provided above, and the person or persons
entitled to receive the Common Stock or other Marketable Securities issuable
upon such conversion shall be treated for all purposes as the record Holder or
Holders of such Common Stock or other Marketable Securities as of the close of
business on such date. In case any Security shall be surrendered for partial
conversion, the Company shall execute and the Trustee shall authenticate and
deliver to or upon written order of the Holder of the Securities so surrendered,
without charge to such Holder of the Securities so surrendered, without charge
to such Holder (subject to the provisions of Section 1408), a new Security or
Securities in authorized denominations in an aggregate principal amount equal to
the unconverted portion of the surrendered Security.

                  (c)      Notwithstanding anything to the contrary contained
herein, in the event the Company shall have rescinded a redemption of Securities
pursuant to Section 1109 hereof, any Holder of Securities that shall have
surrendered Securities for conversion following the day on which notice of the
subsequently rescinded redemption shall have been given but prior to the later
of (a) the close of business on the Trading Day next succeeding the date on
which public announcement of the rescission of such redemption shall have
<PAGE>   96

                                                                              90

been made and (b) the date of the mailing of the notice of rescission required
by Section 1109 hereof (a "Converting Holder") may rescind the conversion of
such Securities surrendered for conversion by (i) properly completing a form
prescribed by the Company and mailed to Holders of Securities (including
Converting Holders) with the Company's notice of rescission, which form shall
provide for the certification by any Converting Holder rescinding a conversion
on behalf of any beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934) of Securities that the beneficial ownership
(within the meaning of such Rule) of such Securities shall not have changed from
the date on which such Securities were surrendered for conversion to the date of
such certification and (ii) delivering such form to the Company no later than
the close of business on that date which is fifteen Trading Days following the
date of the mailing of the Company's notice of rescission. The delivery of such
form by a Converting Holder shall be accompanied by (x) any certificates
representing shares of Common Stock or other securities issued to such
Converting Holder upon a conversion of Securities that shall be rescinded by the
proper delivery of such form (the "Surrendered Securities"), (y) any securities,
evidences of indebtedness or assets (other than cash) distributed by the Company
to such Converting Holder by reason of such Converting Holder being a record
holder of Surrendered Securities and (z) payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the sum of
(I) any cash such Converting Holder may have received in lieu of the issuance of
fractional Surrendered Securities and (II) any cash paid or payable by the
Company to such Converting Holder by reason of such Converting Holder being a
record holder of Surrendered Securities. Upon receipt by the Company of any such
form properly completed by a Converting Holder and any certificates, securities,
evidences of indebtedness, assets or cash payments required to be returned by
such Converting Holder to the Company as set forth above, the Company shall
instruct the transfer agent or agents for shares of Common Stock or other
Securities to cancel any certificates representing Surrendered Securities (which
Surrendered Securities shall be deposited in the treasury of the Company) and
shall instruct the Registrar to reissue certificates representing Securities to
such Converting Holder (which Securities shall be deemed to have been
Outstanding at all times during the period following their surrender for
conversion). The Company shall, as promptly as practicable, and in no event more
than five Trading Days following the receipt of any such properly completed form
and any such certificates, securities, evidences or indebtedness, assets or cash
payments required to be so returned, pay to the Holder of Securities surrendered
to the Company pursuant to a rescinded
<PAGE>   97

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conversion or as otherwise directed by such Holder any interest paid or other
payment made to Holders of Securities during the period from the time such
Securities shall have been surrendered for conversion to the rescission of such
conversion. All questions as to the validity, form, eligibility (including time
of receipt) and acceptance of any form submitted to the Company to rescind the
conversion of Securities, including questions as to the proper completion or
execution of any such form or any certification contained therein, shall be
resolved by the Company, whose determination shall be final and binding.

