<PAGE>   1

                                                                     EXHIBIT 4.1




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

                           ANIXTER INTERNATIONAL INC.

                          Liquid Yield Option(TM)Notes
                                    due 2020
                              (Zero Coupon-Senior)


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


                                    INDENTURE

                            Dated as of June 28, 2000


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



                              THE BANK OF NEW YORK,

                                     TRUSTEE


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


                   (TM)Trademark of Merrill Lynch & Co., Inc.






<PAGE>   2



<TABLE>
<CAPTION>
                                              CROSS REFERENCE TABLE(1)

  TIA                                                                                                     Indenture
Section                                                                                                    Section
-------                                                                                                   ---------
<S>                                                                                                      <C>
310(a)(1)......................................................................................................7.10
   (a)(2)......................................................................................................7.10
   (a)(3)......................................................................................................N.A.
   (a)(4)......................................................................................................N.A.
   (b)...................................................................................................7.08; 7.10
   (c).........................................................................................................N.A.
311(a)   ......................................................................................................7.11
   (b).........................................................................................................7.11
   (c).........................................................................................................N.A.
312(a)   ......................................................................................................2.05
   (b)........................................................................................................12.03
   (c)........................................................................................................12.03
313(a)   ......................................................................................................7.06
   (b)(1)......................................................................................................N.A.
   (b)(2)......................................................................................................7.06
   (c)........................................................................................................12.02
   (d).........................................................................................................7.06
314(a)   .........................................................................................4.02; 4.03; 12.02
   (b).........................................................................................................N.A.
   (c)(1).....................................................................................................12.04
   (c)(2).....................................................................................................12.04
   (c)(3)......................................................................................................N.A.
   (d).........................................................................................................N.A.
   (e)........................................................................................................12.05
   (f).........................................................................................................N.A.
315(a)   ......................................................................................................7.01
   (b)..................................................................................................7.05; 12.02
   (c).........................................................................................................7.01
   (d).........................................................................................................7.01
   (e).........................................................................................................6.11
316(a) (last sentence)     ....................................................................................2.08
   (a)(1)(A)      .............................................................................................6.05
--------
(1) Note:    This Cross Reference Table shall not, for any purpose, be deemed to be part of the Indenture.

</TABLE>



<PAGE>   3

<TABLE>

<S>                                                                                                           <C>
   (a)(1)(B)...................................................................................................6.04
   (a)(2)......................................................................................................N.A.
   (b).........................................................................................................6.07
317(a)(1)......................................................................................................6.08
   (a)(2)......................................................................................................6.09
   (b).........................................................................................................2.04
 318(a).......................................................................................................12.01

                                            N.A. means Not Applicable.


                                                     -ii-

</TABLE>



<PAGE>   4

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                           <C>
ARTICLE 1   DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................-1-
    SECTION 1.01.  Definitions..................................................................................-1-
    SECTION 1.02.  Other Definitions............................................................................-6-
    SECTION 1.03.  Incorporation by Reference of Trust Indenture Act............................................-7-
    SECTION 1.04.  Rules of Construction........................................................................-7-
    SECTION 1.05.  Acts of Holders..............................................................................-8-

ARTICLE 2   THE SECURITIES..,...................................................................................-9-
    SECTION 2.01.  Form and Dating..............................................................................-9-
    SECTION 2.02.  Execution and Authentication................................................................-10-
    SECTION 2.03.  Registrar, Paying Agent and Conversion Agent................................................-11-
    SECTION 2.04.  Paying Agent to Hold Money and Securities in Trust..........................................-12-
    SECTION 2.05.  Securityholder Lists........................................................................-12-
    SECTION 2.06.  Transfer and Exchange.......................................................................-12-
    SECTION 2.07.  Replacement Securities......................................................................-14-
    SECTION 2.08.  Outstanding Securities; Determinations of Holders' Action...................................-14-
    SECTION 2.09.  Temporary Securities........................................................................-15-
    SECTION 2.10.  Cancellation................................................................................-16-
    SECTION 2.11.  Persons Deemed Owners.......................................................................-16-
    SECTION 2.12.  Global Securities...........................................................................-16-
    SECTION 2.13.  CUSIP Numbers...............................................................................-22-

ARTICLE 3   REDEMPTION AND PURCHASES...........................................................................-22-
    SECTION 3.01.  Right to Redeem; Notices to Trustee.........................................................-22-
    SECTION 3.02.  Selection of Securities to Be Redeemed......................................................-22-
    SECTION 3.03.  Notice of Redemption........................................................................-23-
    SECTION 3.04.  Effect of Notice of Redemption..............................................................-23-
    SECTION 3.05.  Deposit of Redemption Price.................................................................-24-
    SECTION 3.06.  Securities Redeemed in Part.................................................................-24-
    SECTION 3.07.  Conversion Arrangement on Call for Redemption...............................................-24-
    SECTION 3.08.  Purchase of Securities at Option of the Holder..............................................-25-
    SECTION 3.09.  Purchase of Securities at Option of the Holder
                           Upon Change in Control..............................................................-31-
    SECTION 3.10.  Effect of Purchase Notice or Change in Control Purchase Notice..............................-34-
    SECTION 3.11.  Deposit of Purchase Price or Change in Control Purchase Price...............................-35-
    SECTION 3.12.  Securities Purchased in Part................................................................-36-
    SECTION 3.13.  Covenant to Comply With Securities Laws
                           Upon Purchase of Securities ........................................................-36-


                                                        -i-
</TABLE>


<PAGE>   5

<TABLE>


<S>         <C>                                                                                               <C>
SECTION 3.14.  Repayment to the Company........................................................................-36-

ARTICLE 4   COVENANTS..........................................................................................-36-
    SECTION 4.01.  Payment of Securities.......................................................................-36-
    SECTION 4.02.  SEC and Other Reports.......................................................................-37-
    SECTION 4.03.  Compliance Certificate......................................................................-37-
    SECTION 4.04.  Further Instruments and Acts................................................................-37-
    SECTION 4.05.  Maintenance of Office or Agency.............................................................-38-
    SECTION 4.06.  Delivery of Certain Information.............................................................-38-
    SECTION 4.07.  Calculation of Original Issue Discount......................................................-38-

ARTICLE 5   SUCCESSOR CORPORATION..............................................................................-39-
    SECTION 5.01.  When Company May Merge or Transfer Assets...................................................-39-

ARTICLE 6   DEFAULTS AND REMEDIES..............................................................................-40-
    SECTION 6.01.  Events of Default...........................................................................-40-
    SECTION 6.02.  Acceleration................................................................................-42-
    SECTION 6.03.  Other Remedies..............................................................................-42-
    SECTION 6.04.  Waiver of Past Defaults.....................................................................-43-
    SECTION 6.05.  Control by Majority.........................................................................-43-
    SECTION 6.06.  Limitation on Suits.........................................................................-43-
    SECTION 6.07.  Rights of Holders to Receive Payment........................................................-44-
    SECTION 6.08.  Collection Suit by Trustee..................................................................-44-
    SECTION 6.09.  Trustee May File Proofs of Claim............................................................-44-
    SECTION 6.10.  Priorities..................................................................................-45-
    SECTION 6.11.  Undertaking for Costs.......................................................................-45-
    SECTION 6.12.  Waiver of Stay, Extension or Usury Laws.....................................................-46-

ARTICLE 7   TRUSTEE............................................................................................-46-
    SECTION 7.01.  Duties of Trustee...........................................................................-46-
    SECTION 7.02.  Rights of Trustee...........................................................................-47-
    SECTION 7.03.  Individual Rights of Trustee................................................................-49-
    SECTION 7.04.  Trustee's Disclaimer........................................................................-49-
    SECTION 7.05.  Notice of Defaults..........................................................................-49-
    SECTION 7.06.  Reports by Trustee to Holders...............................................................-49-
    SECTION 7.07.  Compensation and Indemnity..................................................................-49-
    SECTION 7.08.  Replacement of Trustee......................................................................-50-
    SECTION 7.09.  Successor Trustee by Merger.................................................................-51-
    SECTION 7.10.  Eligibility; Disqualification...............................................................-51-
    SECTION 7.11.  Preferential Collection of Claims Against Company...........................................-51-



                                                       -ii-


</TABLE>


<PAGE>   6

<TABLE>
<S>                                                                                                           <C>
ARTICLE 8   DISCHARGE OF INDENTURE.............................................................................-52-
    SECTION 8.01.  Discharge of Liability on Securities........................................................-52-
    SECTION 8.02.  Repayment to the Company....................................................................-52-

ARTICLE 9   AMENDMENTS.........................................................................................-52-
    SECTION 9.01.  Without Consent of Holders..................................................................-52-
    SECTION 9.02.  With Consent of Holders.....................................................................-53-
    SECTION 9.03.  Compliance with Trust Indenture Act.........................................................-54-
    SECTION 9.04.  Revocation and Effect of Consents, Waivers and Actions......................................-54-
    SECTION 9.05.  Notation on or Exchange of Securities.......................................................-54-
    SECTION 9.06.  Trustee to Sign Supplemental Indentures.....................................................-54-
    SECTION 9.07.  Effect of Supplemental Indentures...........................................................-54-

ARTICLE 10   SPECIAL TAX EVENT CONVERSION......................................................................-54-
    SECTION 10.01.  Optional Conversion to Semiannual Coupon Note
                           Upon Tax Event......................................................................-54-
    SECTION 10.02.  Payment of Interest; Interest Rights Preserved.............................................-55-

ARTICLE 11   CONVERSION........................................................................................-57-
    SECTION 11.01.  Conversion Privilege.......................................................................-57-
    SECTION 11.02.  Conversion Procedure.......................................................................-58-
    SECTION 11.03.  Fractional Shares..........................................................................-59-
    SECTION 11.04.  Taxes on Conversion........................................................................-59-
    SECTION 11.05.  Company to Provide Stock...................................................................-60-
    SECTION 11.06.  Adjustment for Change in Capital Stock.....................................................-60-
    SECTION 11.07.  Adjustment for Rights Issue................................................................-61-
    SECTION 11.08.  Adjustment for Other Distributions.........................................................-62-
    SECTION 11.09.  When Adjustment May Be Deferred............................................................-64-
    SECTION 11.10.  When No Adjustment Required................................................................-65-
    SECTION 11.11.  Notice of Adjustment.......................................................................-65-
    SECTION 11.12.  Voluntary Increase.........................................................................-65-
    SECTION 11.13.  Notice of Certain Transactions.............................................................-65-
    SECTION 11.14.  Reorganization of Company; Special Distributions...........................................-66-
    SECTION 11.15.  Company Determination Final................................................................-67-
    SECTION 11.16.  Trustee's Adjustment Disclaimer............................................................-67-
    SECTION 11.17.  Simultaneous Adjustments...................................................................-67-
    SECTION 11.18.  Successive Adjustments.....................................................................-67-
    SECTION 11.19.  Rights Issued in Respect of Common Stock Issued
                           Upon Conversion.....................................................................-67-

ARTICLE 12   MISCELLANEOUS.....................................................................................-68-
    SECTION 12.01.  Trust Indenture Act Controls...............................................................-68-
    SECTION 12.02.  Notices....................................................................................-68-
    SECTION 12.03.  Communication by Holders with Other Holders................................................-69-
    SECTION 12.04.  Certificate and Opinion as to Conditions Precedent.........................................-69-
    SECTION 12.05.  Statements Required in Certificate or Opinion..............................................-69-
    SECTION 12.06.  Separability Clause........................................................................-70-
    SECTION 12.07.  Rules by Trustee, Paying Agent, Conversion Agent and Registrar.............................-70-
    SECTION 12.08.  Legal Holidays.............................................................................-70-
    SECTION 12.09.  GOVERNING LAW..............................................................................-70-
    SECTION 12.10.  No Recourse Against Others.................................................................-70-
    SECTION 12.11.  Successors.................................................................................-70-
    SECTION 12.12.  Multiple Originals.........................................................................-70-


    EXHIBIT A-1         FORM OF SECURITY
    EXHIBIT A-2         FORM OF CERTIFICATED SECURITY
    EXHIBIT B-1         FORM OF TRANSFER CERTIFICATE
    EXHIBIT B-2         FORM OF LETTER TO BE DELIVERED BY ACCREDITED
                        INVESTORS


                                                       -iii-
</TABLE>

<PAGE>   7



          INDENTURE dated as of June 28, 2000 between ANIXTER INTERNATIONAL
INC., a Delaware corporation ("Company"), and THE BANK OF NEW YORK, a New York
banking corporation ("Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's Liquid Yield
Option(TM) Notes due 2020 (Zero Coupon - Senior) (the "Securities"):


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. Definitions.


          "144A Global Security" means a permanent Global Security in the form
of the Security attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Securities sold in
reliance on Rule 144A under the Securities Act.

          "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 or cause the direction of 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.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

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

          "Business Day" means each day of the year other than a Saturday or a
Sunday on which banking institutions are not required or authorized to close in
the City of New York.


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

(TM)Trademark of Merrill Lynch & Co., Inc.




<PAGE>   8



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

          "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-2.

          "Common Stock" shall mean the shares of Common Stock, $1 par value, of
the Company as it exists on the date of this Indenture or any other shares of
Capital Stock of the Company into which the Common Stock shall be reclassified
or changed.

          "Company" means the party named as the "Company" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any such subsequent
successor or successors.

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company).

          "Debt" means with respect to any person at any date, without
duplication, (i) all obligations of such person for borrowed money, (ii) all
obligations of such person evidenced by bonds, debentures, notes or other
similar instruments, other than any account payable or other obligation incurred
in the ordinary course of business in connection with the obtaining of materials
or services, (iii) all Debt of others secured by a lien on any asset of such
person, whether or not such Debt is assumed by such person, (iv) all obligations
of such person with respect to letters of credit (or local guaranties, as
applicable) or bankers' acceptances issued for the account of such person or
with respect to interest rate protection agreements or currency exchange or
purchase agreements, (v) all obligations of such person in respect to leases of
such


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

(TM)Trademark of Merrill Lynch & Co., Inc.


                                      -2-
<PAGE>   9


person as lessee which, in conformity with generally accepted accounting
principles, are required to be accounted for as capitalized lease obligations on
the balance sheet of such person, and (vi) all Debt of others for the payment of
which such person is responsible or liable as obligor or guarantor.

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

          "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06, such
Securities will be in the form of a 144A Global Security.

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

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

          "Institutional Accredited Investor Security" means a Security in the
form of the Security attached hereto as Exhibit A-2, representing Securities
sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2),
(3) and (7) under the Securities Act).

          "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

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

          "Officer" means the Chairman of the Board, the President, any Senior
Vice President, any Vice President, the Treasurer, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

          "Officers' Certificate" means a written certificate containing the
information specified in Sections 12.04 and 12.05, signed in the name of the
Company by its Chairman of the Board, its President, a Senior Vice President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee. An Officers' Certificate
given pursuant to Section 4.03 shall be signed by the principal executive,
financial or accounting officer of the Company but need not contain the
information specified in Sections 12.04 and 12.05.



                                      -3-
<PAGE>   10



          "Operating Company" means Anixter Inc., a Delaware corporation and a
wholly owned Subsidiary of the Company.

          "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.04 and 12.05, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to, the
Company or the Trustee.

          "Original Issue Discount" of any Security means the difference between
the Issue Price and the Principal Amount at Maturity of the Security as set
forth on the face of the Security.

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

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

          "Redemption Date" or "redemption date" shall mean the date specified
for redemption of the Securities in accordance with the terms of the Securities
and this Indenture.

          "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 5 of the Securities.

          "Responsible Officer", when used with respect to the Trustee, means
any officer within the corporate trust department (or any successor group)
including without limitation any vice president, any assistant vice president,
any assistant secretary 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 Security" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-2 of this Indenture.

          "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means any of the Company's Liquid Yield Option Notes due
2020 (Zero Coupon-Senior), as amended or supplemented from time to time, issued
under this Indenture.



                                      -4-
<PAGE>   11


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

          "Special Record Date" means, for the payment of any Defaulted
Interest, the date fixed by the Trustee pursuant to Section 10.02(b).

          "Stated Maturity", when used with respect to any Security, means the
date specified in such Security as the fixed date on which an amount equal to
the Principal Amount at Maturity of such Security is due and payable.

          "Subsidiary" means (i) a corporation, a majority of whose Capital
Stock with voting power, under ordinary circumstances, to elect directors is, at
the date of determination, directly or indirectly owned by the Company, by one
or more Subsidiaries of the Company or by the Company and one or more
Subsidiaries of the Company, (ii) a partnership in which the Company or a
Subsidiary of the Company, one or more Subsidiaries of the Company or the
Company and one or more Subsidiaries of the Company holds a majority interest in
the equity capital or profits of such partnership, or (iii) any other person
(other than a corporation) in which the Company, one or more Subsidiaries of the
Company or the Company and one or more Subsidiaries of the Company, directly or
indirectly, at the date of determination, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the
directors or other governing body of such person.

          "Tax Event" means that the Company shall have received an opinion from
independent tax counsel experienced in such matters to the effect that, on or
after June 22, 2000, as a result of (a) any amendment to, or change (including
any announced prospective change) in, the laws (or any regulations thereunder)
of the United States or any political subdivision or taxing authority thereof or
therein or (b) any amendment to, or change in, an interpretation or application
of such laws or regulations by any legislative body, court, governmental agency
or regulatory authority, in each case which amendment or change is enacted,
promulgated, issued or announced or which interpretation is issued or announced
or which action is taken, on or after June 22, 2000, there is more than an
insubstantial risk that interest (including Original Issue Discount) payable on
the Securities either (i) would not be deductible on a current accrual basis or
(ii) would not be deductible under any other method, in either case in whole or
in part, by the Company (by reason of deferral, disallowance, or otherwise) for
United States Federal income tax purposes.

          "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

          "trading day" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common



                                      -5-
<PAGE>   12


Stock is then listed or, if the Common Stock is not listed on a national or
regional securities exchange, on the National Association of Securities Dealers
Automated Quotation System or, if the Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, on the principal
other market on which the Common Stock is then traded.

          "Trustee" means the party named as the "Trustee" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

          SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>

                                                                                                         Defined in
          Term                                                                                            Section
          ----                                                                                           ----------
<S>                                                                                                     <C>
"Agent Members".............................................................................................2.12(e)
"Associate".................................................................................................3.09(a)
"Average Quoted Price"........................................................................................11.01
"Bankruptcy Law"...............................................................................................6.01
"beneficial owner"..........................................................................................3.09(a)
"cash"......................................................................................................3.08(b)
"Change in Control".........................................................................................3.09(a)
"Change in Control Purchase Date"...........................................................................3.09(a)
"Change in Control Purchase Notice".........................................................................3.09(c)
"Change in Control Purchase Price"..........................................................................3.09(a)
"Company Notice"............................................................................................3.08(e)
"Company Notice Date".......................................................................................3.08(c)
"Conversion Agent".............................................................................................2.03
"Conversion Date".............................................................................................11.02
"Conversion Rate".............................................................................................11.01
"Custodian"....................................................................................................6.01
"Defaulted Interest".......................................................................................10.02(b)
"Depositary"................................................................................................2.01(a)
"Event of Default".............................................................................................6.01
"Exchange Act"..............................................................................................3.08(d)
"Ex-Dividend Time"............................................................................................11.01
"Extraordinary Cash Dividend".................................................................................11.08
"Institutional Accredited Investors"........................................................................2.01(b)
"Interest Payment Date".......................................................................................10.01
"Legal Holiday"...............................................................................................12.08
"Legend"....................................................................................................2.06(f)
"Market Price"..............................................................................................3.08(d)
"Notice of Default"............................................................................................6.01


                                                        -6-
</TABLE>


<PAGE>   13

<TABLE>

<S>                                                                                                           <C>
"Over-Allotment Option"........................................................................................2.02
"Paying Agent".................................................................................................2.03
"Purchase Agreement"...........................................................................................2.02
"Purchase Date".............................................................................................3.08(a)
"Purchase Notice"...........................................................................................3.08(a)
"Purchase Price"............................................................................................3.08(a)
"QIB".......................................................................................................2.01(a)
"Quoted Price"................................................................................................11.01
"Registrar"....................................................................................................2.03
"Regular Record Date".........................................................................................10.01
"Restated Principal Amount"...................................................................................10.01
"Rights"......................................................................................................11.19
"Rights Agreement"............................................................................................11.19
"Rule 144A Information"........................................................................................4.06
"Sale Price"................................................................................................3.08(d)
"Securities Act"............................................................................................3.08(d)
"Tax Event Date"..............................................................................................10.01
"Time of Determination".......................................................................................11.01
</TABLE>

          SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

          "obligor" on the indenture securities means the Company.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

          SECTION 1.04. Rules of Construction. Unless the context otherwise
requires:

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



                                       -7-
<PAGE>   14


          (2)  an accounting term not otherwise defined has the meaning assigned
               to it in accordance with generally accepted accounting principles
               as in effect from time to time;

          (3)  "or" is not exclusive;

          (4)  "including" means including, without limitation; and

          (5)  words in the singular include the plural, and words in the plural
               include the singular.

          SECTION 1.05. Acts of Holders.

          (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 agent duly
appointed in writing; and, 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 Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

          (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 such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's 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 ownership of Registered Securities shall be proved by the
Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and the holder of every Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.




                                       -8-
<PAGE>   15


                                    ARTICLE 2

                                 THE SECURITIES

          SECTION 2.01. Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

          (a) 144A Global Securities. Securities offered and sold within the
United States to qualified institutional investors as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued, initially in the form of a
144A Global Security, which shall be deposited with the Trustee at its Corporate
Trust Offices, as custodian for the Depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the 144A Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.

          (b) Institutional Accredited Investor Securities. Except as provided
in this Section 2.01, 2.06 or 2.12, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of Certificated
Securities. Securities offered and sold within the United States to
institutional accredited investors as defined in Rule 501(a)(1), (2) (3) and (7)
under the Securities Act ("Institutional Accredited Investors") shall be issued,
initially in the form of an Institutional Accredited Investor Security, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

          (c) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate amount of outstanding Securities
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions and conversions. Any adjustment
of the aggregate principal amount of a Global Security to reflect the amount of
any increase or decrease in the amount of outstanding Securities represented
thereby shall be made by the Trustee in accordance with instructions given by
the Holder thereof as required by Section 2.12 hereof and shall be made on the
records of the Trustee and the Depositary.

          (d) Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.



                                      -9-
<PAGE>   16



          The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

          "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

          (e) Certificated Securities. Securities not issued as interests in the
Global Securities will be issued in certificated form substantially in the form
of Exhibit A-2 attached hereto.

          SECTION 2.02. Execution and Authentication. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its President,
one of its Senior Vice Presidents or one of its Vice Presidents, 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 the time of the execution of the Securities 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
authentication of such Securities.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of



                                      -10-
<PAGE>   17


an authorized officer, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder.

          The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount at Maturity of up to $700,000,000 upon a
Company Order without any further action by the Company; provided, however, that
in the event that the Company sells any Securities pursuant to the Underwriter's
over-allotment option (the "Over-Allotment Option") granted pursuant to Section
2 of the Purchase Agreement between the Company and Merrill Lynch, Pierce,
Fenner & Smith Incorporated dated June 22, 2000 then the Trustee shall
authenticate and deliver Securities for original issue in an aggregate Principal
Amount at Maturity of up to $700,000,000 plus up to $92,000,000 aggregate
Principal Amount at Maturity of Securities sold pursuant to the Over-Allotment
Option upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, subject to the
proviso set forth therein, except as provided in Section 2.07.

          The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

          SECTION 2.03. Registrar, Paying Agent and Conversion Agent. The
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange. The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents. The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.05. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.05.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or
any Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

          The Company initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent in connection with the Securities.



                                      -11-
<PAGE>   18



          SECTION 2.04. Paying Agent to Hold Money and Securities in Trust.
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or, if
applicable, Common Stock sufficient to make such payments when so becoming due.
The Company shall require each Paying Agent (other than the Trustee) to agree in
writing that the Paying Agent shall hold in trust for the benefit of
Securityholders or the Trustee all money and Common Stock held by the Paying
Agent for the making of payments in respect of the Securities and shall notify
the Trustee of any default by the Company in making any such payment. At any
time during the continuance of any such default, the Paying Agent shall, upon
the written request of the Trustee, forthwith pay to the Trustee all money and
Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate of
either of them acts as Paying Agent, it shall segregate the money and Common
Stock held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money and Common Stock
held by it to the Trustee and to account for any funds and Common Stock
disbursed by it. Upon doing so, the Paying Agent shall have no further liability
for the money or Common Stock.

          SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

          SECTION 2.06. Transfer and Exchange. (a) Subject to Section 2.12
hereof, upon surrender for registration of transfer of any Security, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Securityholder or such Securityholder's attorney duly authorized
in writing, at the office or agency of the Company designated as Registrar or
co-registrar pursuant to Section 2.03, 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 any authorized denomination or
denominations, of a like aggregate Principal Amount at Maturity. The Company
shall not charge a service charge for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the transfer or exchange of the Securities from the Securityholder requesting
such transfer or exchange.

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at Maturity, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so



                                      -12-
<PAGE>   19


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.

          The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before a selection of Securities to be
redeemed.

          (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

          (c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

          (d) Any Registrar appointed pursuant to Section 2.03 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

          (e) No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

          (f) If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibits A-1 and
A-2 setting forth such restrictions (collectively, the "Legend"), or if a
request is made to remove the Legend on a Security, the Securities so issued
shall bear the Legend, or the Legend shall not be removed, as the case may be,
unless (i) there is delivered to the Company and the Registrar such satisfactory
evidence, which shall include an Opinion of Counsel, as may be reasonably
required by the Company and the Registrar, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A or Rule 144 under the Securities
Act or that such Securities are not "restricted" within the meaning of Rule 144
under the Securities Act. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall



                                      -13-
<PAGE>   20



authenticate and deliver a Security that does not bear the Legend. If the Legend
is removed from the face of a Security and the Security is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.

          SECTION 2.07. Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each 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 written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and Principal Amount at Maturity, 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, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

          Upon the issuance of any new Securities 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.

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

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

          SECTION 2.08. Outstanding Securities; Determinations of Holders'
Action. Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding. A
Security does not cease to be outstanding because the Company or an Affiliate
thereof holds the Security; provided, however, that in determining whether the
Holders of the requisite Principal Amount at Maturity of Securities have given
or concurred in any request, demand, authorization, direction, notice, consent
or waiver hereunder, Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining



                                      -14-
<PAGE>   21



whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 6 and 9).

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest, if any, on
such Securities shall cease to accrue; 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.

          If a Security is converted in accordance with Article 11, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and Original Issue Discount and interest, if any, shall
cease to accrue on such Security.

          SECTION 2.09. Temporary Securities. Pending the preparation of
definitive Securities, 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 and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount at
Maturity of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.



                                      -15-
<PAGE>   22



          SECTION 2.10. Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by
it. 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 canceled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 11. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary practice.

          SECTION 2.11. 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 the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price in respect thereof, and interest thereon,
for the purpose of conversion 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 2.12. Global Securities.

          (a) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.06 and Section 2.12(a)(i), (B) transfer
of a beneficial interest in a Global Security for a Certificated Security shall
comply with Section 2.06 and Section 2.12(b)(ii) below, and (C) transfers of a
Certificated Security shall comply with Section 2.06 and Section 2.12(b)(iii)
and (iv) below.

               (i) Transfer of Global Security. A Global Security may not be
          transferred, in whole or in part, to any Person other than the
          Depositary or a nominee or any successor thereof, and no such transfer
          to any such other Person may be registered; provided that this clause
          (i) shall not prohibit any transfer of a Security that is issued in
          exchange for a Global Security but is not itself a Global Security. No
          transfer of a Security to any Person shall be effective under this
          Indenture or the Securities unless and until such Security has been
          registered in the name of such Person. Nothing in this Section
          2.12(a)(i) shall prohibit or render ineffective any transfer of a
          beneficial interest in a Global Security effected in accordance with
          the other provisions of this Section 2.12(a).



                                      -16-
<PAGE>   23



               (ii) Restrictions on Transfer of a Beneficial Interest in a
          Global Security for a Certificated Security. A beneficial interest in
          a Global Security may not be exchanged for a Certificated Security
          except upon satisfaction of the requirements set forth below. Upon
          receipt by the Trustee of a transfer of a beneficial interest in a
          Global Security in accordance with Applicable Procedures for a
          Certificated Security in the form satisfactory to the Trustee,
          together with:

               (a)  so long as the Securities are Restricted Securities,
                    certification, in the form set forth in Exhibit B-1;

               (b)  if such beneficial interest in the Global Security is being
                    transferred to an Institutional Accredited Investor in
                    accordance with Sections 501(a)(1), (2), (3) or (7) of the
                    Securities Act, certification in the form set forth in
                    Exhibit B-2;

               (c)  if a Restricted Security is being transferred (i) to an
                    "institutional accredited investor" within the meaning of
                    Rule 501(a)(1), (2), (3) or (7) under the Securities Act
                    that is acquiring the Security for its own account, or for
                    the account of such an institutional accredited investor for
                    investment purposes and not with a view to, or for offer or
                    sale in connection with, any distribution in violation of
                    the Securities Act, (ii) in an offshore transaction in
                    accordance with Rule 904 of Regulation S under the
                    Securities Act or (iii) in reliance on another exemption
                    from the registration requirements of the Securities Act, an
                    opinion of counsel, certification and/or other information
                    satisfactory to the Company and the Trustee; and

               (d)  written instructions to the Trustee to make, or direct the
                    Registrar to make, an adjustment on its books and records
                    with respect to such Global Security to reflect a decrease
                    in the aggregate Principal Amount of the Securities
                    represented by the Global Security, such instructions to
                    contain information regarding the Depositary account to be
                    credited with such decrease,

          then the Trustee shall cause, or direct the Registrar to cause, in
          accordance with the standing instructions and procedures existing
          between the Depositary and the Registrar, the aggregate Principal
          Amount at Maturity of Securities represented by the Global Security to
          be decreased by the aggregate Principal Amount at Maturity of the
          Certificated Security to be issued, shall issue such Certificated
          Security and shall debit or cause to be debited to the account of the
          Person specified in such instructions a beneficial interest in the
          Global Security equal to the Principal Amount at Maturity of the
          Certificated Security so issued.




                                      -17-
<PAGE>   24


               (iii) Transfer and Exchange of Certificated Securities. When
          Certificated Securities are presented to the Registrar with a request:

                      (x) to register the transfer of such Certificated
               Securities; or

                      (y) to exchange such Certificated Securities for an equal
               Principal Amount at Maturity of Certificated Securities of other
               authorized denominations,

          the Registrar shall register the transfer or make the exchange as
          requested if its reasonable requirements for such transaction are met;
          provided, however, that the Certificated Securities surrendered for
          transfer or exchange:

               (a) shall be duly endorsed or accompanied by a written instrument
          of transfer in form satisfactory to the Company and the Registrar,
          duly executed by the Holder thereof or his attorney duly authorized in
          writing; and

               (b) so long as such Securities are Restricted Securities, such
          Securities are being transferred or exchanged pursuant to an effective
          registration statement under the Securities Act or pursuant to clause
          (A), (B) or (C) below, and are accompanied by the following additional
          information and documents, as applicable:

                              (A) if such Certificated Securities are being
                          delivered to the Registrar by a Holder for
                          registration in the name of such Holder, without
                          transfer, a certification from such Holder to that
                          effect; or

                              (B) if such Certificated Securities are being
                          transferred to the Company, a certification to that
                          effect; or

                              (C) if such Certificated Security is being
                          transferred to an Institutional Accredited Investor in
                          accordance with Sections 501(a)(1), (2), (3) or (7) of
                          the Securities Act, certification in the form set
                          forth in Exhibit B-2; or

                              (D) if a Certificated Security is being
                          transferred (i) to an "institutional accredited
                          investor" within the meaning of Rule 501(a)(1), (2),
                          (3) or (7) under the Securities Act that is acquiring
                          the Security for its own account, or for the account
                          of such an institutional accredited investor for
                          investment purposes and not with a view to, or for
                          offer or sale in connection with, any distribution in
                          violation of the Securities Act, (ii) in an offshore



                                      -18-
<PAGE>   25



                          transaction in accordance with Rule 904 of Regulation
                          S under the Securities Act or (iii) in reliance on
                          another exemption from the registration requirements
                          of the Securities Act, an opinion of counsel,
                          certification and/or other information satisfactory to
                          the Company and the Trustee.