                  SECTION 1403.  Adjustment of Conversion Price for Common Stock
or Marketable Securities.  The Conversion Price with respect to any Security
which is convertible into Common Stock or other Marketable Securities shall be
adjusted from time to time as follows:

                  (1)      In case the Company shall, at any time or from time
         to time while any of such Securities are outstanding, (i) pay a
         dividend in shares of its Common Stock or other Marketable Securities,
         (ii) combine its outstanding shares of Common Stock or other Marketable
         Securities into a smaller number of shares or securities, (iii)
         subdivide its outstanding shares of Common Stock or other Marketable
         Securities or (iv) issue by reclassification of its shares of Common
         Stock or other Marketable Securities any shares of stock or other
         Marketable Securities of the Company, then the Conversion Price in
         effect immediately before such action shall be adjusted so that the
         Holders of such Securities, upon conversion thereof into Common Stock
         or other Marketable Securities immediately following such event, shall
         be entitled to receive the kind and amount of shares of capital stock
         of the Company or other Marketable Securities which they would have
         owned or been entitled to receive upon or by reason of such event if
         such Securities had been converted immediately before the record date
         (or, if no record date, the effective date) for such event. An
         adjustment made pursuant to this Section 1403(l) shall become effective
         retroactively immediately after the record date in the case of a
         dividend or distribution and shall become effective retroactively
         immediately after the effective date in the case of a subdivision,
         combination or reclassification. For the purposes of this Section
         1403(1), each Holder of Securities shall be deemed to have failed to
         exercise any right to elect the kind or amount of securities receivable
         upon the payment of any such dividend, subdivision, combination or
         reclassification (provided that if the kind or amount of securities
         receivable upon
<PAGE>   98

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         such dividend, subdivision, combination or reclassification is not the
         same for each nonelecting share, then the kind and amount of securities
         or other property receivable upon such dividend, subdivision,
         combination or reclassification for each nonelecting share shall be
         deemed to be the kind and amount so receivable per share by a plurality
         of the nonelecting shares).

                  (2)      in case the Company shall, at any time or from time
         to time while any of such Securities are outstanding, issue rights or
         warrants to all holders of shares of its Common Stock or other
         Marketable Securities entitling them (for a period expiring within 45
         days after the record date for such issuance) to subscribe for or
         purchase shares of Common Stock or other Marketable Securities (or
         securities convertible into shares of Common Stock or other Marketable
         Securities) at a price per share less than the Current Market Price of
         the Common Stock or other Marketable Securities at such record date
         (treating the price per share of the securities convertible into Common
         Stock or other Marketable Securities as equal to (x) the sum of (i) the
         price for a unit of the security convertible into Common Stock or other
         Marketable Securities plus (ii) any additional consideration initially
         payable upon the conversion of such security into Common Stock or other
         Marketable Securities divided by (y) the number of shares of Common
         Stock or other Marketable Securities initially underlying such
         convertible security), the Conversion Price with respect to such
         Securities shall be adjusted so that it shall equal the price
         determined by dividing the Conversion Price in effect immediately prior
         to the date of issuance of such rights or warrants by a fraction, the
         numerator of which shall be the number of shares of Common Stock or
         other Marketable Securities outstanding on the date of issuance of such
         rights or warrants plus the number of additional shares of Common Stock
         or other Marketable Securities offered for subscription or purchase (or
         into which the convertible securities so offered are initially
         convertible), and the denominator of which shall be the number of
         shares of Common Stock or other Marketable Securities outstanding on
         the date of issuance of such rights or warrants plus the number of
         shares or securities which the aggregate offering price of the total
         number of shares or securities so offered for subscription or purchase
         (or the aggregate purchase price of the convertible securities so
         offered plus the aggregate amount of any additional consideration
         initially payable upon conversion of such Securities into Common Stock
         or other
<PAGE>   99

                                                                              93

         Marketable Securities) would purchase at such Current Market Price of
         the Common Stock or other Marketable Securities. Such adjustment shall
         become effective retroactively immediately after the record date for
         the determination of stockholders entitled to receive such rights or
         warrants.