               (iv) Restrictions on Transfer of a Certificated Security for a
          Beneficial Interest in a Global Security. A Certificated Security may
          not be exchanged for a beneficial interest in a Global Security except
          upon satisfaction of the requirements set forth below. Upon receipt by
          the Trustee of a Certificated Security, duly endorsed or accompanied
          by appropriate instruments of transfer, in form satisfactory to the
          Trustee, together with:

                     (a) so long as the Securities are Restricted Securities,
               certification, in the form set forth in Exhibit B-1, that such
               Certificated Security is being transferred to a Qualified
               Institutional Buyer in accordance with Rule 144A; and

                     (b) written instructions directing the Trustee to make, or
               to direct the Registrar to make, an adjustment on its books and
               records with respect to such Global Security to reflect an
               increase in the aggregate Principal Amount at Maturity of the
               Securities represented by the Global Security, such instructions
               to contain information regarding the Depositary account to be
               credited with such increase,

          then the Trustee shall cancel such Certificated Security and cause, or
          direct the Registrar to cause, in accordance with the standing
          instructions and procedures existing between the Depositary and the
          Registrar, the aggregate Principal Amount at Maturity of Securities
          represented by the Global Security to be increased by the aggregate
          Principal Amount at Maturity of the Certificated Security to be
          exchanged, and shall credit or cause to be credited to the account of
          the Person specified in such instructions a beneficial interest in the
          Global Security equal to the Principal Amount at Maturity of the
          Certificated Security so canceled. If no Global Securities are then
          outstanding, the Company shall issue and the Trustee shall
          authenticate, upon written order of the Company in the form of an
          Officers' Certificate, a new Global Security in the appropriate
          Principal Amount at Maturity.

          (b) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend. Whenever any
Restricted Security is presented or surrendered for registration of transfer or
for exchange for a Security registered in a name other than that of the Holder,
such


                                      -19-
<PAGE>   26


Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B-1, dated the date of such surrender and signed by the Holder
of such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

          (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate Principal Amount at Maturity,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

          (d) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

          (e) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

              (1) Notwithstanding any other provisions of this Indenture or the
          Securities, except as provided in Section 2.12(a)(ii), a Global
          Security shall not be exchanged in whole or in part for a Security
          registered in the name of any Person other than the Depositary or one
          or more nominees thereof, provided that a Global Security may be
          exchanged for Securities registered in the names of any person
          designated by the Depositary in the event that (i) the Depositary has
          notified the Company that it is unwilling or unable to continue as
          Depositary for such Global Security or such Depositary has ceased to
          be a "clearing agency" registered under the Exchange Act, and a
          successor Depositary is not appointed by the Company within 90 days or
          (ii) an Event of Default has occurred and is continuing with respect
          to the Securities. Any Global Security exchanged pursuant to clause
          (i) above shall be so exchanged in whole and not in part, and any
          Global Security exchanged pursuant to clause (ii) above may be
          exchanged in whole or from time



                                      -20-
<PAGE>   27


          to time in part as directed by the Depositary. Any Security issued in
          exchange for a Global Security or any portion thereof shall be a
          Global Security; provided that any such Security so issued that is
          registered in the name of a Person other than the Depositary or a
          nominee thereof shall not be a Global Security.

               (2) Securities issued in exchange for a Global Security or any
          portion thereof shall be issued in definitive, fully registered form,
          without interest coupons, shall have an aggregate Principal Amount at
          Maturity equal to that of such Global Security or portion thereof to
          be so exchanged, shall be registered in such names and be in such
          authorized denominations as the Depositary shall designate and shall
          bear the applicable legends provided for herein. Any Global Security
          to be exchanged in whole shall be surrendered by the Depositary to the
          Trustee, as Registrar. With regard to any Global Security to be
          exchanged in part, either such Global Security shall be so surrendered
          for exchange or, if the Trustee is acting as custodian for the
          Depositary or its nominee with respect to such Global Security, the
          Principal Amount at Maturity thereof shall be reduced, by an amount
          equal to the portion thereof to be so exchanged, by means of an
          appropriate adjustment made on the records of the Trustee. Upon any
          such surrender or adjustment, the Trustee shall authenticate and
          deliver the Security issuable on such exchange to or upon the order of
          the Depositary or an authorized representative thereof.

               (3) Subject to the provisions of clause (5) below, the registered
          Holder may grant proxies and otherwise authorize any Person, including
          Agent Members and persons that may hold interests through Agent
          Members, to take any action which a holder is entitled to take under
          this Indenture or the Securities.

               (4) In the event of the occurrence of any of the events specified
          in clause (1) above, the Company will promptly make available to the
          Trustee a reasonable supply of Certificated Securities in definitive,
          fully registered form, without interest coupons.

               (5) Neither any members of, or participants in, the Depositary
          ("Agent Members") nor any other Persons on whose behalf Agent Members
          may act shall have any rights under this Indenture with respect to any
          Global Security registered in the name of the Depositary or any
          nominee thereof, or under any such Global Security, and the Depositary
          or such nominee, as the case may be, may be treated by the Company,
          the Trustee and any agent of the Company or the Trustee as the
          absolute owner and holder of such Global Security for all purposes
          whatsoever. Notwithstanding the foregoing, nothing herein shall
          prevent the Company, the Trustee or any agent of the Company or the
          Trustee from giving effect to any written certification, proxy or
          other authorization furnished by the Depositary or such nominee, as
          the case may be, or impair, as between the Depositary, its Agent


                                      -21-

<PAGE>   28
                  Members and any other person on whose behalf an Agent Member
                  may act, the operation of customary practices of such Persons
                  governing the exercise of the rights of a holder of any
                  Security.

                  SECTION 2.13. 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.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01.  Right to Redeem; Notices to Trustee.  The
Company, at its option, may redeem the Securities in accordance with the
provisions of paragraphs 5 and 7 of the Securities.  If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the Redemption Date, the Principal Amount at Maturity of
Securities to be redeemed and the Redemption Price.

                  The Company shall give the notice to the Trustee provided for
in this Section 3.01 by a Company Order, at least 20 days before the Redemption
Date, unless a shorter notice shall be satisfactory to the Trustee).

                  SECTION 3.02. Selection of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by any other method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the Securities are then listed). The
Trustee shall make the selection at least 15 days but not more than 60 days
before the Redemption Date from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of the Principal
Amount at Maturity of Securities that have denominations larger than $1,000.
Securities and portions of them the Trustee selects shall be in Principal
Amounts at Maturity of $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the Securities or portions of Securities to be redeemed.

                  If any Security selected for partial redemption is converted
in part before termination of the conversion right with respect to the portion
of the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected


                                      -22-
<PAGE>   29
for redemption. Securities which have been converted during a selection of
Securities to be redeemed may be treated by the Trustee as outstanding for the
purpose of such selection.

                  SECTION 3.03. Notice of Redemption. At least 15 days but not
more than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      the Conversion Rate;

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

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

                  (6)      that Holders who want to convert Securities must
         satisfy the requirements set forth in paragraph 8 of the Securities;

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

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

                  (9)      that, unless the Company defaults in making payment
         of such Redemption Price, Original Issue Discount on Securities called
         for redemption, and interest, if any, will cease to accrue on and after
         the Redemption Date; and

                  (10)     the CUSIP number of the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to such notice of
redemption.

                  SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance


                                      -23-

<PAGE>   30
with the terms of this Indenture. Upon surrender to the Paying Agent, such
Securities shall be paid at the Redemption Price stated in the notice.

                  SECTION 3.05. Deposit of Redemption Price. Prior to 10:00
a.m., New York City time on the Redemption Date, the Company shall deposit with
the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the Redemption Price, together with interest, if any, accrued and unpaid to
the Redemption Date, of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 11. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

                  SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount at Maturity to the unredeemed portion of
the Security surrendered.

                  SECTION 3.07. Conversion Arrangement on Call for Redemption.
In connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m., New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price, together
with interest, if any, accrued and unpaid to the Redemption Date, of such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, any Securities not duly surrendered for conversion by
the Holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article 11) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Business Day prior to the Redemption Date, subject to payment of
the above amount as aforesaid. The Trustee shall hold and pay to the Holders
whose Securities are selected for redemption any such amount paid to it for
purchase and conversion in the same manner as it would moneys deposited with it
by the Company for the redemption of Securities. Without the Trustee's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee as set
forth in this Indenture, and the Company agrees to indemnify the Trustee from,
and hold it harmless against,


                                      -24-

<PAGE>   31
any loss, liability or expense arising out of or in connection with any such
arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

                  SECTION 3.08.  Purchase of Securities at Option of the Holder.

                  (a) General. Securities shall be purchased by the Company
pursuant to paragraph 6 of the Securities as of June 28, 2005, June 28, 2010 and
June 28, 2015 (each, a "Purchase Date"), at the purchase price specified therein
(each, a "Purchase Price"), at the option of the Holder thereof, upon:

                  (1) delivery to the Paying Agent, by the Holder of a written
         notice of purchase (a "Purchase Notice") at any time from the opening
         of business on the date that is 20 Business Days prior to a Purchase
         Date until the close of business on such Purchase Date stating:

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

                           (B) the portion of the Principal Amount at Maturity
                  of the Security which the Holder will deliver to be purchased,
                  which portion must be in principal amounts at maturity of
                  $1,000 or an integral multiple thereof,

                           (C) that such Security shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in paragraph 6 of the Securities and in this Indenture, and

                           (D) in the event the Company elects, pursuant to
                  Section 3.08(b), to pay the Purchase Price to be paid as of
                  such Purchase Date, in whole or in part, in shares of Common
                  Stock but such portion of the Purchase Price shall ultimately
                  be payable to such Holder entirely in cash because any of the
                  conditions to payment of the Purchase Price in Common Stock is
                  not satisfied prior to the close of business on such Purchase
                  Date, as set forth in Section 3.08(d), whether such Holder
                  elects (i) to withdraw such Purchase Notice as to some or all
                  of the Securities to which such Purchase Notice relates
                  (stating the Principal Amount at Maturity and certificate
                  numbers of the Securities as to which such withdrawal shall
                  relate), or (ii) to receive cash in respect of the entire
                  Purchase Price for all Securities (or portions thereof) to
                  which such Purchase Notice relates; and

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


                                      -25-

<PAGE>   32
         Agent, such delivery being a condition to receipt by the Holder of the
         Purchase Price therefor; provided, however, that such Purchase Price
         shall be so paid pursuant to this Section 3.08 only if the Security so
         delivered to the Paying Agent shall conform in all respects to the
         description thereof in the related Purchase Notice, as determined by
         the Company.

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms of
Section 3.10, fails to indicate such Holder's choice with respect to the
election set forth in clause (D) of Section 3.08(a)(1), such Holder shall be
deemed to have elected to receive cash in respect of the Purchase Price for all
Securities subject to such Purchase Notice in the circumstances set forth in
such clause (D).

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

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

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.08(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

                  (b) Company's Right to Elect Manner of Payment of Purchase
Price. The Securities to be purchased pursuant to Section 3.08(a) may be paid
for, at the election of the Company, in U.S. legal tender ("cash") or Common
Stock, or in any combination of cash and Common Stock, subject to the conditions
set forth in Sections 3.08(c) and (d). The Company shall designate, in the
Company Notice delivered pursuant to Section 3.08(e), whether the Company will
purchase the Securities for cash or Common Stock, or, if a combination thereof,
the percentages of the Purchase Price of Securities in respect of which it will
pay in cash or Common Stock; provided that the Company will pay cash for
fractional interests in Common Stock. For purposes of determining the existence
of potential fractional interests, all Securities subject to purchase by the
Company held by a Holder shall be considered together (no matter how many
separate certificates are to be presented). Each Holder whose Securities are
purchased pursuant to this Section 3.08 shall receive the same percentage of
cash or Common Stock in payment of the Purchase Price for such Securities,
except (i) as provided in Section 3.08(d) with regard to the payment of cash in
lieu of fractional shares of Common Stock and (ii) in the event


                                      -26-

<PAGE>   33
that the Company is unable to purchase the Securities of a Holder or Holders for
Common Stock because any necessary qualifications or registrations of the Common
Stock under applicable state securities laws cannot be obtained, the Company may
purchase the Securities of such Holder or Holders for cash. The Company may not
change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given its
Company Notice to Securityholders except pursuant to this Section 3.08(b) or
pursuant to Section 3.08(d) in the event of a failure to satisfy, prior to the
close of business on the Purchase Date, any condition to the payment of the
Purchase Price, in whole or in part, in Common Stock.

                  At least three Business Days before the Company Notice Date,
the Company shall deliver an Officers' Certificate to the Trustee specifying:

             (i) the manner of payment selected by the Company,

             (ii) the information required by Section 3.08(e),

             (iii) if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in Common Stock, that the conditions to
         such manner of payment set forth in Section 3.08(d) have been or will
         be complied with, and

             (iv) whether the Company desires the Trustee to give the Company
         Notice required by Section 3.08(e).

                  (c) Purchase with Cash. On each Purchase Date, at the option
of the Company, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given, or a specified percentage
thereof, may be paid by the Company with cash equal to the aggregate Purchase
Price of such Securities. If the Company elects to purchase Securities with
cash, the Company Notice, as provided in Section 3.08(e), shall be sent to
Holders (and to beneficial owners as required by applicable law) not less than
20 Business Days prior to such Purchase Date (the "Company Notice Date").

                  (d) Payment by Issuance of Common Stock. On each Purchase
Date, at the option of the Company, the Purchase Price of Securities in respect
of which a Purchase Notice pursuant to Section 3.08(a) has been given, or a
specified percentage thereof, may be paid by the Company by the issuance of a
number of shares of Common Stock equal to the quotient obtained by dividing (i)
the amount of cash to which the Securityholders would have been entitled had the
Company elected to pay all or such specified percentage, as the case may be, of
the Purchase Price of such Securities in cash by (ii) the Market Price of a
share of Common Stock, subject to the next succeeding paragraph.

                  The Company will not issue a fractional share of Common Stock
in payment of the Purchase Price. Instead the Company will pay cash for the
current market value of the fractional share. The current market value of a
fraction of a share shall be determined by


                                      -27-

<PAGE>   34
multiplying the Market Price by such fraction and rounding the product to the
nearest whole cent. It is understood that if a Holder elects to have more than
one Security purchased, the number of shares of Common Stock shall be based on
the aggregate amount of Securities to be purchased.

                  If the Company elects to purchase the Securities by the
issuance of shares of Common Stock, the Company Notice, as provided in Section
3.08(e), shall be sent to the Holders (and to beneficial owners as required by
applicable law) not later than the Company Notice Date.

                  The Company's right to exercise its election to purchase the
Securities pursuant to Section 3.08 through the issuance of shares of Common
Stock shall be conditioned upon:

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

                   (ii) the registration of the shares of Common Stock to be
         issued in respect of the payment of the Purchase Price under the
         Securities Act of 1933, as amended (the "Securities Act"), or the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), in
         each case, if required;

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

                   (iv) the receipt by the Trustee of an Officers' Certificate
         and an Opinion of Counsel each stating that (A) the terms of the
         issuance of the Common Stock are in conformity with this Indenture and
         (B) the shares of Common Stock to be issued by the Company in payment
         of the Purchase Price in respect of Securities have been duly
         authorized and, when issued and delivered pursuant to the terms of this
         Indenture in payment of the Purchase Price in respect of the
         Securities, will be validly issued, fully paid and non-assessable and,
         to the best of such counsel's knowledge, free from preemptive rights,
         and, in the case of such Officer's Certificate, stating that conditions
         (i), (ii) and (iii) above and the condition set forth in the second
         succeeding sentence have been satisfied and, in the case of such
         Opinion of Counsel, stating that conditions (ii) and (iii) above has
         been satisfied.