                  (3)      In case the Company shall, at any time or from time
         to time while any of such Securities are outstanding, distribute to all
         holders of shares of its Common Stock or other Marketable Securities
         (including any such distribution made in connection with a
         consolidation or merger in which the Company is the continuing
         corporation and the Common Stock or other Marketable Securities are not
         changed or exchanged) cash, evidences of its indebtedness, securities
         or assets (excluding (i) regular periodic cash dividends in amounts, if
         any, determined from time to time by the Board of Directors, (ii)
         dividends payable in shares of Common Stock or other Marketable
         Securities for which adjustment is made under Section 1403(1) or (iii)
         rights or warrants to subscribe for or purchase securities of the
         Company (excluding those referred to in Section 1403(2)), then in
         each such case the Conversion Price with respect to such Securities
         shall be adjusted so that it shall equal the price determined by
         dividing the Conversion Price in effect immediately prior to the date
         of such distribution by a fraction, the numerator of which shall be the
         Current Market Price of the Common Stock or other Marketable Securities
         on the record date referred to below, and the denominator of which
         shall be such Current Market Price of the Common Stock or other
         Marketable Securities less the then fair market value (as determined by
         the Board of Directors of the Company, whose determination shall be
         conclusive) of the portion of the cash or assets or evidences of
         indebtedness or securities so distributed or of such subscription
         rights or warrants applicable to one share of Common Stock or one other
         Marketable Security (provided that such denominator shall never be less
         than 1.0); provided, however, that no adjustment shall be made with
         respect to any distribution of rights to purchase securities of the
         Company if a Holder of Securities would otherwise be entitled to
         receive such rights upon conversion at any time of such Securities into
         Common Stock or other Marketable Securities unless such rights are
         subsequently redeemed by the Company, in which case such redemption
         shall be treated for purposes of this Section as a dividend on the
         Common Stock or other Marketable Securities. Such adjustment shall
         become effective retroactively immediately after the record date for
         the
<PAGE>   100

                                                                              94

         determination of stockholders or holders of Marketable Securities
         entitled to receive such distribution; and in the event that such
         distribution is not so made, the Conversion Price shall again be
         adjusted to the Conversion Price which would then be in effect if such
         record date had not been fixed.

                  (4)      The Company shall be entitled to make such additional
         adjustments in the Conversion Price, in addition to those required by
         subsections 1403(1), 1403(2) and 1403(3), as shall be necessary in
         order that any dividend or distribution of Common Stock or other
         Marketable Securities, any subdivision, reclassification or combination
         of shares of Common Stock or other Marketable Securities or any
         issuance of rights or warrants referred to above shall not be taxable
         to the holders of Common Stock or other Marketable Securities for
         United States Federal income tax purposes.

                  (5)      In any case in which this Section 1403 shall require
         that any adjustment be made effective as of or retroactively
         immediately following a record date, the Company may elect to defer
         (but only for five (5) Trading Days following the filing of the
         statement referred to in Section 1405) issuing to the Holder of any
         Securities converted after such record date the shares of Common Stock
         and other capital stock of the Company or other Marketable Securities
         issuable upon such conversion over and above the shares of Common Stock
         and other capital stock of the Company or other Marketable Securities
         issuable upon such conversion on the basis of the Conversion Price
         prior to adjustment; provided, however, that the Company shall deliver
         to such Holder a due bill or other appropriate instrument evidencing
         such Holder's right to receive such additional shares upon the
         occurrence of the event requiring such adjustment.

                  (6)      All calculations under this Section 1403 shall be
         made to the nearest cent or one-hundredth of a share or security, with
         one-half cent and .005 of a share, respectively, being rounded upward.
         Notwithstanding any other provision of this Section 1403, the Company
         shall not be required to make any adjustment of the conversion Price
         unless such adjustment would require an increase or decrease of at
         least 1% of such price. Any lesser adjustment shall be carried forward
         and shall be made at the time of and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to an increase or decrease of at least 1%
         in such price. Any adjustments under this Section 1403 shall be made
<PAGE>   101

                                                                              95

         successively whenever an event requiring such an adjustment occurs.

                  (7)      In the event that at any time, as a result of an
         adjustment made pursuant to this Section 1403, the Holder of any
         Security thereafter surrendered for conversion shall become entitled to
         receive any shares of stock of or other Marketable Securities of the
         Company other than shares of Common Stock or Marketable Securities into
         which the Securities originally were convertible, the Conversion Price
         of such other shares or Marketable Securities so receivable upon
         conversion of any such Security shall be subject to adjustment from
         time to time in a manner and on terms as nearly equivalent as
         practicable to the provisions with respect to Common Stock and
         Marketable Securities contained in subparagraphs (1) through (6) of
         this Section 1403, and the provisions of Sections 1401, 1402 and 1404
         through 1409 with respect to the Common Stock or other Marketable
         Securities shall apply on like or similar terms to any such other
         shares or Marketable Securities and the determination of the Board of
         Directors as to any such adjustment shall be conclusive.