Such Officers' Certificate shall also set forth the number of shares of Common
Stock to be issued for each $1,000 Principal Amount at Maturity of Securities
and the Sale Price of a share of Common Stock on each trading day during the
period commencing on the first trading day of the period during which the Market
Price is calculated and ending on the applicable Purchase Date. The Company may
pay the Purchase Price (or any portion thereof) in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation. If the foregoing conditions are not satisfied
with respect to a Holder or Holders prior to the close of business on the
Purchase Date and the Company has elected to purchase the


                                      -28-

<PAGE>   35
Securities pursuant to this Section 3.08 through the issuance of shares of
Common Stock, the Company shall pay the entire Purchase Price of the Securities
of such Holder or Holders in cash.

                  The "Market Price" means the average of the Sale Prices of the
Common Stock for the five trading day period ending on (if the third Business
Day prior to the applicable Purchase Date is a trading day, or if not, then on
the last trading day prior to) the third Business Day prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 11.06, 11.07 or 11.08; subject, however, to the conditions set forth in
Sections 11.09 and 11.10.

         The "Sale Price" of the Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System.

                  (e)      Notice of Election.  The Company's notice of election
to purchase with cash or Common Stock or any combination thereof shall be sent
to the Holders (and to beneficial owners as required by applicable law) in the
manner provided in Section 12.02 at the time specified in Section 3.08(c) or
(d), as applicable (the "Company Notice"). Such Company Notice shall state the
manner of payment elected and shall contain the following information:

                  In the event the Company has elected to pay the Purchase Price
(or a specified percentage thereof) with Common Stock, the Company Notice shall:

                  (1) state that each Holder will receive Common Stock with a
         Market Price determined as of a specified date prior to the Purchase
         Date equal to such specified percentage of the Purchase Price of the
         Securities held by such Holder (except any cash amount to be paid in
         lieu of fractional shares);

                  (2) set forth the method of calculating the Market Price
         of the Common Stock; and

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

                  In any case, each Company Notice shall include a form of
Purchase Notice to be completed by a Securityholder and shall state:


                                      -29-

<PAGE>   36
              (i)  the Purchase Price and the Conversion Rate;

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

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

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

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

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

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

              (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 3.08(a)(1)(D) or Section 3.10).

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

                  Upon determination of the actual number of shares of Common
Stock to be issued for each $1,000 Principal Amount at Maturity of Securities,
the Company will publish such determination on the Company's Web site on the
World Wide Web.

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

                  The Company shall use its best efforts to list or cause to
have quoted any shares of Common Stock to be issued to purchase Securities on
each national securities exchange or over-the-counter or other domestic market
on which the Common Stock is then listed or quoted.

                  (g) Procedure upon Purchase. The Company shall deposit cash
(in respect of a cash purchase under Section 3.08(c) or for fractional
interests, as applicable) or shares of Common Stock, or a combination thereof,
as applicable, at the time and in the manner as




                                      -30-

<PAGE>   37
provided in Section 3.11, sufficient to pay the aggregate Purchase Price of all
Securities to be purchased pursuant to this Section 3.08. As soon as practicable
after the Purchase Date, the Company shall deliver to each Holder entitled to
receive Common Stock through the Paying Agent, a certificate for the number of
full shares of Common Stock issuable in payment of the Purchase Price and cash
in lieu of any fractional interests. The person in whose name the certificate
for Common Stock is registered shall be treated as a holder of record of shares
of Common Stock on the Business Day following the Purchase Date. Subject to
Section 3.08(d), no payment or adjustment will be made for dividends on the
Common Stock the record date for which occurred on or prior to the Purchase
Date.

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

                  SECTION 3.09. Purchase of Securities at Option of the Holder
upon Change in Control. (a) If on or prior to June 28, 2005 there shall have
occurred a Change in Control, Securities shall be purchased by the Company, at
the option of the Holder thereof, at the purchase price specified in paragraph 6
of the Securities (the "Change in Control Purchase Price"), as of the date that
is 35 Business Days after the occurrence of the Change in Control (the "Change
in Control Purchase Date"), subject to satisfaction by or on behalf of the
Holder of the requirements set forth in Section 3.09(c).

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

             (i) There shall be consummated any consolidation or merger of the
         Company pursuant to which the Common Stock would be converted into
         cash, securities or other property, in each case other than a
         consolidation or merger of the Company in which the holders of the
         Common Stock immediately prior to the consolidation or merger have,
         directly or indirectly, at least a majority of the total voting power
         in the aggregate of all classes of capital stock of the continuing or
         surviving corporation immediately after such consolidation or merger;
         or

             (ii) There is a report filed on Schedule 13D or 14D-1 (or any
         successor schedule, form or report) pursuant to the Exchange Act,
         disclosing that any person (for the purposes of this Section 3.09 only,
         as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of
         the Exchange Act) has become the beneficial owner (as the term
         "beneficial


                                      -31-



<PAGE>   38
         owner" is defined under Rule 13d-3 or any successor rule or regulation
         promulgated under the Exchange Act) of 50% or more of the voting power
         of the Common Stock then outstanding; provided, however, that a person
         shall not be deemed beneficial owner of, or to own beneficially, (A)
         any securities tendered pursuant to a tender or exchange offer made by
         or on behalf of such person or any of such person's Affiliates or
         Associates until such tendered securities are accepted for purchase or
         exchange thereunder, or (B) any securities if such beneficial ownership
         (1) arises solely as a result of a revocable proxy delivered in
         response to a proxy or consent solicitation made pursuant to the
         applicable rules and regulations under the Exchange Act, and (2) is not
         also then reportable on Schedule 13D (or any successor schedule) under
         the Exchange Act.

Notwithstanding the foregoing provisions of this Section 3.09, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report) under the Exchange Act
disclosing beneficial ownership by it of shares of Common Stock, whether in
excess of 50% or otherwise.

                  "Associate" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in
effect on the date hereof.

                  (b) Within 15 Business Days after the occurrence of a Change
in Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

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

                  (2)  the date by which the Change in Control Purchase Notice
         pursuant to this Section 3.09 must be given;

                  (3)  the Change in Control Purchase Date;

                  (4)  the Change in Control Purchase Price;

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

                  (6)  the Conversion Rate and any adjustments thereto;


                                      -32-

<PAGE>   39
                  (7) that Securities as to which a Change in Control Purchase
         Notice has been given may be converted pursuant to Article 11 hereof
         only if the Change in Control Purchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

                  (8)  that Securities must be surrendered to the Paying Agent
         to collect payment;

                  (9) that the Change in Control Purchase Price for any Security
         as to which a Change in Control Purchase Notice has been duly given and
         not withdrawn will be paid promptly following the later of the Change
         in Control Purchase Date and the time of surrender of such Security as
         described in (8);

                  (10)  briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.09;

                  (11)  briefly, the conversion rights of the Securities; and

                  (12)  the procedures for withdrawing a Change in Control
         Purchase Notice.

                  (c) A Holder may exercise its rights specified in Section
3.09(a) upon delivery of a written notice of purchase (a "Change in Control
Purchase Notice") to the Paying Agent at any time prior to the close of business
on the Change in Control Purchase Date, stating:

                  (1)  the certificate number of the Security which the Holder
         will deliver to be purchased;

                  (2) the portion of the Principal Amount at Maturity of the
         Security which the Holder will deliver to be purchased, which portion
         must be $1,000 or an integral multiple thereof; and

                  (3) that such Security shall be purchased pursuant to the
         terms and conditions specified in paragraph 6 of the Securities.

                  The delivery of such Security to the Paying Agent prior to, on
or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Security so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
to this Section 3.09, a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an


                                      -33-

<PAGE>   40
integral multiple of $1,000. Provisions of this Indenture that apply to the
purchase of all of a Security also apply to the purchase of such portion of such
Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.09 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of the
Change in Control Purchase Date and the time of delivery of the Security to the
Paying Agent in accordance with this Section 3.09.

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Change in Control Purchase Notice
contemplated by this Section 3.09(c) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to the close of business on
the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

                  SECTION 3.10. Effect of Purchase Notice or Change in Control
Purchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or
Change in Control Purchase Notice specified in Section 3.08(a) or Section
3.09(c), as applicable, the Holder of the Security in respect of which such
Purchase Notice or Change in Control Purchase Notice, as the case may be, was
given shall (unless such Purchase Notice or Change in Control Purchase Notice is
withdrawn as specified in the following two paragraphs) thereafter be entitled
to receive solely the Purchase Price or Change in Control Purchase Price, as the
case may be, with respect to such Security. Such Purchase Price or Change in
Control Purchase Price shall be paid to such Holder, subject to receipts of
funds and/or securities by the Paying Agent, promptly following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may be,
with respect to such Security (provided the conditions in Section 3.08(a) or
Section 3.09(c), as applicable, have been satisfied) and (y) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.08(a) or Section 3.09(c), as applicable. Securities
in respect of which a Purchase Notice or Change in Control Purchase Notice, as
the case may be, has been given by the Holder thereof may not be converted
pursuant to Article 11 hereof on or after the date of the delivery of such
Purchase Notice or Change in Control Purchase Notice, as the case may be, unless
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following two paragraphs.

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


                                      -34-

<PAGE>   41
                  (1)      the certificate number of the Security in respect of
         which such notice of withdrawal is being submitted,

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

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

                  A written notice of withdrawal of a Purchase Notice may be in
the form set forth in the preceding paragraph or may be in the form of (i) a
conditional withdrawal contained in a Purchase Notice pursuant to the terms of
Section 3.08(a)(1)(D) or (ii) a conditional withdrawal containing the
information set forth in Section 3.08(a)(1)(D) and the preceding paragraph and
contained in a written notice of withdrawal delivered to the Paying Agent as set
forth in the preceding paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.08 (other than through the issuance of Common Stock in payment of the
Purchase Price, including cash in lieu of fractional shares) or 3.09 if there
has occurred (prior to, on or after, as the case may be, the giving, by the
Holders of such Securities, of the required Purchase Notice or Change in Control
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, with respect to such Securities). The Paying
Agent will promptly return to the respective Holders thereof any Securities (x)
with respect to which a Purchase Notice or Change in Control Purchase Notice, as
the case may be, has been withdrawn in compliance with this Indenture, or (y)
held by it during the continuance of an Event of Default (other than a default
in the payment of the Purchase Price or Change in Control Purchase Price, as the
case may be, with respect to such Securities) in which case, upon such return,
the Purchase Notice or Change in Control Purchase Notice with respect thereto
shall be deemed to have been withdrawn.

                  SECTION 3.11. Deposit of Purchase Price or Change in Control
Purchase Price. Prior to 10:00 a.m. (local time in The City of New York) on the
Business Day following the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Company shall deposit with the Trustee or with the
Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the Paying Agent, shall segregate and hold in trust as
provided in Section 2.04) an amount of money (in immediately available funds if
deposited on such Business Day) or Common Stock, if permitted hereunder,
sufficient to pay the aggregate Purchase Price or Change in Control Purchase
Price, as the case may be, of all the Securities or portions thereof which are
to be purchased as of the Purchase Date or Change in Control Purchase Date, as
the case may be.


                                      -35-

<PAGE>   42
                  SECTION 3.12. Securities Purchased in Part. Any Security which
is to be purchased only in part shall be surrendered at the office of the Paying
Agent (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 such Holder's 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 any authorized denomination as requested by
such Holder in aggregate Principal Amount at Maturity equal to, and in exchange
for, the portion of the Principal Amount at Maturity of the Security so
surrendered which is not purchased.

                  SECTION 3.13. Covenant to Comply With Securities Laws Upon
Purchase of Securities. In connection with any offer to purchase or purchase of
Securities under Section 3.08 or 3.09 hereof (provided that such offer or
purchase constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which
term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), the Company shall (i)
comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the
related Schedule TO (or any successor schedule, form or report) under the
Exchange Act, and (iii) otherwise comply with all federal and state securities
laws so as to permit the rights and obligations under Sections 3.08 and 3.09 to
be exercised in the time and in the manner specified in Sections 3.08 and 3.09.

                  SECTION 3.14. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash or shares of Common Stock that
remain unclaimed as provided in paragraph 13 of the Securities, together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)), held by them for the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be; provided, however, that to the
extent that the aggregate amount of cash or shares of Common Stock deposited by
the Company pursuant to Section 3.11 exceeds the aggregate Purchase Price or
Change in Control Purchase Price, as the case may be, of the Securities or
portions thereof which the Company is obligated to purchase as of the Purchase
Date or Change in Control Purchase Date, as the case may be, then promptly after
the Business Day following the Purchase Date or Change in Control Purchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon (subject to the
provisions of Section 7.01(f)).


                                   ARTICLE 4

                                   COVENANTS

                  SECTION 4.01. Payment of Securities. The Company shall
promptly make all payments in respect of the Securities on the dates and in the
manner provided in the Securities or pursuant to this Indenture. Any amounts to
be given to the Trustee or Paying Agent shall be deposited with the Trustee or
Paying Agent by 10:00 a.m. New York City time by the Company. Principal Amount
at Maturity, Restated Principal Amount, Issue Price plus accrued Original


                                      -36-

<PAGE>   43
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price and interest, if any, shall be considered paid on the applicable date due
if on such date (or, in the case of a Purchase Price or Change in Control
Purchase Price, on the Business Day following the applicable Purchase Date or
Change in Control Purchase Date, as the case may be) the Trustee or the Paying
Agent holds, in accordance with this Indenture, money or securities, if
permitted hereunder, sufficient to pay all such amounts then due.

                  The Company shall, to the extent permitted by law, pay
interest on overdue amounts at the rate per annum set forth in paragraph 1 of
the Securities, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

                  SECTION 4.02. SEC and Other Reports. The Company shall file
with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a).

                  SECTION 4.03.  Compliance Certificate.  The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company (beginning with the fiscal year ending on December 31, 2000) an
Officers' Certificate, one of the signers of which shall be the principal
financial, principal accounting or principal executive officer of the Company,
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

                  SECTION 4.04. Further Instruments and Acts. The Company will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper or as the Trustee may request to carry out more
effectively the purposes of this Indenture.


                                      -37-

<PAGE>   44
                  SECTION 4.05. Maintenance of Office or Agency. The Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency of the Trustee, Registrar, Paying Agent and Conversion Agent where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The office of the Trustee, at
101 Barclay Street, Floor 21 West, New York, New York 10286, shall initially be
such office or agency for all of the aforesaid purposes. The Company shall give
prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of the Trustee). 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 address of the Trustee set forth in Section 12.02.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities 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 the Borough of Manhattan, the City of New York, for such purposes.

                  SECTION 4.06. Delivery of Certain Information. At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon
the request of a holder or any beneficial holder of Securities or shares of
Common Stock issued upon conversion thereof, the Company will promptly furnish
or cause to be furnished Rule 144A Information (as defined below) to such Holder
or any beneficial holder of Securities or holder of shares of Common Stock
issued upon conversion of Securities, or to a prospective purchaser of any such
security designated by any such holder, as the case may be, to the extent
required to permit compliance by such Holder or holder with Rule 144A under the
Securities Act in connection with the resale of any such security. "Rule 144A
Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act.

                  SECTION 4.07. Calculation of Original Issue Discount. The
Company shall file with the Trustee promptly at the end of each calendar year
(i) a written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the end
of such year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.


                                      -38-

<PAGE>   45
                                   ARTICLE 5

                             SUCCESSOR CORPORATION

                  SECTION 5.01. When Company May Merge or Transfer Assets. The
Company shall not consolidate with or merge with or into any other person or
convey, transfer or lease its properties and assets substantially as an entirety
to any person, unless:

                  (a) either (1) the Company shall be the continuing corporation
         or (2) the person (if other than the Company) formed by such
         consolidation or into which the Company is merged or the person which
         acquires by conveyance, transfer or lease the properties and assets of
         the Company substantially as an entirety (i) shall be a corporation,
         limited liability company, partnership, trust or other entity organized
         and validly existing under the laws of the United States or any State
         thereof or the District of Columbia and (ii) shall expressly assume, by
         an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, all of the obligations of
         the Company under the Securities and this Indenture;

                  (b)  immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing; and

                  (c) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article 5 and that all
         conditions precedent herein provided for relating to such transaction
         have been satisfied.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise) of the properties and assets of one or more
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person 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 had been named as the Company herein; and
thereafter, except in the case of a lease and obligations the Company may have
under a supplemental indenture pursuant to Section 11.14, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.


                                      -39-


<PAGE>   46
                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

                  SECTION 6.01.  Events of Default.  An "Event of Default"
         occurs if:

                  (1) after exercise of its option pursuant to Section 10.01
         hereof following a Tax Event, the Company defaults in the payment of
         interest upon any Security when such interest becomes due and payable,
         and such default continues for a period of 30 days;

                  (2) the Company defaults in the payment of the Principal
         Amount at Maturity (or, if the Securities have been converted to
         semiannual coupon notes following a Tax Event pursuant to Article 10,
         the Restated Principal Amount), Issue Price plus accrued Original Issue
         Discount, Redemption Price, Purchase Price or Change in Control
         Purchase Price on any Security when the same becomes due and payable at
         its Stated Maturity, upon redemption, upon declaration, when due for
         purchase by the Company or otherwise;

                  (3) the Company fails to comply with any of its agreements in
         the Securities or this Indenture (other than those referred to in
         clauses (1) and (2) above) and such failure continues for 30 days after
         receipt by the Company of a Notice of Default;

                  (4) a default under any (i) indebtedness for any money
         borrowed by the Company or the Operating Company, (ii) mortgage,
         indenture or other instrument under which there may be issued or by
         which there may be secured or evidenced any indebtedness for money
         borrowed by the Company or the Operating Company or (iii) guarantee by
         the Company or the Operating Company of payment for money borrowed,
         which default shall consist of a payment default at the stated maturity
         thereof, after giving effect to any applicable grace period, or shall
         have resulted in such indebtedness becoming or being declared due and
         payable prior to the date on which it would otherwise have become due
         and payable, without such indebtedness or accelerated indebtedness
         having been discharged, or such acceleration having been cured, waived,
         rescinded or annulled, within a period of 30 days after there shall
         have 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 the Outstanding Securities a written notice
         specifying such default and requiring the Company or the Operating
         Company, as the case may be, to cause such indebtedness or accelerated
         indebtedness to be discharged or cause such acceleration to be cured,
         waived, rescinded or annulled, as the case may be, and stating that
         such notice is a "Notice of Default" hereunder; provided, that a
         default shall exist under this subsection only if the aggregate
         principal amount outstanding under all such indebtedness that is so in
         default or has become due prior to the date on which it would otherwise
         become due and payable exceeds $25,000,000;


                                      -40-

<PAGE>   47
         provided further that if any such payment default or acceleration shall
         cease or be cured, waived, rescinded or annulled, then the Event of
         Default by reason thereof shall be deemed not to have occurred; or

                  (5) the Company or the Operating Company shall fail within 60
         days to pay, bond or otherwise discharge any uninsured judgment or
         court order in excess of $25,000,000 which is not stayed; or

                  (6) the Company or the Operating Company pursuant to or
         under or within the meaning of any Bankruptcy Law:

                           (A)  commences a voluntary case or proceeding;

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

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

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

                           (E)  files a petition in bankruptcy or answer or
                  consent seeking reorganization or relief; or

                           (F)  consents to the filing of such petition or the
                  appointment of or taking possession by a Custodian; or

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

                           (A) is for relief against the Company or the
                  Operating Company in an involuntary case or proceeding, or
                  adjudicates the Company or the Operating Company insolvent or
                  bankrupt;

                           (B) appoints a Custodian of the Company or the
                  Operating Company or for any substantial part of the property
                  of the Company or the Operating Company; or

                           (C)  orders the winding up or liquidation of the
                  Company or the Operating Company;

         and the order or decree remains unstayed and in effect for 60 days.


                                      -41-

<PAGE>   48
                  "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.

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

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

                  The Company shall deliver to the Trustee, within 30 days after
it becomes aware of the occurrence thereof, written notice of any event which
with the giving of notice or the lapse of time, or both, would become an Event
of Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding by notice to the Company and the Trustee, may declare the Issue
Price plus accrued Original Issue Discount through the date of declaration on
all the Securities to be immediately due and payable. Upon such a declaration,
such Issue Price plus accrued Original Issue Discount shall be due and payable
immediately. If an Event of Default specified in Section 6.01(6) or (7) occurs
and is continuing, the Issue Price plus accrued Original Issue Discount on all
the Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accrued Original Issue Discount that have become due solely as
a result of acceleration and if all amounts due to the Trustee under Section
7.07 have been paid. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

                  SECTION 6.03.  Other Remedies.  If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of the Issue Price plus accrued Original Issue Discount on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.



                                      -42-

<PAGE>   49
                  The Trustee may maintain a proceeding even if the Trustee does
not possess any of the Securities or does not produce any of the Securities in
the proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate Principal Amount at Maturity of the Securities at the time
outstanding, by notice to the Trustee (and without notice to any other
Securityholder), may waive an existing Default and its consequences except (1)
an Event of Default described in Section 6.01(1) or (2), (2) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected or (3) a Default which constitutes a
failure to convert any Security in accordance with the terms of Article 11. When
a Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or impair any consequent right. This Section 6.04
shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section
316(a)(1)(B) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

                  SECTION 6.05. Control by Majority. The Holders of a majority
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any trust or power
conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability unless the
Trustee is offered indemnity satisfactory to it. This Section 6.05 shall be in
lieu of Section 316(a)(1)(A) of the TIA and such Section 316(a)(1)(A) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.06.  Limitation on Suits.  A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

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

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

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



                                      -43-


<PAGE>   50
                  (5) the Holders of a majority in aggregate Principal Amount at
         Maturity of the Securities at the time outstanding do not give the
         Trustee a direction inconsistent with the request during such 60-day
         period.

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

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of the Principal Amount at Maturity (or if the Securities
have been converted to semiannual coupon notes following a Tax Event pursuant to
Article 10, the Restated Principal Amount), Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, in respect of the Securities held by such Holder, on
or after the respective due dates expressed in the Securities or any Redemption
Date, and to convert the Securities in accordance with Article 11, or to bring
suit for the enforcement of any such payment on or after such respective dates
or the right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee. If an Event of
Default described in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Securities
and the amounts provided for in Section 7.07.

                  SECTION 6.09. 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 Amount at Maturity, Restated
Principal Amount, Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price or interest, if any, in
respect 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 any such amount) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of the
         Principal Amount at Maturity, Restated Principal Amount, Issue Price
         plus accrued Original Issue Discount, Redemption Price, Purchase Price,
         Change in Control Purchase Price, or interest, if any, 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 or any other amounts due the Trustee under Section
         7.07) and of the Holders allowed in such judicial proceeding, and



                                      -44-

<PAGE>   51
                  (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
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 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 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

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

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

                  SECOND: to Securityholders for amounts due and unpaid on the
         Securities for the Principal Amount at Maturity, Restated Principal
         Amount, Issue Price plus accrued Original Issue Discount, Redemption
         Price, Purchase Price, Change in Control Purchase Price or interest, if
         any, as the case may be, ratably, without preference or priority of any
         kind, according to such amounts due and payable on the Securities; and

                  THIRD:  the balance, if any, to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section 6.10. At least 15 days
before such record date, the Trustee shall mail to each Securityholder and the
Company a notice that states the record date, the payment date and the amount to
be paid.

                  SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate
Principal Amount at Maturity of the Securities at the time outstanding. This
Section 6.11 shall



                                      -45-

<PAGE>   52
be in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby
expressly excluded from this Indenture, as permitted by the TIA.

                  SECTION 6.12. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Restated Principal Amount, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price or Change in Control Purchase Price
in respect of Securities, or any interest on such amounts, as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.


                                   ARTICLE 7

                                    TRUSTEE

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

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

                           (1) the Trustee need perform only those duties that
         are specifically set forth in this Indenture and no others; and

                           (2) in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in case of any such certificates or opinions
         which by provision hereof are specifically required to be furnished to
         the Trustee, the Trustee shall examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

This Section 7.01(b) shall be in lieu of Section 3.15(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.


                                      -46-

<PAGE>   53
                  (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

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

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

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

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section
7.01.

                  (e) The Trustee may refuse to perform any duty or exercise any
right or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

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

                  SECTION 7.02.  Rights of Trustee.  Subject to its duties and
responsibilities under the TIA,

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

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

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



                                      -47-

<PAGE>   54
                  (d) Subject to the provisions of Section 7.01(c), the Trustee
shall not be liable for any action it takes or omits to take in good faith which
it believes to be authorized or within its rights or powers.

                  (e) The Trustee may consult with counsel selected by it and
any advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel.

                  (f) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby.

                  (g) 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 at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

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

                  (i) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.

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

                  (k) The Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any



                                      -48-

<PAGE>   55
person authorized to sign an Officers' Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.

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

                  SECTION 7.04. Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or application of
the proceeds from the Securities, it shall not be responsible for any statement
in the registration statement for the Securities under the Securities Act or in
the Indenture or the Securities (other than its certificate of authentication),
or the determination as to which beneficial owners are entitled to receive any
notices hereunder.

                  SECTION 7.05. Notice of Defaults. If a Default occurs and if
it is known to the Trustee, the Trustee shall give to each Securityholder notice
of the Default within 90 days after it occurs unless such Default shall have
been cured or waived before the giving of such notice. Except in the case of a
Default described in Section 6.01(1) or (2), the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Securityholders.
The second sentence of this Section 7.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA.

                  SECTION 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, the Trustee shall mail to each Securityholder a brief report dated as
of such May 15 that complies with TIA Section 313(a), if required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b).

                  A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each securities exchange, if
any, on which the Securities are listed. The Company agrees to promptly notify
the Trustee whenever the Securities become listed on any securities exchange and
of any delisting thereof.

                  SECTION 7.07. Compensation and Indemnity.  The Company
agrees:

                  (a) to pay to the Trustee from time to time such compensation
         as the Company and the Trustee shall from time to time agree in writing
         for all services rendered by it hereunder (which compensation shall not
         be limited (to the extent permitted by law) by any provision of law in
         regard to the compensation of a trustee of an express trust);



                                      -49-

<PAGE>   56
                  (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 expenses, advances and
         disbursements of its agents and counsel), except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                  (c) to indemnify the Trustee or any predecessor trustee and
         their agents for, and to hold them harmless against, any loss, damage,
         claim, liability, cost or expense (including attorney's fees and taxes
         (other than taxes based upon, measured by or determined by the income
         of the Trustee)) incurred without negligence or bad faith on its part,
         arising out of or in connection with the acceptance or administration
         of this trust, including the costs and expenses of defending itself
         against any claim (whether asserted by the Company, any Holder or any
         other Person) or liability in connection with the exercise or
         performance of any of its powers or duties hereunder.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee, except that held in trust to pay the
Principal Amount at Maturity, Restated Principal Amount, Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price or interest, if any, as the case may be, on particular
Securities.

                  The Company's payment obligations pursuant to this Section
7.07 shall survive the discharge of this Indenture and resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(6) or (7), the expenses, including the reasonable fees
and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

                  SECTION 7.08. Replacement of Trustee. The Trustee may resign
by so notifying the Company; provided, however, no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding may remove the Trustee by so
notifying the Trustee and the Company. The Company shall remove the Trustee if:

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.


                                      -50-
<PAGE>   57


          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

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

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee (at the expense of
the Company), the Company or the Holders of a majority in aggregate Principal
Amount at Maturity of the Securities at the time outstanding may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

          SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

          SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. Nothing herein
contained shall prevent the Trustee from filing with the Commission the
application referred to in the penultimate paragraph of TIA Section 310(b).

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





                                      -51-
<PAGE>   58


                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

          SECTION 8.01. Discharge of Liability on Securities. When (i) the
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash or, if expressly permitted by the terms of the Securities,
Common Stock sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.07, cease to be of further
effect. The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

          SECTION 8.02. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company upon written request any money or securities
held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable property law. After
return to the Company, Holders entitled to the money or securities must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.


                                    ARTICLE 9

                                   AMENDMENTS

          SECTION 9.01. Without Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without the consent of any
Securityholder:

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

          (2) to comply with Article 5 or Section 11.14;

          (3) to provide for uncertificated Securities in addition to
     certificated Securities so long as such uncertificated Securities are in
     registered form for purposes of the Internal Revenue Code of 1986, as
     amended;

          (4) to make any change that does not adversely affect the rights of
     any Securityholder; or




                                      -52-
<PAGE>   59


          (5) to make any change to comply with the TIA, or any amendment
     thereto, or to comply with any requirement of the SEC in connection with
     the qualification of the Indenture under the TIA.

          SECTION 9.02. With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, the Company and the Trustee may amend this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment to this Indenture or the Securities may not:

          (1) make any change to the Principal Amount at Maturity of Securities
     whose Holders must consent to an amendment;

          (2) make any change in the manner or rate of accrual in connection
     with Original Issue Discount, reduce the rate of interest referred to in
     paragraph 1 of the Securities, reduce the rate of interest referred to in
     Section 10.01 upon the occurrence of a Tax Event, or extend the time for
     payment of Original Issue Discount or interest, if any, on any Security;

          (3) reduce the Principal Amount at Maturity, Restated Principal Amount
     or the Issue Price of or extend the Stated Maturity of any Security;

          (4) reduce the Redemption Price, Purchase Price or Change in Control
     Purchase Price of any Security;

          (5) make any Security payable in money or securities other than that
     stated in the Security;

          (6) make any change in Section 6.04, Section 6.07 or this Section
     9.02, except to increase any percentage set forth therein;

          (7) make any change that adversely affects the right to convert any
     Security; or

          (8) make any change that adversely affects the right to require the
     Company to purchase the Securities in accordance with the terms thereof and
     this Indenture.

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

          After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.



                                      -53-
<PAGE>   60


          SECTION 9.03. Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

          SECTION 9.04. Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Security hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the consent, waiver or action is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent, waiver or
action as to such Holder's Security or portion of the Security if the Trustee
receives the notice of revocation before the date the amendment, waiver or
action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

          SECTION 9.05. Notation on or Exchange of Securities. Securities
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 so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, 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.

          SECTION 9.06. Trustee to Sign Supplemental Indentures. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall be entitled to receive, and (subject to the provisions of
Section 7.01) shall be fully protected in relying upon, an Officers' Certificate
and an Opinion of Counsel stating that such amendment is authorized or permitted
by this Indenture.

          SECTION 9.07. 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.


                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

          SECTION 10.01. Optional Conversion to Semiannual Coupon Note Upon Tax
Event. From and after (i) the date (the "Tax Event Date") of the occurrence of a
Tax Event and (ii) the date the Company exercises such option, whichever is
later (the "Option Exercise Date"),



                                      -54-
<PAGE>   61


at the option of the Company, interest in lieu of future Original Issue Discount
shall accrue at the rate of 7% per annum on a restated principal amount per
$1,000 original Principal Amount at Maturity (the "Restated Principal Amount")
equal to the Issue Price plus Original Issue Discount accrued through the Option
Exercise Date and shall be payable semiannually on June 28 and December 28 of
each year (each an "Interest Payment Date") to holders of record at the close of
business on June 13 or December 13 (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30- day months and will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from the Option Exercise Date. Within 15 days of the occurrence of a Tax Event,
the Company shall mail a written notice of such Tax Event by first-class mail to
the Trustee and within 15 days of its exercise of such option the Company shall
mail a written notice of the Option Exercise Date by first-class mail to the
Trustee and Holders of the Securities. From and after the Option Exercise Date,
(i) the Company shall be obligated to pay at Stated Maturity, in lieu of the
Principal Amount at Maturity of a Security, the Restated Principal Amount
thereof and (ii) "Issue Price and accrued Original Issue Discount," "Issue Price
plus Original Issue Discount" or similar words, as used herein, shall mean
Restated Principal Amount plus accrued and unpaid interest with respect to any
Security. Securities authenticated and delivered after the Option Exercise Date
may, and shall if required by the Trustee, bear a notation in a form approved by
the Trustee as to the conversion of the Securities to semiannual coupon notes.