                  (8)      No adjustment shall be made pursuant to this Section
         (i) if the effect thereof would be to reduce the Conversion Price below
         the par value (if any) of the Common Stock or other Marketable
         Security, if any, or (ii) subject to 1403(5) hereof, with respect to
         any Security that is converted prior to the time such adjustment
         otherwise would be made.

                  SECTION 1404.  Consolidation or Merger of the Company.  In
case of either (a) any consolidation or merger to which the Company is a party,
other than a merger or consolidation in which the Company is the surviving or
continuing corporation and which does not result in a reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, as a result of a subdivision or combination) in,
outstanding shares of Common Stock or other Marketable Securities or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then each Security then Outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
or other Marketable Securities into which such Securities would have been
converted immediately prior to such
<PAGE>   102

                                                                              96

consolidation, merger, sale or conveyance, subject to adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Article XIV (and assuming such holder of Common Stock or other Marketable
Securities failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance (provided that, if the kind or
amount of securities, cash or other property (including cash) receivable upon
such consolidation, merger, sale or conveyance is not the same for each
nonelecting share, then the kind and amount of securities, cash or other
property (including cash) receivable upon such consolidation, merger, sale or
conveyance for each nonelecting share shall be deemed to be the kind and amount
so receivable per share by a plurality of the nonelecting shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
1404. The provisions of this Section 1404 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

                  SECTION 1405.  Notice of Adjustment.  Whenever an adjustment
in the Conversion Price with respect to a series of Securities is required:

                  (1)  The Company shall forthwith place on file with the
         Trustee and any Conversion Agent for such Securities a certificate of
         the Treasurer of the Company, stating the adjusted Conversion Price
         determined as provided herein and setting forth in reasonable detail
         such facts as shall be necessary to show the reason for and the manner
         of computing such adjustment, such certificate to be conclusive
         evidence that the adjustment is correct; and

                  (2)  A notice stating that the Conversion Price has been
         adjusted and setting forth the adjusted Conversion Price shall
         forthwith be mailed, first class postage prepaid, by the Company to the
         Holders of record of such Outstanding Securities.
<PAGE>   103

                                                                              97

                  SECTION 1406.  Notice in Certain Events. In case:

                  (1)  Of a consolidation or merger to which the Company is a
         party and for which approval of any stockholders of the Company is
         required, or of the sale or conveyance to another person or entity or
         group of persons or entities acting in concert as a partnership,
         limited partnership, syndicate or other group (within the meaning of
         Rule 13d-3 under the Securities Exchange Act of 1934) of all or
         substantially all of the property and assets of the Company; or

                  (2)  Of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company; or

                  (3)  Of any action triggering an adjustment of the Conversion
         Price pursuant to this Article XIV;

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Securities, and shall cause to be mailed,
first class postage prepaid, to the Holders of record of applicable Securities,
at least fifteen (15) days prior to the applicable date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of
any distribution or grant of rights or warrants triggering an adjustment to the
Conversion Price pursuant to this Article XIV, or, if a record is not to be
taken, the date as of which the holders of record of Common Stock or other
Marketable Securities entitled to such distribution, rights or warrants are to
be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article XIV is expected to
become effective, and the date as of which it is expected that holders of Common
Stock or other Marketable Securities of record shall be entitled to exchange
their Common Stock or other Marketable Securities for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
conveyance, dissolution, liquidation or winding up.

                  Failure to give such notice or any defect therein shall not
affect the legality or validity of the proceedings described in clause (1), (2)
or (3) of this Section.