          SECTION 10.02. Payment of Interest; Interest Rights Preserved. (a)
Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Security is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose. Each installment of interest on any Security shall be paid by
check; provided that payment by wire transfer of immediately available funds
will be required with respect to principal on and interest, if any, on all
Global Securities and all other Securities the holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent for an
account maintained by the payee located inside the United States. In the case of
a permanent Global Security, interest payable on any Interest Payment Date will
be paid to the Depositary, with respect to that portion of such permanent Global
Security held for its account by Cede & Co. for the purpose of permitting such
party to credit the interest received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof.

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




                                      -55-
<PAGE>   62


          (1) The Company may elect to make payment of any Defaulted Interest to
          the persons in whose names the Securities are registered at the close
          of business on a 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 and the date of the
          proposed payment (which shall not be less than 20 days after such
          notice is received by the Trustee), 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 on or prior to the date of the proposed payment, such
          money when deposited to be held in trust for the benefit of the
          persons entitled to such Defaulted Interest as in this clause
          provided. Thereupon the Trustee shall fix a Special Record Date for
          the payment of such Defaulted Interest which shall be not more than 15
          days and not less than 10 days prior to the date of the proposed
          payment and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment. The Trustee shall promptly notify
          the 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 at
          his address as it appears on the list of Securityholders maintained
          pursuant to Section 2.05 not less than 10 days prior to such Special
          Record Date. Notice of the proposed payment of such Defaulted Interest
          and the Special Record Date therefor having been mailed as aforesaid,
          such Defaulted Interest shall be paid to the persons in whose names
          the Securities are registered at the close of business on such Special
          Record Date and shall no longer be payable pursuant to the following
          clause (2).

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

          Subject to the foregoing provisions of this Section and Section 2.06,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.




                                      -56-
<PAGE>   63


                                   ARTICLE 11

                                   CONVERSION

          SECTION 11.01. Conversion Privilege. A Holder of a Security may
convert such Security into Common Stock at any time during the period stated in
paragraph 8 of the Securities. The number of shares of Common Stock issuable
upon conversion of a Security per $ 1,000 of Principal Amount at Maturity
thereof (the "Conversion Rate") shall be that set forth in paragraph 8 in the
Securities, subject to adjustment as herein set forth.

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

          "Quoted Price" means, for any given day, the last reported per share
sale price (or, if no sale price is reported, the average of the bid and ask
prices or, if more than one in either case, the average of the average bid and
average ask prices) on such day of the Common Stock on the New York Stock
Exchange Composite Tape or, in the event shares of Common Stock are not listed
on the New York Stock Exchange, in the composite transactions for such other
national or regional securities exchange upon which the Common Stock is listed,
or, if the shares of Common Stock are not listed on a national or regional
securities exchange, as quoted on the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotations, the Company shall be entitled to determine the
Quoted Price on the basis of such quotations as it considers appropriate.

          "Average Quoted Price" means the average of the Quoted Prices of the
Common Stock for the shorter of

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

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

          (iii) the period, if any, (x) commencing on the date next succeeding
     the Ex-Dividend Time with respect to the next preceding (a) issuance of
     rights, warrants or options or (b) distribution, in each case, for which an
     adjustment is required by the



                                      -57-
<PAGE>   64


     provisions of Section 11.06(4), 11.07 or 11.08 and (y) proceeding through
     the last full trading day prior to the Time of Determination with respect
     to the rights, warrants or options or distribution in respect of which the
     Average Quoted Price is being calculated (excluding days within such
     period, if any, which are not trading days).

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

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

          SECTION 11.02. Conversion Procedure. To convert a Security a Holder
must satisfy the requirements in paragraph 8 of the Securities. The date on
which the Holder satisfies all those requirements is the conversion date (the
"Conversion Date"). As soon as practicable after the Conversion Date, the
Company shall deliver to the Holder, through the Conversion Agent, a certificate
for the number of full shares of Common Stock issuable upon the conversion and
cash in lieu of any fractional share determined pursuant to Section 11.03. The
person in whose name the certificate is registered shall be treated as a
stockholder of record on and after the Conversion Date; provided, however, that
no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

          No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, that portion of accrued Original Issue
Discount (or interest, if the Company has exercised its option provided for in
Section 10.01) attributable to the period from the Issue Date



                                      -58-
<PAGE>   65


(or, if the Company has exercised the option provided for in Section 10.01, the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) of the Security through the Conversion Date with respect to the
converted Security shall not be canceled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the provisions
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in Section 10.01)
accrued through the Conversion Date, and the balance, if any, of such fair
market value of such Common Stock (and any such cash payment) shall be treated
as issued in exchange for the Issue Price of the Security being converted
pursuant to the provisions hereof.

          If the Holder converts more than one Security at the same time, the
number of shares of Common Stock issuable upon the conversion shall be based on
the total Principal Amount at Maturity of the Securities converted.

          If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.

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

          SECTION 11.03. Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the Quoted Price, on the last
trading day prior to the Conversion Date, of a full share by the fractional
amount and rounding the product to the nearest whole cent.

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




                                      -59-
<PAGE>   66


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

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

          The Company will endeavor promptly to comply with all Federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Securities, if any, and will list or cause to have
quoted such shares of Common Stock on each national securities exchange or in
the over-the-counter market or such other market on which the Common Stock is
then listed or quoted.

          SECTION 11.06. Adjustment for Change in Capital Stock. If, after the
Issue Date of the Securities, the Company:

          (1) pays a dividend or makes a distribution on its Common Stock in
     shares of its Common Stock;

          (2) subdivides its outstanding shares of Common Stock into a greater
     number of shares;

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

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

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

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

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




                                      -60-
<PAGE>   67


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

          SECTION 11.07. Adjustment for Rights Issue. If after the Issue Date of
the Securities, the Company distributes any rights, warrants or options to all
holders of its Common Stock entitling them, for a period expiring within 60 days
after the record date for such distribution, to purchase shares of Common Stock
at a price per share less than the Quoted Price as of the Time of Determination,
the Conversion Rate shall be adjusted in accordance with the formula:

                  R'  =  R x     (O + N)
                             ---------------
                             (O + (N x P)/M)

     where:

     R'=  the adjusted Conversion Rate.

     R =  the current Conversion Rate.

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

     N =  the number of additional shares of Common Stock offered pursuant to
          the distribution.

     P =  the offering price per share of the additional shares.

     M =  the Average Quoted Price, minus, in the case of (i) a distribution to
          which Section 11.06(4) applies or (ii) a distribution to which Section
          11.08 applies, for which, in each case, (x) the record date shall
          occur on or before the record date for the distribution to which this
          Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or
          after the date of the Time of Determination for the distribution to
          which this Section 11.07 applies, the fair market value (on the record
          date for the distribution to which this Section 11.07 applies) of the

          (1) Capital Stock of the Company distributed in respect of each share
          of Common Stock in such Section 11.06(4) distribution and




                                      -61-
<PAGE>   68


          (2) assets of the Company or debt securities or any rights, warrants
          or options to purchase securities of the Company distributed in
          respect of each share of Common Stock in such Section 11.08
          distribution.

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

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

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

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

                       R'  =  R x    M
                                    ---
                                    M-F

where:

     R'=  the adjusted Conversion Rate.

     R =  the current Conversion Rate.

     M =  the Average Quoted Price, minus, in the case of a distribution to
          which Section 11.06(4) applies, for which (i) the record date shall
          occur on or before the record date for the distribution to which this
          Section 11.08 applies and (ii) the



                                      -62-
<PAGE>   69


          Ex-Dividend Time shall occur on or after the date of the Time of
          Determination for the distribution to which this Section 11.08
          applies, the fair market value (on the record date for the
          distribution to which this Section 11.08 applies) of any Capital Stock
          of the Company distributed in respect of each share of Common Stock in
          such Section 11.06(4) distribution.

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

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

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

          For purposes of this Section 11.08, the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentages set
forth in item (i) or (ii) below:

          (i) If, upon the date prior to the Ex-Dividend Time with respect to a
     cash dividend on the Common Stock, the aggregate amount of such cash
     dividend together with the amounts of all cash dividends on the Common
     Stock with Ex-Dividend Times occurring in the 85 consecutive day period
     ending on the date prior to the Ex-Dividend Time with respect to the cash
     dividend to which this provision is being applied equals or exceeds on a
     per share basis 12.5% of the average of the Quoted Prices during the period
     beginning on the date after the first such Ex-Dividend Time in such period
     and ending on the date prior to the Ex-Dividend Time with respect to the
     cash dividend to which this provision is being applied (except that if no
     other cash dividend has had an Ex-Dividend Time occurring in such period,
     the period for calculating the average of the Quoted Prices shall be the
     period commencing 85 days prior to the date prior to the Ex-Dividend Time
     with respect to the cash dividend to which this provision is being
     applied), such cash dividend together with each other cash dividend with an
     Ex-Dividend Time occurring in such 85 day period shall be deemed to be an
     Extraordinary Cash Dividend and for purposes of applying the formula set
     forth above in this Section 11.08, the value of "F" shall be equal to (w)
     the aggregate amount of such cash dividend together with the amounts of the
     other cash dividends with Ex-Dividend Times occurring in such period


                                      -63-
<PAGE>   70


     minus (x) the aggregate amount of such other cash dividends with
     Ex-Dividend Times occurring in such period for which a prior adjustment in
     the Conversion Rate was previously made under this Section 11.08.

          (ii) If, upon the date prior to the Ex-Dividend Time with respect to a
     cash dividend on the Common Stock, the aggregate amount of such cash
     dividend together with the amounts of all cash dividends on the Common
     Stock with Ex-Dividend Times occurring in the 365 consecutive day period
     ending on the date prior to the Ex-Dividend Time with respect to the cash
     dividend to which this provision is being applied equals or exceeds on a
     per share basis 25% of the average of the Quoted Prices during the period
     beginning on the date after the first such Ex-Dividend Time in such period
     and ending on the date prior to the Ex-Dividend Time with respect to the
     cash dividend to which this provision is being applied (except that if no
     other cash dividend has had an Ex-Dividend Time occurring in such period,
     the period for calculating the average of the Quoted Prices shall be the
     period commencing 365 days prior to the date prior to the Ex-Dividend Time
     with respect to the cash dividend to which this provision is being
     applied), such cash dividend together with each other cash dividend with an
     Ex-Dividend Time occurring in such 365 day period shall be deemed to be an
     Extraordinary Cash Dividend and for purposes of applying the formula set
     forth above in this Section 11.08, the value of "F" shall be equal to (y)
     the aggregate amount of such cash dividend together with the amounts of the
     other cash dividends with Ex-Dividend Times occurring in such period minus
     (z) the aggregate amount of such other cash dividends with Ex-Dividend
     Times occurring in such period for which a prior adjustment in the
     Conversion Rate was previously made under this Section 11.08.

          In making the determinations required by items (i) and (ii) above, the
     amount of cash dividends paid on a per share basis and the average of the
     Quoted Prices, in each case during the period specified in item (i) or (ii)
     above, as applicable, shall be appropriately adjusted to reflect the
     occurrence during such period of any event described in Section 11.06.

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

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

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


                                      -64-
<PAGE>   71


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

          No adjustment need be made for rights to purchase Common Stock
pursuant to a Company plan for reinvestment of dividends or interest.

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

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

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

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

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

          SECTION 11.13. Notice of Certain Transactions. If:

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



                                      -65-
<PAGE>   72


          (2) the Company takes any action that would require a supplemental
     indenture pursuant to Section 11.14; or

          (3) there is a liquidation or dissolution of the Company;

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

          SECTION 11.14. Reorganization of Company; Special Distributions. If
the Company is a party to a transaction subject to Section 5.01 (other than a
sale of all or substantially all of the assets of the Company in a transaction
in which the holders of Common Stock immediately prior to such transaction do
not receive securities, cash or other assets of the Company or any other person)
or a merger or binding share exchange which reclassifies or changes its
outstanding Common Stock, the person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of Securities
is an Affiliate of the successor Company, that issuer shall join in the
supplemental indenture.

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

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

          If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of Section 11.08, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 11.08, then, from and
after the record date for determining the holders of Common Stock entitled to
receive the distribution, a Holder of a Security that converts such Security in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which the
Security is convertible, the kind and amount of


                                      -66-
<PAGE>   73


securities, cash or other assets comprising the distribution that such Holder
would have received if such Holder had converted the Security immediately prior
to the record date for determining the holders of Common Stock entitled to
receive the distribution.

          SECTION 11.15. Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 11.03, 11.06,
11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive.

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

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

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

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



                                      -67-
<PAGE>   74


                                   ARTICLE 12

                                  MISCELLANEOUS

          SECTION 12.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          SECTION 12.02. Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

     if to the Company:

          Anixter International Inc.
          4711 Golf Road
          Skokie, Illinois 60076

          Telephone No. (847) 677-2600
          Facsimile No. (847) 715-7518

          Attention: Vice President - Treasurer

     if to the Trustee:

          The Bank of New York
          101 Barclay Street
          Floor 21 West
          New York, New York 10286

          Telephone No. (212) 815-5783
          Facsimile No. (212) 815-5915

          Attention:  Corporate Trust Trustee Administration

          The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

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


                                      -68-
<PAGE>   75


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

          If the Company mails a notice or communication to the Securityholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

          SECTION 12.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

          SECTION 12.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

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

          (2) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.

          SECTION 12.05. Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

          (1) a statement that each person making such Officers' Certificate or
     Opinion of Counsel has read such covenant or condition;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     Officers' Certificate or Opinion of Counsel are based;

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

          (4) a statement that, in the opinion of such person, such covenant or
     condition has been complied with.



                                      -69-
<PAGE>   76


          SECTION 12.06. 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 12.07. Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

          SECTION 12.08. Legal Holidays. A "Legal Holiday" is any day other than
a Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or interest, if any, shall
accrue for the intervening period.

          SECTION 12.09. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE AND THE SECURITIES, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.

          SECTION 12.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

          SECTION 12.11. Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

          SECTION 12.12. Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.




                                      -70-
<PAGE>   77


     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.

                                  ANIXTER INTERNATIONAL INC.


                                  By /s/ Rod Shoemaker
                                    --------------------------------------------
                                     Name:  Rod Shoemaker
                                     Title: Vice President--Treasurer





                                  THE BANK OF NEW YORK, as Trustee


                                  By /s/ Mary LaGumina
                                    --------------------------------------------
                                     Name: Mary LaGumina
                                     Title: Vice President






                                      -71-
<PAGE>   78


                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]


FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $747.43, THE ISSUE DATE IS JUNE 28, 2000, THE YIELD
TO MATURITY IS 7%.

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

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON


                                      A-1-1

<PAGE>   79


WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF ANY SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO
AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
"ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

     [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE.]

                              ANIXTER INTERNATIONAL INC.

                              Liquid Yield Option(TM) Note due 2020
                                      (Zero Coupon-Senior)


No.                                     CUSIP: 035290 AA 3
Issue Date: June 28, 2000               Original Issue Discount: $747.43
Issue Price: $252.27                    (for each $1,000 Principal
(for each $1,000 Principal              Amount at Maturity)
Amount at Maturity)



                                      A-1-2

<PAGE>   80


     ANIXTER INTERNATIONAL INC., a Delaware corporation, promises to pay to CEDE
& Co., or registered assigns, the Principal Amount at Maturity of Four Hundred
Million Dollars on June 28, 2020.

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

     Additional provisions of this Security are set forth on the other side of
this Security.


Dated:                             ANIXTER INTERNATIONAL INC.


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

Attest:



--------------------------------
Title:


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION


THE BANK OF NEW YORK

as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


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

Dated:
      --------------------------

(TM)Trademark of Merrill Lynch & Co., Inc.




                                      A-1-3

<PAGE>   81


                         [FORM OF REVERSE SIDE OF LYON]

                      Liquid Yield Option(TM) Note Due 2020
                              (Zero Coupon-Senior)


1.   Interest.

     This Security shall not bear interest, except as specified in this
paragraph or in paragraph 10 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 5 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of
this Security) (or if interest due hereon or any portion of such interest is not
paid when due in accordance with paragraph 10 hereof), then in each such case
the overdue amount shall, to the extent permitted by law, bear interest at the
rate of 7% per annum, compounded semi-annually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 7% per annum, on a semiannual bond
equivalent basis using a 360-day year comprised of twelve 30-day months, from
the Issue Date of this Security.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of Redemption Prices, Purchase Prices, Change in Control
Purchase Prices and at Stated Maturity to Holders who surrender Securities to a
Paying Agent to collect such payments in respect of the Securities. The Company
will pay cash amounts in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may make such cash payments by check payable in such money; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest, if any, on all Global Securities and all
other Securities the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent.



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

(TM)Trademark of Merrill Lynch & Co., Inc.



                                      A-1-4

<PAGE>   82


3.   Paying Agent, Conversion Agent and Registrar.

     Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.   Indenture.

     The Company issued the Securities under an Indenture dated as of June 28,
2000(the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

     The Securities are general unsecured obligations of the Company limited to
$792,000,000 aggregate Principal Amount at Maturity (subject to Sections 2.02
and 2.07 of the Indenture). The Indenture does not limit other indebtedness of
the Company, secured or unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Prices set forth below, provided that the
Securities are not redeemable prior to June 28, 2005.

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





                                      A-1-5

<PAGE>   83


                                                          (2)
                                              (1)       ORIGINAL       (3)
                                             LYON        ISSUE      REDEMPTION
             REDEMPTION DATE                 ISSUE      DISCOUNT      PRICE
             ---------------                 PRICE       AT 7%      (1) + (2)
                                             -----       -----      ---------
June 28, 2005...........................     252.57      103.71       356.28
June 28, 2006...........................     252.57      129.08       381.65
June 28, 2007...........................     252.57      156.27       408.84
June 28, 2008...........................     252.57      185.38       437.96
June 28, 2009...........................     252.57      216.58       469.15
June 28, 2010...........................     252.57      250.00       502.57
June 28, 2011...........................     252.57      285.79       538.36
June 28, 2012...........................     252.57      324.14       576.71
June 28, 2013...........................     252.57      365.21       617.78
June 28, 2014...........................     252.57      409.21       661.78
June 28, 2015...........................     252.57      456.35       708.92
June 28, 2016...........................     252.57      506.84       759.41
June 28, 2017...........................     252.57      560.93       813.50
June 28, 2018...........................     252.57      618.87       871.44
June 28, 2019...........................     252.57      680.94       933.51
At stated maturity......................     252.57      747.43    $1,000.00

If converted to a semiannual coupon note following the occurrence of a Tax
Event, this Security will be redeemable at a Redemption Price equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion through the Redemption Date; but in no event will this Security be
redeemable before June 28, 2005.

6.   Purchase By the Company at the Option of the Holder.

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



                                      A-1-6

<PAGE>   84

        Purchase Date             Purchase Price
        -------------             --------------

        June 28, 2005                $356.28
        June 28, 2010                $502.57
        June 28, 2015                $708.92

                The Purchase Price (equal to the Issue Price plus accrued
Original Issue Discount to the Purchase Date) may be paid, at the option of the
Company, in cash or by the issuance and delivery of shares of Common Stock of
the Company, or in any combination thereof.

                If prior to a Purchase Date this Security has been converted to
a semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.

                At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder 35 Business Days after the occurrence of a Change
in Control of the Company occurring on or prior to June 28, 2005 for a Change in
Control Purchase Price equal to the Issue Price plus accrued Original Issue
Discount to the Change in Control Purchase Date, which Change in Control
Purchase Price shall be paid in cash.

                If prior to a Change in Control Purchase Date this Security has
been converted to a semiannual coupon note following the occurrence of a Tax
Event, the Change in Control Purchase Price shall be equal to the Restated
Principal Amount plus accrued and unpaid interest from the date of conversion to
the Change in Control Purchase Date.

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

                If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Purchase Price or Change in Control Purchase Price, as the
case may be, of all Securities or portions thereof to be purchased as of the
Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on the Business Day following the Purchase Date
or the Change in Control Purchase Date, as the case may be, Original Issue
Discount ceases to accrue on such Securities (or portions thereof) immediately
after such Purchase Date or Change in Control Purchase Date, as the case may be,
and the Holder thereof shall have no other rights as such (other than the right
to receive the Purchase Price or Change in Control Purchase Price, as the case
may be, upon surrender of such Security).

                                     A-1-7
<PAGE>   85
7.      Notice of Redemption.

                Notice of redemption will be mailed at least 15 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, immediately after such Redemption Date Original Issue Discount ceases to
accrue on such Securities or portions thereof. Securities in denominations
larger than $1,000 of Principal Amount at Maturity may be redeemed in part but
only in integral multiples of $1,000 of Principal Amount at Maturity.

8.      Conversion.

                Subject to the next two succeeding sentences, a Holder of a
Security may convert it into Common Stock of the Company at any time before the
close of business on June 28, 2020. If the Security is called for redemption,
the Holder may convert it at any time before the close of business on the
Redemption Date. A Security in respect of which a Holder has delivered a
Purchase Notice or Change in Control Purchase Notice exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

                The initial Conversion Rate is 7.4603 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

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

                To convert a Security, a Holder must (1) complete and manually
sign the conversion notice below (or complete and manually sign a facsimile of
such notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the

                                     A-1-8
<PAGE>   86
Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar
tax, if required.

                A Holder may convert a portion of a Security if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000.
No payment or adjustment will be made for dividends on the Common Stock except
as provided in the Indenture. On conversion of a Security, that portion of
accrued Original Issue Discount (or interest if the Company has exercised its
option provided for in paragraph 10 hereof) attributable to the period from the
Issue Date (or, if the Company has exercised the option referred to in paragraph
10 hereof, the later of (x) the date of such exercise and (y) the date on which
interest was last paid) through the Conversion Date with respect to the
converted Security shall not be canceled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through the delivery of
the Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the terms
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in paragraph 10
hereof) accrued through the Conversion Date, and the balance, if any, of such
fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

                The Conversion Rate will be adjusted for dividends or
distributions on Common Stock payable in Common Stock or other Capital Stock;
subdivisions, combinations or certain reclassifications of Common Stock;
distributions to all holders of Common Stock of certain rights to purchase
Common Stock for a period expiring within 60 days at less than the Quoted Price
at the Time of Determination; and distributions to such holders of assets or
debt securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions). However, no
adjustment need be made if Securityholders may participate in the transaction or
in certain other cases. The Company from time to time may voluntarily increase
the Conversion Rate.

                If the Company is a party to a consolidation, merger or binding
share exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

9.  Conversion Arrangement on Call for Redemption.

                Any Securities called for redemption, unless surrendered for
conversion before the close of business on the Redemption Date, may be deemed to
be purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such

                                     A-1-9
<PAGE>   87
Securities from the Holders, to convert them into Common Stock of the Company
and to make payment for such Securities to the Trustee in trust for such
Holders.

10.     Tax Event

                (a) From and after the later of (i) the date (the "Tax Event
Date") of the occurrence of a Tax Event or (ii) the date the Company exercises
such option (the "Option Exercise Date"), at the option of the Company, interest
in lieu of future Original Issue Discount shall accrue at the rate of 7% per
annum on a principal amount per Security (the "Restated Principal Amount") equal
to the Issue Price plus Original Issue Discount accrued through the Option
Exercise Date and shall be payable semiannually on June 28 and December 28 of
each year (each an "Interest Payment Date") to holders of record at the close of
business on June 13 or December 13 (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months and will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the Option Exercise Date.

                (b) Interest on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
person in whose name that Security is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid by check; provided that payment by wire transfer of immediately
available funds will be required with respect to principal on and interest, if
any, on all Global Securities and all other Securities the holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent for an account maintained by the payee located inside the United States.

                (c) Except as otherwise specified with respect to the
Securities, any Defaulted Interest on any Security shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company as provided for in Section 10.02(b) of the Indenture.

11.     Denominations; Transfer; Exchange.

                The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has

                                     A-1-10
<PAGE>   88
been given and not withdrawn (except, in the case of a Security to be purchased
in part, the portion of the Security not to be purchased) or any Securities for
a period of 15 days before the mailing of a notice of redemption of Securities
to be redeemed.

12.  Persons Deemed Owners.

                The registered Holder of this Security may be treated as the
owner of this Security for all purposes.

13.  Unclaimed Money or Securities.

                The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years
subject to applicable property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

14.  Amendment; Waiver.

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to provide for
uncertificated Securities in addition to or in place of certificated Securities
or to make any change that does not adversely affect the rights of any
Securityholder, or to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the TIA.

15.  Defaults and Remedies.

                Under the Indenture, Events of Default include (i) if the
Securities have been converted to semiannual coupon notes following a Tax Event,
default in the payment of interest which default continues for a period of 30
days; (ii) default in payment of the Principal Amount at Maturity (or, if the
Securities have been converted to semiannual coupon notes following a Tax Event,
the Restated Principal Amount), Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price or Change in Control Purchase Price,
as the case may be, in respect of the Securities when the same becomes due and
payable; (iii) failure by the Company to comply with other agreements in the
Indenture or the

                                     A-1-11
<PAGE>   89
Securities, subject to notice and lapse of time; (iv) (a) failure of the Company
or the Operating Company to make any payment by the end of any applicable grace
period after maturity of Debt in an amount (taken together with amounts under
clause (b)) in excess of $25,000,000, or (b) the acceleration of Debt of the
Company or the Operating Company in an amount (taken together with amounts under
clause (a)) in excess of $25,000,000 because of a default with respect to such
Debt without such Debt having been discharged or such acceleration having been
cured, waived, rescinded or annulled, subject to notice and lapse of time;
provided, however, that if any such failure or acceleration referred to in (a)
or (b) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; (v)
final unsatisfied judgments not covered by insurance aggregating in excess of
$25 million rendered against the Company or the Operating Company and not
stayed, bonded or discharged within 60 days; and (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities becoming
due and payable immediately upon the occurrence of such Events of Default.

                Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of amounts
specified in clause (i) or (ii) above) if it determines that withholding notice
is in their interests.

16.  Trustee Dealings with the Company.

                Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.  No Recourse Against Others.

                A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

                                     A-1-12
<PAGE>   90
18.  Authentication.

                This Security shall not be valid until an authorized signatory
of the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Security.

19.  Abbreviations.

                Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

20.  GOVERNING LAW.

                THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THIS SECURITY, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

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

                The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture.

                Anixter International Inc.
                4711 Golf Road
                Skokie, Illinois 60076
                Attention:  Chief Financial Officer

                                     A-1-13
<PAGE>   91
<TABLE>
<CAPTION>
<S>                                                      <C>

              ASSIGNMENT FORM                                         CONVERSION NOTICE
To assign this Security, fill in the form                To convert this Security into Common
below:                                                   Stock of the Company, check the box:

I or we assign and transfer this Security to                               -----
                                                                           :   :
------------------------------------------                                 -----
:                                        :
------------------------------------------

(Insert assignee's soc. sec. or tax ID no.)              To convert only part of this Security, state
                                                         the Principal Amount at Maturity to be
-----------------------------------                      converted (which must be $1,000 or an
                                                         integral multiple of $1,000):
-----------------------------------

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

-----------------------------------                        ------------------------------------
                                                           :$                                 :
(Print or type assignee's name, address and                ------------------------------------
zip code)
                                                         If you want the stock certificate made out in
and irrevocably appoint                                  another person's name, fill in the form
_____________________ agent to transfer                  below:
this Security on the books of the Company.
The agent may substitute another to act for                ------------------------------------
him.                                                       :                                  :
                                                           ------------------------------------

                                                         (Insert other person's soc. sec. or tax ID no.)

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

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

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

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

                                                         (Print or type other person's name, address
                                                         and zip code)
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
<S>                                       <C>
Date:                                     Your
     -------------------------------      Signature:
                                                    ------------------------------------------------*

----------------------------------------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security)
</TABLE>

----------

        *       Your signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                     A-1-14

<PAGE>   92

                                   EXHIBIT A-2

                         [Form of Certificated Security]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $747.43, THE ISSUE DATE IS JUNE 28, 2000, THE YIELD
TO MATURITY IS 7%.

         [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF ANY SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT


                                      A-2-1

<PAGE>   93
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER, PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

         [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]




ANIXTER INTERNATIONAL INC.

                      Liquid Yield Option(TM) Note due 2020
                              (Zero Coupon-Senior)


No.                                           CUSIP: 035290 AA 3
Issue Date: June 28, 2000                     Original Issue Discount: $747.43
Issue Price:  $252.27                         (for each $1,000 Principal
(for each $1,000 Principal                    Amount at Maturity)
Amount at Maturity)

         ANIXTER INTERNATIONAL INC., a Delaware corporation, promises to pay to
CEDE & Co., or registered assigns, the Principal Amount at Maturity of Four
Hundred Million Dollars on June 28, 2020.

                                     A-2-2
<PAGE>   94
        This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

        Additional provisions of this Security are set forth on the other side
of this Security.



Dated:                                      ANIXTER INTERNATIONAL INC.


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

Attest:


----------------------------------------------
Title:


TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION


THE BANK OF NEW YORK

as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


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

Dated:
      ----------------------------------------

(TM)Trademark of Merrill Lynch & Co., Inc.

                                      A-2-3
<PAGE>   95
                         [FORM OF REVERSE SIDE OF LYON]

                      Liquid Yield Option(TM) Note Due 2020
                              (Zero Coupon-Senior)

1.      Interest.

        This Security shall not bear interest, except as specified in this
paragraph or in paragraph 10 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 5 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of
this Security) (or if interest due hereon or any portion of such interest is not
paid when due in accordance with paragraph 10 hereof), then in each such case
the overdue amount shall, to the extent permitted by law, bear interest at the
rate of 7% per annum, compounded semi-annually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

        Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 7% per annum, on a semiannual bond
equivalent basis using a 360-day year comprised of twelve 30-day months, from
the Issue Date of this Security.

2.      Method of Payment.

        Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money;
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, if any, on all Global
Securities and all other Securities the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent.

----------

(TM)Trademark of Merrill Lynch & Co., Inc.

                                      A-2-4
<PAGE>   96
3.      Paying Agent, Conversion Agent and Registrar.

        Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.

4.      Indenture.

        The Company issued the Securities under an Indenture dated as of June
28, 2000(the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

        The Securities are general unsecured obligations of the Company limited
to $792,000,000 aggregate Principal Amount at Maturity (subject to Sections 2.02
and 2.07 of the Indenture). The Indenture does not limit other indebtedness of
the Company, secured or unsecured.

5.      Redemption at the Option of the Company.

        No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Prices set forth below, provided that the
Securities are not redeemable prior to June 28, 2005.