                  SECTION 1407. Company To Reserve Stock or other Marketable
Securities; Registration; Listing. (a) The Company shall at all times reserve
and keep available, free from preemptive rights, out of its authorized but
unissued shares of Common Stock or other Marketable Securities, for the purpose
of effecting the conversion of the Securities, such
<PAGE>   104

                                                                              98

number of its duly authorized shares of Common Stock or number or principal
amount of other Marketable Securities as shall from time to time be sufficient
to effect the conversion of all applicable outstanding Securities into such
Common Stock or other Marketable Securities at any time (assuming that, at the
time of the computation of such number of shares or securities, all such
Securities would be held by a single Holder); provided, however, that nothing
contained herein shall preclude the Company from satisfying its obligations in
respect of the conversion of the Securities by delivery of purchased shares of
Common Stock or other Marketable Securities which are held in the treasury of
the Company. The Company shall from time to time, in accordance with the laws of
the State of Delaware, use its best efforts to cause the authorized amount of
the Common Stock or other Marketable Securities to be increased if the aggregate
of the authorized amount of the Common Stock or other Marketable Securities
remaining unissued and the issued shares of such Common Stock or other
Marketable Securities in its treasury (other than any such shares reserved for
issuance in any other connection) shall not be sufficient to permit the
conversion of all Securities.

                  (b)      If any shares of Common Stock or other Marketable
Securities which would be issuable upon conversion of Securities hereunder
require registration with or approval of any governmental authority before such
shares or securities may be issued upon such conversion, the Company will in
good faith and as expeditiously as possible endeavor to cause such shares or
securities to be duly registered or approved, as the case may be. The Company
will endeavor to list the shares of Common Stock or other Marketable Securities
required to be delivered upon conversion of the Securities prior to such
delivery upon the principal national securities exchange upon which the
outstanding Common Stock or other Marketable Securities is listed at the time of
such delivery.

                  SECTION 1408.  Taxes on Conversion.  The Company shall pay any
and all documentary, stamp or similar issue or transfer taxes that may be
payable in respect of the issue or delivery of shares of Common Stock or other
Marketable Securities on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any such tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock or other Marketable Securities or the portion, if any, of the Securities
which are not so converted in a name other than that in which the Securities so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Company the
<PAGE>   105

                                                                              99

amount of such tax or has established to the satisfaction of the Company that
such tax has been paid.

                  SECTION 1409.  Conversion After Record Date.  If any
Securities are surrendered for conversion subsequent to the record date
preceding an Interest Payment Date but on or prior to such Interest Payment Date
(except Securities called for redemption on a Redemption Date between such
record date and Interest Payment Date), the Holder of such Securities at the
close of business on such record date shall be entitled to receive the interest
payable on such Securities on such Interest Payment Date notwithstanding the
conversion thereof. Securities surrendered for conversion during the period from
the close of business on any record date next preceding any Interest Payment
Date to the opening of business on such Interest Payment Date shall (except in
the case of Securities which have been called for redemption on a Redemption
Date within such period) be accompanied by payment in New York Clearing House
funds or other funds acceptable to the Company of an amount equal to the
interest payable on such Interest Payment Date on the Securities being
surrendered for conversion. Except as provided in this Section 1409, no
adjustments in respect of payments of interest on Securities surrendered for
conversion or any dividends or distributions or interest on the Common Stock or
other Marketable Securities issued upon conversion shall be made upon the
conversion of any Securities.

                  SECTION 1410.  Corporate Action Regarding Par Value of Common
Stock.  Before taking any action which would cause an adjustment reducing the
applicable Conversion Price below the then par value (if any) of the shares of
Common Stock or other Marketable Securities deliverable upon conversion of the
Securities, the Company will take any corporation action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock or other
Marketable Securities at such adjusted Conversion Price.

                  SECTION 1411.  Company Determination Final.  Any determination
that the Company or the Board of Directors must make pursuant to this Article is
conclusive.

                  SECTION 1412.  Trustee's Disclaimer.  The Trustee has no duty
to determine when an adjustment under this Article should be made, how it should
be made or what it should be. The Trustee makes no representation as to the
validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article. Each
<PAGE>   106

                                                                             100

Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

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

                            (Execution page follows)
<PAGE>   107

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

                                          NATIONAL SERVICE INDUSTRIES, INC.


                                               by /s/ CHESTER J. POPKOWSKI
                                                  --------------------------
                                                  Name: Chester J. Popkowski
                                                  Title: Vice President and
                                                         Treasurer

                                          SUNTRUST BANK, ATLANTA, as Trustee


                                               by /s/ SANDRA THOMPSON
                                                  --------------------------
                                                  Name: Sandra Thompson
                                                  Title: Vice President


                                               by /s/ KRISTINE PRALL
                                                  --------------------------
                                                  Name: Kristine Prall
                                                  Title: Trust Officer