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

                                      A-2-5
<PAGE>   97
<TABLE>
<CAPTION>
                                                                                    (2)
                                                                (1)               ORIGINAL                (3)
                                                                LYON               ISSUE               REDEMPTION
                    REDEMPTION DATE                            ISSUE              DISCOUNT               PRICE
                    ---------------                            PRICE               AT 7%               (1) + (2)
                                                               -----               -----               ---------
<S>                                                            <C>                <C>                  <C>
June 28, 2005...........................................       252.57              103.71                356.28
June 28, 2006...........................................       252.57              129.08                381.65
June 28, 2007...........................................       252.57              156.27                408.84
June 28, 2008...........................................       252.57              185.38                437.96
June 28, 2009...........................................       252.57              216.58                469.15
June 28, 2010...........................................       252.57              250.00                502.57
June 28, 2011...........................................       252.57              285.79                538.36
June 28, 2012...........................................       252.57              324.14                576.71
June 28, 2013...........................................       252.57              365.21                617.78
June 28, 2014...........................................       252.57              409.21                661.78
June 28, 2015...........................................       252.57              456.35                708.92
June 28, 2016...........................................       252.57              506.84                759.41
June 28, 2017...........................................       252.57              560.93                813.50
June 28, 2018...........................................       252.57              618.87                871.44
June 28, 2019...........................................       252.57              680.94                933.51
At stated maturity......................................       252.57              747.43             $1,000.00
</TABLE>

If converted to a semiannual coupon note following the occurrence of a Tax
Event, this Security will be redeemable at a Redemption Price equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion through the Redemption Date; but in no event will this Security be
redeemable before June 28, 2005.

6.      Purchase By the Company at the Option of the Holder.

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

                                     A-2-6
<PAGE>   98
        Purchase Date                              Purchase Price
        -------------                              --------------

        June 28, 2005                                  $356.28
        June 28, 2010                                  $502.57
        June 28, 2015                                  $708.92

                The Purchase Price (equal to the Issue Price plus accrued
Original Issue Discount to the Purchase Date) may be paid, at the option of the
Company, in cash or by the issuance and delivery of shares of Common Stock of
the Company, or in any combination thereof.

                If prior to a Purchase Date this Security has been converted to
a semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.

                At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to purchase the
Securities held by such Holder 35 Business Days after the occurrence of a Change
in Control of the Company occurring on or prior to June 28, 2005 for a Change in
Control Purchase Price equal to the Issue Price plus accrued Original Issue
Discount to the Change in Control Purchase Date, which Change in Control
Purchase Price shall be paid in cash.

                If prior to a Change in Control Purchase Date this Security has
been converted to a semiannual coupon note following the occurrence of a Tax
Event, the Change in Control Purchase Price shall be equal to the Restated
Principal Amount plus accrued and unpaid interest from the date of conversion to
the Change in Control Purchase Date.

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

                If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Purchase Price or Change in Control Purchase Price, as the
case may be, of all Securities or portions thereof to be purchased as of the
Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on the Business Day following the Purchase Date
or the Change in Control Purchase Date, as the case may be, Original Issue
Discount ceases to accrue on such Securities (or portions thereof) immediately
after such Purchase Date or Change in Control Purchase Date, as the case may be,
and the Holder thereof shall have no other rights as such (other than the right
to receive the Purchase Price or Change in Control Purchase Price, as the case
may be, upon surrender of such Security).

                                     A-2-7
<PAGE>   99
7.      Notice of Redemption.

                Notice of redemption will be mailed at least 15 days but not
more than 60 days before the Redemption Date to each Holder of Securities to be
redeemed at the Holder's registered address. If money sufficient to pay the
Redemption Price of all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, immediately after such Redemption Date Original Issue Discount ceases to
accrue on such Securities or portions thereof. Securities in denominations
larger than $1,000 of Principal Amount at Maturity may be redeemed in part but
only in integral multiples of $1,000 of Principal Amount at Maturity.

8.      Conversion.

                Subject to the next two succeeding sentences, a Holder of a
Security may convert it into Common Stock of the Company at any time before the
close of business on June 28, 2020. If the Security is called for redemption,
the Holder may convert it at any time before the close of business on the
Redemption Date. A Security in respect of which a Holder has delivered a
Purchase Notice or Change in Control Purchase Notice exercising the option of
such Holder to require the Company to purchase such Security may be converted
only if such notice of exercise is withdrawn in accordance with the terms of the
Indenture.

                The initial Conversion Rate is 7.4603 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

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

                To convert a Security, a Holder must (1) complete and manually
sign the conversion notice below (or complete and manually sign a facsimile of
such notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the

                                     A-2-8
<PAGE>   100
Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar
tax, if required.

                A Holder may convert a portion of a Security if the Principal
Amount at Maturity of such portion is $1,000 or an integral multiple of $1,000.
No payment or adjustment will be made for dividends on the Common Stock except
as provided in the Indenture. On conversion of a Security, that portion of
accrued Original Issue Discount (or interest if the Company has exercised its
option provided for in paragraph 10 hereof) attributable to the period from the
Issue Date (or, if the Company has exercised the option referred to in paragraph
10 hereof, the later of (x) the date of such exercise and (y) the date on which
interest was last paid) through the Conversion Date with respect to the
converted Security shall not be canceled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through the delivery of
the Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the terms
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in paragraph 10
hereof) accrued through the Conversion Date, and the balance, if any, of such
fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

                The Conversion Rate will be adjusted for dividends or
distributions on Common Stock payable in Common Stock or other Capital Stock;
subdivisions, combinations or certain reclassifications of Common Stock;
distributions to all holders of Common Stock of certain rights to purchase
Common Stock for a period expiring within 60 days at less than the Quoted Price
at the Time of Determination; and distributions to such holders of assets or
debt securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions). However, no
adjustment need be made if Securityholders may participate in the transaction or
in certain other cases. The Company from time to time may voluntarily increase
the Conversion Rate.

                If the Company is a party to a consolidation, merger or binding
share exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

9.  Conversion Arrangement on Call for Redemption.

                Any Securities called for redemption, unless surrendered for
conversion before the close of business on the Redemption Date, may be deemed to
be purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such

                                     A-2-9
<PAGE>   101
Securities from the Holders, to convert them into Common Stock of the Company
and to make payment for such Securities to the Trustee in trust for such
Holders.

10.     Tax Event

                (a) From and after the later of (i) the date (the "Tax Event
Date") of the occurrence of a Tax Event or (ii) the date the Company exercises
such option (the "Option Exercise Date"), at the option of the Company, interest
in lieu of future Original Issue Discount shall accrue at the rate of 7% per
annum on a principal amount per Security (the "Restated Principal Amount") equal
to the Issue Price plus Original Issue Discount accrued through the Option
Exercise Date and shall be payable semiannually on June 28 and December 28 of
each year (each an "Interest Payment Date") to holders of record at the close of
business on June 13 or December 13 (each a "Regular Record Date") immediately
preceding such Interest Payment Date. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months and will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the Option Exercise Date.

                (b) Interest on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
person in whose name that Security is registered at the close of business on the
Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid by check; provided that payment by wire transfer of immediately
available funds will be required with respect to principal on and interest, if
any, on all Global Securities and all other Securities the holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent for an account maintained by the payee located inside the United States.

                (c) Except as otherwise specified with respect to the
Securities, any Defaulted Interest on any Security shall forthwith cease to be
payable to the registered Holder thereof on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company as provided for in Section 10.02(b) of the Indenture.

11.     Denominations; Transfer; Exchange.

                The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has

                                     A-2-10
<PAGE>   102

been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

12.  Persons Deemed Owners.

                The registered Holder of this Security may be treated as the
owner of this Security for all purposes.

13.  Unclaimed Money or Securities.

                The Trustee and the Paying Agent shall return to the Company
upon written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years
subject to applicable property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates another
person.

14.  Amendment; Waiver.

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to provide for
uncertificated Securities in addition to or in place of certificated Securities
or to make any change that does not adversely affect the rights of any
Securityholder, or to comply with any requirement of the SEC in connection with
the qualification of the Indenture under the TIA.

15.  Defaults and Remedies.

                Under the Indenture, Events of Default include (i) if the
Securities have been converted to semiannual coupon notes following a Tax Event,
default in the payment of interest which default continues for a period of 30
days; (ii) default in payment of the Principal Amount at Maturity (or, if the
Securities have been converted to semiannual coupon notes following a Tax Event,
the Restated Principal Amount), Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price or Change in Control Purchase Price,
as the case may be, in respect of the Securities when the same becomes due and
payable; (iii) failure by the Company to comply with other agreements in the
Indenture or the

                                     A-2-11
<PAGE>   103
Securities, subject to notice and lapse of time; (iv) (a) failure of the Company
or the Operating Company to make any payment by the end of any applicable grace
period after maturity of Debt in an amount (taken together with amounts under
clause (b)) in excess of $25,000,000, or (b) the acceleration of Debt of the
Company or the Operating Company in an amount (taken together with amounts under
clause (a)) in excess of $25,000,000 because of a default with respect to such
Debt without such Debt having been discharged or such acceleration having been
cured, waived, rescinded or annulled, subject to notice and lapse of time;
provided, however, that if any such failure or acceleration referred to in (a)
or (b) above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have occurred; (v)
final unsatisfied judgments not covered by insurance aggregating in excess of
$25 million rendered against the Company or the Operating Company and not
stayed, bonded or discharged within 60 days; and (vi) certain events of
bankruptcy or insolvency. If an Event of Default occurs and is continuing, the
Trustee, or the Holders of at least 25% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities becoming
due and payable immediately upon the occurrence of such Events of Default.

                Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of amounts
specified in clause (i) or (ii) above) if it determines that withholding notice
is in their interests.

16.  Trustee Dealings with the Company.

                Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.  No Recourse Against Others.

                A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

                                     A-2-12
<PAGE>   104
18.  Authentication

                This Security shall not be valid until an authorized signatory
of the Trustee manually signs the Trustee's Certificate of Authentication on the
other side of this Security.

19.  Abbreviations.

                Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with right of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).

20.  GOVERNING LAW.

                THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THIS SECURITY, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

                                   ----------

                The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture.

                Anixter International Inc.
                4711 Golf Road
                Skokie, Illinois 60076
                Attention:  Chief Financial Officer

                                     A-2-13

<PAGE>   105
<TABLE>
<CAPTION>

              ASSIGNMENT FORM                                         CONVERSION NOTICE
<S>                                                      <C>
To assign this Security, fill in the form                To convert this Security into Common
below:                                                   Stock of the Company, check the box:

I or we assign and transfer this Security to                              -----
                                                                          :   :
  ----------------------------------------                                -----
  :                                      :
  ----------------------------------------

(Insert assignee's soc. sec. or tax ID no.)              To convert only part of this Security, state
                                                         the Principal Amount at Maturity to be
------------------------------------------               converted (which must be $1,000 or an
                                                         integral multiple of $1,000):
------------------------------------------
                                                            ------------------------------------
------------------------------------------                  :$                                 :
                                                            ------------------------------------
------------------------------------------
(Print or type assignee's name, address and
zip code)
                                                         If you want the stock certificate made out in
and irrevocably appoint                                  another person's name, fill in the form
_____________________ agent to transfer                  below:
this Security on the books of the Company.
The agent may substitute another to act for                 ------------------------------------
him.                                                        :                                  :
                                                            ------------------------------------
                                                         (Insert other person's soc. sec. or tax ID no.)

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

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

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

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

                                                         (Print or type other person's name, address
                                                         and zip code)
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
<S>                                         <C>
Date:                                       Your
     -------------------------------        Signature:                        *
                                                      -------------------------

----------------------------------------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Security
</TABLE>

--------

        *        Your signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                     A-2-14
<PAGE>   106
                                   EXHIBIT B-1

                              TRANSFER CERTIFICATE

         In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $ Principal Amount at Maturity
of the above-captioned securities presented or surrendered on the date hereof
(the "Surrendered Securities") for registration of transfer, or for exchange or
conversion where the securities issuable upon such exchange or conversion are to
be registered in a name other than that of the undersigned registered owner
(each such transaction being a "transfer"), that such transfer complies with the
restrictive legend set forth on the face of the Surrendered Securities for the
reason checked below:

         [ ]      The transfer of the Surrendered Securities complies with Rule
                  144 under the U.S. Securities Act of 1933, as amended (the
                  "Securities Act"); or

         [ ]      The transfer of the Surrendered Securities complies with Rule
                  144A under the Securities Act; or

         [ ]      The transfer of the Surrendered Securities is to an
                  institutional accredited investor, as described in Rule
                  501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act; or

         [ ]      The transfer of the Surrendered Securities is pursuant to an
                  effective registration statement under the Securities Act; or

         [ ]      The transfer of the Surrendered Securities is in an offshore
                  transaction in accordance with Rule 904 of Regulation S under
                  the Securities Act; or

         [ ]      The transfer of the Surrendered Securities is pursuant to
                  another available exemption from the registration requirements
                  of the Securities Act.

                                      B-1-1
<PAGE>   107
and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

         [ ]      The transferee is an Affiliate of the Company.

DATE:
     ----------------------



                                                                               *
                                             ----------------------------------
                                                         Signature(s)

             (If the registered owner is a corporation, partnership
                or fiduciary, the title of the Person signing on
                behalf of such registered owner must be stated.)

--------

         *       Your signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                      B-1-2
<PAGE>   108
                                   EXHIBIT B-2

             Form of Letter to be Delivered by Accredited Investors

Anixter International Inc.
4711 Golf Road
Skokie, Illinois 60076

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention:  Corporate Trust Trustee Administration

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ Principal Amount at Maturity of the Liquid Yield Option Notes
due 2020 ("LYONs") of Anixter International Inc. (the "Company"), which are
convertible into shares of the Company's Common Stock, $0.001 par value per
share (the "Common Stock").

         We hereby confirm that:

                  (i) we are an "accredited investor" within the meaning of Rule
         501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
         "Securities Act"), or an entity in which all of the equity owners are
         accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
         under the Securities Act (an "Institutional Accredited Investor");

                  (ii) (A) the purchase of LYONs by us is for our own account or
         for the account of one or more other Institutional Accredited Investors
         or as fiduciary for the account of one or more trusts, each of which is
         an "accredited investor" within the meaning of Rule 501(a)(7) under the
         Securities Act and for each of which we exercise sole investment
         discretion or (B) we are a "bank," within the meaning of Section
         3(a)(2) of the Securities Act, or a "savings and loan association" or
         other institution described in Section 3(a)(5)(A) of the Securities Act
         that is acquiring LYONs as fiduciary for the account of one or more
         institutions for which we exercise sole investment discretion;

                  (iii) we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing LYONs; and

                                      B-2-1
<PAGE>   109
                  (iv) we are not acquiring LYONs with a view to distribution
         thereof or with any present intention of offering or selling LYONs or
         the Common Stock issuable upon conversion thereof, except as permitted
         below; provided that the disposition of our property and property of
         any accounts for which we are acting as fiduciary shall remain at all
         times within our control.

         We understand that the LYONs were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the LYONs and the shares of Common
Stock (the "Securities") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any LYONs, that if in the future we
decide to resell or otherwise transfer such Securities prior to the date (the
"Resale Restriction Termination Date") which is two years after the later of the
original issuance of the LYONs and the last date on which the Company or an
affiliate of the Company was the owner of the Security, such Securities may be
resold or otherwise transferred only (i) to Anixter International Inc. or any
subsidiary thereof, or (ii) for as long as the LYONs are eligible for resale
pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A, or (iii) to an Institutional Accredited Investor that is acquiring
the Security for its own account, or for the account of such an Institutional
Accredited Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act,
or (iv) pursuant to a registration statement which has been declared effective
under the Securities Act, or (v) in an offshore transaction in accordance with
Rule 904 of Regulation S under the Securities Act or (vi) pursuant to another
available exemption from registration under the Securities Act (if applicable)
and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree to
provide any person purchasing any of the Securities other than pursuant to
clause (iv) above from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that the trustee or
the transfer agent, as the case may be, for the Securities will not be required
to accept for registration of transfer any Securities pursuant to (iii), (v) or
(vi) above except upon presentation of evidence satisfactory to the Company and
the Trustee that the foregoing restrictions on transfer have been complied with.
We further understand that any Securities will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph other than certificates representing Securities
transferred pursuant to clause (iv) above.

         We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

                                      B-2-2
<PAGE>   110
         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.


                                         --------------------------------------
                                         (Name of Purchaser)



                                         By:                                   *
                                            -----------------------------------
                                            Name:
                                            Title:
                                            Address:
--------

         *       Your signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Trustee, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Trustee in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.

                                      B-2-3